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.      )

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LIBERTY GLOBAL PLC
 
(Name of Registrant as Specified In Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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April 25, 201630, 2019
Dear Shareholder:
You are invited to attend the 20162019 Annual General Meeting of Shareholders of Liberty Global plc to be held at 2:3:00 p.m. BST (9:(10:00 a.m. Eastern time), on Thursday,Tuesday, June 16, 2016,11, 2019, at Broadgate West, 9 Appold Street, London EC2A 2AP, U.K., telephone number +44 (0)20 7655 5000. The accompanying notice of the annual general meeting of shareholders and proxy statement describes the meeting, the resolutions you will be asked to consider and vote upon and related matters.
Your vote is important, regardless of the number of shares you own. Whether or not you plan to attend the 20162019 Annual General Meeting, please read the enclosed proxy materials and vote as soon as possible to make sure that your shares are represented. You may vote via the internet or, if you receive a printed copy of your proxy materials, you may vote by mail by signing, dating and returning your proxy card in the envelope provided.
Thank you for your continued support and interest in our company.
Sincerely,
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Michael T. Fries
President and Chief Executive Officer
Liberty Global plc


161 Hammersmith Road, London W6 8BS, United Kingdom, Registered in England Nr 8379990, www.libertyglobal.com



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LIBERTY GLOBAL PLC
Notice of Annual General Meeting of Shareholders
to be Held June 16, 201611, 2019
The 20162019 Annual General Meeting of Shareholders (the AGM) of Liberty Global plc (Liberty Global) will be held at 2:3:00 p.m. BST (9:(10:00 a.m. Eastern time), on Thursday,Tuesday, June 16, 2016,11, 2019, at Broadgate West, 9 Appold Street, London, U.K., EC2A 2AP, U.K., telephone number +44 (0)20 7655 5000, for the following purposes:
1.To elect Andrew J. Cole as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2019.2022.
2.To elect Richard R. Green as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2019.2022.
3.To elect David E. Rapley as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2019.2022.
4.To approve, on an advisory basis, the annual report on the implementation of the directors’ compensation policy for the year ended December 31, 2015,2018, contained in Appendix A of the proxy statement (in accordance with requirements applicable to U.K. companies).
5.To approve an amendment to the Liberty Global 2014 Incentive Plan (As Amended and Restated effective February 24, 2015) to increase the number of ordinary shares authorized under such plan from 105,000,000 to 155,000,000.
6.To ratify the appointment of KPMG LLP (U.S.) as Liberty Global’s independent auditor for the year ending December 31, 2016.2019.
6.7.To appoint KPMG LLP (U.K.) as Liberty Global’s U.K. statutory auditor under the U.K. Companies Act 2006 (the Act) (to hold office until the conclusion of the next annual general meeting at which accounts are laid before Liberty Global).
7.8.To authorize the audit committee of Liberty Global’s board of directors to determine the U.K. statutory auditor’s compensation.
8.9.To approve the form agreements and counterparties pursuant to which Liberty Global may conduct the purchase of its ordinary shares in the capital of Liberty Global and authorize all or any of Liberty Global’s directors and senior officers to enter into, complete and make purchases of ordinary shares in the capital of Liberty Global pursuant to the form of agreements and with any of the approved counterparties, which approvals will expire on the fifth anniversary of the 2019 annual general meeting.
10.To authorize Liberty Global’s board of directors in accordance with Section 551 of the Act to exercise all the powers to allot shares in Liberty Global and its subsidiaries to make political donations and incur political expendituresgrant rights to subscribe for or to convert any security into shares of upLiberty Global.
11.To authorize Liberty Global’s board of directors in accordance with Section 570 of the Act to $1,000,000 underallot equity securities (as defined in Section 560 of the U.K. Companies Act 2006.Act) pursuant to the authority contemplated by resolution 10 for cash without the rights of pre-emption provided by Section 561 of the Act.
Please refer to the proxy statement for detailed information on each of these resolutions. We encourage you to read the proxy statement in its entirety before voting. Our board of directors has approved each resolution and recommends that the

shareholders entitled to vote at the AGM vote “FOR” each of the resolutions. No shareholder has proposed, in accordance with sections 100 through 102 of our articles of association, any additional resolutions to be brought before the AGM.
All of the resolutionsResolutions 1 through 10 will be proposed as ordinary resolutions, which means that, assuming a quorum is present, each resolution will be approved if a simple majority of votes cast are cast in favor thereof. Resolution 11 will be proposed as a special resolution, which means that, assuming a quorum is present, the resolution will be approved if 75% of the votes cast are cast in favor thereof.
With respect to the advisory vote on resolution 4 regarding approving our U.K. statutory implementation report for the year ended December 31, 2015,2018, the result of the vote on suchfor this resolution will not require our board of directors or any committee thereof to take any action. Our board of directors will, however, consider the outcome of the advisory vote on the resolution as it values the opinions of our shareholders.
During the AGM, our board of directors will lay before our company our U.K. annual report and accounts for the year ended December 31, 2015,2018, which report includes our statutory accounts, the U.K. Statutory Directors’ Report and the statutory Auditors’ Report for the year ended December 31, 2015.2018.
All shareholders of Liberty Global are cordially invited to attend the AGM. All shareholders of record of Liberty Global Class A ordinary shares or Liberty Global Class B ordinary shares of Liberty Global (collectively, the voting shares) as of 10:00 p.m. BST (5:00 p.m. Eastern time), on April 25, 2016,22, 2019, the record date for the AGM, are entitled to notice of the AGM or any adjournment thereof but only shareholders of record of Liberty Global Class A ordinary shares, Liberty Global Class B ordinary shares, LiLAC Class A ordinary shares or LiLAC Class B ordinary shares (collectively, the voting shares) as


of the record dateand are entitled to vote at the AGM or any adjournment thereof. The holders of our voting shares will vote together as a single class on each of the above resolutions. A list of shareholders entitled to vote at the AGM will be available at our offices at 161 Hammersmith Road, London W6 8BS, U.K., and at 1550 Wewatta Street, Suite 1000, Denver, Colorado 80202 U.S., for review by any shareholder, for any purpose germane to the AGM, for at least 10 days prior to the AGM. The shareholders of record of Liberty Global Class C ordinary shares are not entitled to vote on the resolutions to be presented at the AGM.
Your vote is important, regardless of the number of shares you own. To make sure your shares are represented at the AGM, please vote as soon as possible, whether or not you plan to attend the AGM. You may vote by proxy either over the internet or by requesting a proxy card to complete, sign and promptly return in the postage-paid envelope (if mailed in the U.S.).
If you vote via the internet, your vote must be received by 6:00 a.m. BST (1:00 a.m. Eastern time), on June 16, 2016.11, 2019. You may revoke your proxy in the manner described in the accompanying proxy statement.
By Order of the Board of Directors,
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Bryan H. Hall
Secretary
April 25, 201630, 2019


WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE ANNUAL GENERAL MEETING, PLEASE VOTE VIA THE INTERNET AS PROMPTLY AS POSSIBLE. ALTERNATIVELY, REQUEST A PAPER PROXY CARD TO COMPLETE, SIGN AND RETURN BY MAIL.




























161 Hammersmith Road, London W6 8BS, United Kingdom, Registered in England Nr 8379990, www.libertyglobal.com


TABLE OF CONTENTS
Page
Number
PROXY STATEMENT
1
Voting Matters and Board Recommendations
1
QUESTIONS AND ANSWERS ABOUT THE AGM AND VOTING
3
CORPORATE GOVERNANCE
8
Governance Guidelines
8
Director Independence
8
Board Leadership Structure
8
Risk Oversight
8
Risk Assessment of Compensation Programs
10
Code of Business Conduct and Code of Ethics
10
Political Contributions
10
Shareholder Communication with Directors
10
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
11
Security Ownership of Certain Beneficial Owners
11
Security Ownership of Management
14
Change in Control
18
Section 16(a) Beneficial Ownership Reporting Compliance
18
RESOLUTIONS 1, 2 AND 3
19
Vote and Recommendation
19
Nominees for Election of Directors
19
Directors Whose Term Expires in 2017
21
Directors Whose Term Expires in 2018
23
COMMITTEES OF THE BOARD OF DIRECTORS AND ATTENDANCE
26
Board Meetings
29
Director Attendance at Annual General Meetings
29
Executive Sessions
29
MANAGEMENT OF LIBERTY GLOBAL
30
Executive Officers
30
Involvement in Certain Proceedings
31
EXECUTIVE OFFICERS AND DIRECTORS COMPENSATION
32
Executive Summary
32
Compensation Discussion and Analysis
34
Compensation Committee Report
49
Summary Compensation
50
Grants of Plan-Based Awards
54
Narrative to Summary Compensation and Grants of Plan-Based Awards Table
55
Outstanding Equity Awards at Fiscal Year-End
55
Option Exercises and Shares Vested
61
Deferred Compensation Plan
61
Employment and Other Agreements
63
Aircraft Policy
66
Potential Payments upon Termination or Change in Control
66
Director Compensation
74
2015 Compensation of Liberty Global Directors
76
RESOLUTION 4
80
Vote and Recommendation
80
TABLE OF CONTENTS
TABLE OF CONTENTS   
     
PROXY STATEMENT
1
 Summary Compensation
44
Voting Matters and Board Recommendations
1
 Grants of Plan-Based Awards
46
QUESTIONS AND ANSWERS ABOUT THE AGM AND VOTING
3
 Narrative to Summary Compensation and Grants of Plan-Based Awards Table
48
CORPORATE GOVERNANCE
7
 Outstanding Equity Awards at Fiscal Year-End
48
Governance Guidelines
7
 Option Exercises and Shares Vested
51
Director Independence
7
 Deferred Compensation Plan
51
Board Leadership Structure
7
 Employment and Other Agreements
52
Risk Oversight
7
 Aircraft Policy
57
Risk Assessment of Compensation Programs
8
 Potential Payments Upon Termination or Change in Control
57
Code of Business Conduct and Code of Ethics
9
 Termination of Employment
58
Political Contributions
9
 Change in Control
61
Shareholder Communication with Directors
9
 CEO Pay Ratio
64
BOARD AND COMMITTEES OF THE BOARD
10
 Director Compensation
64
Board Meetings and Attendance
10
       2018 Compensation of Directors
66
Committees of the Board
10
 RESOLUTION 4
68
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
   OWNERS AND MANAGEMENT
14
 Vote and Recommendation
68
Security Ownership of Certain Beneficial Owners
14
 RESOLUTION 5
69
Security Ownership of Management
16
 Summary of 2014 Incentive Plan
69
Change in Control
19
 Vote and Recommendation
73
Section 16(a) Beneficial Ownership Reporting Compliance
19
 RESOLUTIONS 6, 7 and 8
74
RESOLUTIONS 1, 2 and 3
20
 Vote and Recommendation
74
Vote and Recommendation
20
 Audit Fees and All Other Fees
75
Nominees for Election of Directors
21
 Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor
75
Directors Whose Term Expires in 2020
22
 Audit Committee Report
75
Directors Whose Term Expires in 2021
23
 RESOLUTION 9
79
MANAGEMENT OF LIBERTY GLOBAL
25
 Vote and Recommendation
79
Executive Officers
25
 RESOLUTION 10
80
Involvement in Certain Proceedings
25
 Vote and Recommendation
80
EXECUTIVE OFFICERS AND DIRECTORS COMPENSATION
26
 RESOLUTION 11
80
Executive Summary
27
 Vote and Recommendation
80
Compensation Discussion and Analysis
28
 INCENTIVE PLANS
81
Overview of Compensation Process
28
 CERTAIN TRANSACTIONS
83
Compensation Philosophy and Goals
29
 Certain Relationships
83
Long-Term Contracts
30
 SHAREHOLDER RESOLUTIONS
84
Setting Executive Compensation
30
 SHAREHOLDER RIGHTS
84
Elements of Our Compensation Packages
30
 FINANCIAL REPORTING STANDARDS
84
Tax and Accounting Considerations
42
 APPENDIX A: DIRECTORS’ REMUNERATION REPORT
A-1
Recoupment Policy
42
 Annual Statement of the Chairman of the Compensation Committee
A-1
Post-Employment Benefits and Change in Control
42
 Consideration of Shareholder Views
A-2
Timing of Equity Awards
42
 Annual Compensation Report
A-2
Policies Regarding Hedging
43
 APPENDIX B: LIBERTY GLOBAL 2014 INCENTIVE PLAN (AMENDED AND RESTATED EFFECTIVE JUNE 11, 2019)
B-1
Compensation Committee Report
43
   

i


RESOLUTIONS 5, 6 AND 7
81
Vote and Recommendation
81
Audit Fees and All Other Fees
82
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor
82
Audit Committee Report
83
RESOLUTION 8
85
Vote and Recommendation
85
INCENTIVE PLANS
86
CERTAIN TRANSACTIONS
87
Certain Relationships
87
SHAREHOLDER RESOLUTIONS
88
SHAREHOLDER RIGHTS
88
FINANCIAL REPORTING STANDARDS
88
APPENDIX A: DIRECTORS’ REMUNERATION REPORT
A-1
Annual Statement of the Chairman of the Compensation Committee
A-1
Consideration of Shareholder Views
A-2
Annual Compensation Report
A-2



ii


LIBERTY GLOBAL PLC
161 Hammersmith Road, London W6 8BS
United Kingdom
Registered in England Nr 8379990

PROXY STATEMENT FOR THE
20162019 ANNUAL GENERAL MEETING OF SHAREHOLDERS


We are furnishing this proxy statement to holders of record as of 10:00 p.m. BST (5:00 p.m. Eastern time) on April 25, 2016,22, 2019, of Liberty Global Class A ordinary shares or Liberty Global Class B ordinary shares, LiLAC Class A ordinary shares or LiLAC Class B ordinary shares, each with nominal value $0.01 per share, of Liberty Global plc, a public limited company organized under the laws of England and Wales (Liberty Global), in connection with our board of directors soliciting your proxy to vote at our 20162019 Annual General Meeting of Shareholders (the AGM) or at any adjournment thereof, for the purposes set forth in the accompanying Notice of Annual General Meeting of Shareholders (the Meeting Notice). This proxy statement is also being furnished to holders of our non-voting Liberty Global Class C ordinary shares and LiLAC Class C ordinary shares, each with nominal value $0.01 per share, for informational purposes only. Under English law, holders of a company’s ordinary shares are referred to as “members”, but for convenience, they are referred to in this proxy statement as “shareholders”.
As permitted by the Securities and Exchange Commission ((the SEC) rules and regulations in the United States (U.S.) and the United Kingdom Companies Act 2006 (the Companies Act), instead of mailing a printed copy of our proxy materials, including the form of proxy card and our annual report to each shareholder of record, we are furnishing our proxy materials and annual report to our shareholders over the internet. It is anticipated that the Notice of Internet Availability of Proxy Materials (the Internet Notice) will be first mailed to our shareholders on or about May 3, 2016.2, 2019. If you received the Internet Notice by mail, you will not receive a printed copy of the proxy materials or annual report, unless specifically requested. In addition to the annual report accompanying our proxy materials as required by the rules and regulations of the SEC, we are also providing our United Kingdom (U.K.) annual report and accounts for the year ended December 31, 20152018 (the U.K. Report and Accounts) as required by the Companies Act. The U.K. Report and Accounts includes the U.K. statutory accounts, the U.K. statutory Directors’ Report and the U.K. Auditors’ Report and is being made available at the same time and by the same methods as our proxy materials and annual report. If you would like to receive a printed copy of our U.K. Report and Accounts, please follow the instructions for requesting such report included in the Internet Notice.
Voting Matters and Board Recommendations
The board of directors recommendrecommends that the holders of our Liberty Global Class A shares and Liberty Global Class B shares, LiLAC Class A shares and LiLAC Class B shares (collectively, the voting shares) vote “FOR” each of the following resolutions:
1.To elect Andrew J. Cole as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2019.2022.
2.To elect Richard R. Green as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2019.2022.
3.To elect David E. Rapley as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2019.2022.
4.To approve, on an advisory basis, the annual report on the implementation of the directors’ compensation policy for the year ended December 31, 2015,2018, contained in Appendix A of this proxy statement (in accordance with requirements applicable to U.K. companies).
5.To approve an amendment to the Liberty Global 2014 Incentive Plan (As Amended and Restated effective February 24, 2015) to increase the number of ordinary shares authorized under such plan from 105,000,000 to 155,000,000.
6.To ratify the appointment of KPMG LLP (U.S.) as Liberty Global’s independent auditor for the year ending December 31, 2016.2019.
6.7.To appoint KPMG LLP (U.K.) as Liberty Global’s U.K. statutory auditor under the U.K. Companies Act 2006 (to hold office until the conclusion of the next annual general meeting at which accounts are laid before Liberty Global).
7.8.To authorize the audit committee of Liberty Global’s board of directors to determine the U.K. statutory auditor’s compensation.

8.9.To approve the form agreements and counterparties pursuant to which Liberty Global may conduct the purchase of its ordinary shares in the capital of Liberty Global and authorize all or any of Liberty Global’s directors and senior officers to enter into, complete and make purchases of ordinary shares in the capital of Liberty Global pursuant to the form of agreements and with any of the approved counterparties, which approvals will expire on the fifth anniversary of the 2019 annual general meeting.
10.To authorize Liberty Global’s board of directors in accordance with Section 551 of the U.K. Companies Act 2006 to exercise all the powers to allot shares in Liberty Global and its subsidiaries to make political donations and incur political expendituresgrant rights to subscribe for or to convert any security into shares of upLiberty Global.
11.To authorize Liberty Global’s board of directors in accordance with Section 570 of the U.K. Companies Act 2006 to $1,000,000 underallot equity securities (as defined in Section 560 of said Act) pursuant to the authority contemplated by resolution 10 for cash without the rights of pre-emption provided by Section 561 of the U.K. Companies Act.Act 2006.
No shareholder has proposed, in accordance with sections 100 through 102 of our articles of association, any additional resolutions to be brought before the AGM.
The AGM may be adjourned to another date, time or place for proper purposes, including for the purpose of soliciting additional proxies to vote on the resolutions.

QUESTIONS AND ANSWERS ABOUT THE AGM AND VOTING
The questions and answers below highlight only selected information about the AGM and how to vote your shares. You should read carefully the entire proxy statement, including the Appendix,Appendices, before voting.
When and where is the AGM?
The AGM will be held at 2:3:00 p.m. BST (9:(10:00 a.m. Eastern time), on June 16, 201611, 2019, at Broadgate West, 9 Appold Street, London EC2A 2AP, U.K., telephone number +44 (0)20 7655 5000.
What is the record date for the AGM?
The “record date” for the AGM is 10:00 p.m. BST (5:00 p.m. Eastern time), on April 25, 2016.22, 2019.
What is the purpose of the AGM?
The purpose of the AGM is to consider and vote on each of the resolutions listed in the Meeting Notice and more fully described in this proxy statement. The resolutions in the Meeting Notice are the only items to be acted upon at the AGM. In the event there is a resolution to adjourn or postpone the AGM, the officers designated as proxies will have discretion to vote on such resolution, unless the resolution is to adjourn or postpone the AGM for the purpose of soliciting additional proxies.
What are the requirements to elect the directors and approve each of the other resolutions?
You may cast your vote for or against resolutions 1 through 811 or abstain from voting your shares on one or more of these resolutions.
The affirmative vote of a simple majority of the votes cast by the holders of our voting shares voting together as a single class is required to approve each of the resolutions.resolutions 1 through 10. For example, in regard to the election of directors at the AGM, a nominee for director will be elected to our board if the votes cast “For” such nominee exceed the votes cast “Against” such nominee’s election.
The affirmative vote of at least 75% of the votes cast by the holders of our voting shares voting together as a single class is required to approve resolution 11. Resolution 4 regarding11 is conditional upon resolution 10 receiving the annual reportrequisite shareholder approval. None of the other resolutions is conditional on the implementationapproval of the directors’ compensation policy as reported in this proxy statement (in accordance with requirements applicable to U.K. companies) is advisory in nature. Accordingly, the outcome of this advisory vote is not binding on Liberty Global, our board of directors or our compensation committee. Our board, however, values the opinions of our shareholders and will consider the outcome of the advisory vote in respect of resolution 4.any other resolution.
How many votes do shareholders have at the AGM?
Only holders of record of our voting shares as of the record date are entitled to vote at our AGM. As of the most recent practicablerecord date, April 15, 2016, we had outstanding and entitled to vote at the meeting 253,083,831205,219,862 Liberty Global Class A shares 10,805,850and 11,489,888 Liberty Global Class B shares, 12,657,426 LiLAC Class A shares and 540,089 LiLAC Class B shares. Our voting shares are our only voting ordinary shares and vote together as a single class on all matters. Each Liberty Global Class A share and LiLAC Class A share has one vote and each Liberty Global Class B share and LiLAC Class B share has ten votes on each matter on which holders of ordinary shares of such classes are entitled to vote at the AGM. The Liberty Global Class C shares and LiLAC Class C shares are non-voting, except where otherwise required by the Companies Act and our articles of association.
As of the most recent practicablerecord date, April 15, 2016, we had 102645 record holders of Liberty Global Class A shares 10and eight record holders of Liberty Global Class B shares, 30 record holders of LiLAC Class A shares and 4 record holders of LiLAC Class B shares. SuchThese amounts do not include the number of shareholders whose ordinary shares are held of record by banks, brokers or other nominees, but include each such institution as one holder.

What is the difference between a shareholder of record and a beneficial owner?
These terms describe how your shares are held. If your shares are registered directly in your name with Computershare, our transfer agent, you are a shareholder of record and the proxy materials or the Internet Notice are being sent directly to you by Liberty Global. If your shares are held in the name of a broker, bank, or other nominee, you are a beneficial owner of the shares held in street name and the proxy materials or the Internet Notice are being made available or forwarded to you by your broker, bank, or other nominee, who is treated as the shareholder of record. As the beneficial owner, you have the right to direct your broker, bank, or other nominee on how to vote your shares by following the instructions on the proxy card or Internet Notice.
What do shareholders need to do to vote on the resolutions?
Voting on the resolutions will be by a poll. If you are a shareholder of record, then, after carefully reading and considering the information contained in this proxy statement, you may appoint a proxy to vote on your behalf. The Internet Notice will instruct you as to how you may access and review the information in the proxy materials and how you may submit your proxy

to vote over the internet. When you log onto the internet website address, you will receive instructions on how to vote your shares. The internet voting procedures are designed to authenticate votes cast by use of a personal identification number, which will be provided to each voting shareholder separately. Voting through the internet will be voting by proxy. If you receive a paper copy of the proxy materials, you may also follow the instructions contained therein to submit a proxy and to vote either by submitting a paper proxy or over the internet.
If you are a beneficial owner, you should follow the directions provided by your broker, bank or other nominee as to how to vote your shares or when granting or revoking a proxy.
To be valid, the submission of a proxy via the internet must be received by 6:00 a.m. BST (1:00 a.m. Eastern time) on June 16, 2016.11, 2019.
How do I vote my shares that are held in our 401(k) Plans?Plan?
If you hold Liberty Global Class A shares or LiLAC Class A shares through your account in the Liberty Global 401(k) Savings and Stock Ownership Plan (the 401(k) Plan), which plan is for employees of our subsidiary, Liberty Global, Inc. (LGI), or through your account in the Liberty Puerto Rico 401(k) Savings Plan, which istrustee for employees of our indirect subsidiary Liberty Cablevision of Puerto Rico, LLC, the trustees for each such plan areis required to vote your Liberty Global Class A shares and LiLAC Class A shares as you specify. To allow sufficient time for the trustees to vote your Liberty Global Class A shares, and LiLAC Class A shares, your voting instructions must be received by 10:00 p.m. BST (5:00 p.m. Eastern time) on June 13, 2016.6, 2019. To vote such shares, please follow the instructions provided by the trustee for each such plan.
What if I do not specify a choice for a resolution in my proxy?
All voting shares properly voted via the internet at or prior to 6:00 a.m. BST (1:00 a.m. Eastern time) on June 16, 2016,11, 2019, and all voting shares represented by properly executed paper proxies received prior to or at the AGM and, in each case, not revoked, will be voted in accordance with the instructions so provided. If you are a shareholder of record and no specific instructions are given, the voting shares represented by a properly executed proxy will be voted in favor of each of resolutions 1-8.1-11, as listed in the Meeting Notice.
If you are a beneficial owner, your broker, bank and other nominee may exercise discretion in voting on routine matters, but may not exercise discretion and vote on non-routine matters. Resolutions 5, 6, 7 and 78 are considered routine and your broker, bank or other nominee may, at their discretion, vote on these resolutions without instructions from you. The remaining resolutions 1-4 and 8 are considered non-routine matters and thus your broker, bank or other nominee may not vote on these resolutions without instructions from you.

What if I respond and indicate that I am abstaining from voting?
A properly submitted proxy marked “ABSTAIN”, although counted for purposes of determining whether there is a quorum and for purposes of determining the aggregate voting power and number of ordinary shares represented and entitled to vote at the meeting, will not be treated as votes cast at the AGM. Accordingly, an abstention will not be taken into account in determining the outcome on any of the resolutions.
Can I change my vote?
You may revoke (i.e., terminate) your paper proxy at any time prior to its use by delivering a signed notice of revocation or a later dated signed paper proxy or by attending the meeting and voting in person. Attendance at the AGM will not in itself constitute the revocation of a proxy. Any written notice of revocation or subsequent proxy should be sent or hand delivered so as to be received at Liberty Global plc, Attention: Secretary, 161 Hammersmith Road, London W6 8BS, United Kingdom, at or before the start of the AGM. Any revocation of votes submitted via the internet must be submitted by the same method as the corresponding votes, not later than 6:00 a.m. BST (1:00 a.m. Eastern time), on June 16, 2016.11, 2019. If your ordinary shares are held in the name of a bank, broker or other nominee, you should contact them to change your vote.
All voting shares that have been properly voted and not revoked will be voted at the AGM.
What are “broker non-votes” and how are they treated?
A broker non-vote occurs when ordinary shares held by a broker, bank or other nominee are represented at the meeting, but the nominee has not received voting instructions from the beneficial owner and does not have the discretion to direct the voting of the ordinary shares on a particular resolution. Ordinary shares represented by broker non-votes will be counted for purposes of determining whether there is a quorum at the meeting but will be deemed ordinary shares not entitled to vote and

will not be included for purposes of determining the aggregate voting power and number of ordinary shares represented and entitled to vote on a particular matter.
Who may attend, and who may vote at, the AGM?
All shareholders of Liberty Global may attend the AGM. Only holders of record of our voting shares, as of 10:00 p.m. BST (5:00 p.m. Eastern time), on April 25, 2016,22, 2019, the “record date”record date for the AGM, are entitled to vote at the AGM or any adjournment thereof. Holders of Liberty Global Class C or LiLAC Class C shares will not be entitled to vote on any of the resolutions.
If you are a shareholder of record of our voting shares, you have the right to attend, speak and vote in person at the meeting. Any corporation which is a shareholder of record may by resolution of its directors authorize one or more persons to act as its representative(s) at the AGM and the person(s) so authorized shall (on production of a certified copy of such resolution at the AGM) be entitled to exercise these same powers on behalf of the corporation as that corporation could exercise if it were an individual shareholder of Liberty Global. If you are a beneficial owner, you may also attend and speak at the meeting. You may not, however, vote your shares held in street name unless you obtain a “proxy” from your broker, bank or other nominee that holds the shares, which gives you the right to vote the shares at the meeting.AGM.
Notwithstanding the foregoing, we recommend that you vote by proxy in advance of the AGM even if you plan to attend the AGM (note that you may change your vote at the AGM).
A list of shareholders entitled to vote at the AGM will be available at our offices at 161 Hammersmith Road, London W6 8BS, U.K., and at 1550 Wewatta Street, Suite 1000, Denver, Colorado 80202, U.S., for review by any shareholder, for any purpose germane to the AGM, for at least 10 days prior to the AGM.
What constitutes a quorum at the AGM?
The presence, in person or by proxy, of the holders of a simple majority of the combined voting power of our voting shares outstanding and entitled to vote at the AGM is necessary to constitute a quorum at the AGM.

What is a proxy statement and what is a proxy?
A proxy statement is a document that SEC regulations require us to provide you when we ask you to sign a proxy designating individuals to vote on your behalf. A proxy is your legal designation of another person to vote the shares you own in accordance with your instructions. That other person is called a proxy. If you designate someone as your proxy in a written document, that document is also called a proxy or a proxy card. We have designated the following persons as proxies for the AGM: Jeremy Evans, Bryan H. Hall and John M. Winter.Michelle L. Keist.
How can I access the proxy materials over the internet?
Shareholders can access the Meeting Notice, proxy statement, the annual report and the U.K. Report and Accounts via our website at www.libertyglobal.com or as directed in the Internet Notice for voting via the website at www.envisionreports.com/LGP. The Internet Notice will instruct you as to how you may access and review the information in the proxy materials over the internet. The proxy materials, including the form of proxy, relating to the AGM will be first made available to shareholders on or about May 3, 2016.2, 2019.
A copy of our annual report on Form 10-K/A for the year ended December 31, 2015,2018, including our consolidated financial statements for the fiscal year ended December 31, 2015,2018 (the 2018 Form 10-K/A), and a copy of our U.K. Report and Accounts are available to all holders of our Liberty Global Class A and Class B shares and our LiLAC Class A and Class B shares entitled to vote at the meeting, and upon request to all holders of our Liberty Global Class C and LiLAC Class C shares as of the record date for informational purposes. These reports do not form any part of the material for solicitation of proxies. The annual report2018 Form 10-K/A and the U.K. Report and Accounts are posted at the following website addresses: www.libertyglobal.com and www.envisionreports.com/LGP. If you received the Internet Notice, you will not receive a printed copy of the annual report2018 Form 10-K/A or the U.K. Report and Accounts (unless you request copies of these reports).
What if I receive more than one Internet Notice?
If you received multiple Internet Notices, it means you hold your shares in different ways (e.g., trust, custodial accounts, joint tenancy) or in multiple accounts. To ensure that all of your shares are voted, vote once for each Internet Notice you receive.

Why did I not receive an Internet Notice?
If you elected to receive proxy materials by mail or e-mail for any of your holdings in the past, you were automatically enrolled in the same process for all of your share holdings this year. If you would like to change the method of delivery, please follow the instructions in the Internet Notice or in the question “May I choose the method in which I receive future proxy materials?” below.
How can I request paper copies of the proxy materials?
If you received the Internet Notice by mail and would like to receive a printed copy of our proxy materials, our annual report and our U.K. Report and Accounts please follow the instructions for requesting such materials included in the Internet Notice.
May I choose the method in which I receive future proxy materials?
If you are a shareholder of record, you may receive future notices, annual reports and proxy materials electronically. To sign up for electronic delivery, go to www.computershare-na.com/green. You may also sign up when you vote by internet at www.envisionreports.com/LGP and follow the prompts. Once you sign up, you will no longer receive a printed copy of the notices, annual reports and proxy materials, unless you request them. You may suspend electronic delivery of the notices, annual reports and proxy materials at any time by contacting our transfer agent, Computershare, +1(888) 218-4391 if in the U.S. and +1(781) 575-3919 if outside the U.S.
If you are a beneficial owner, you may request electronic access by contacting your broker, bank, or other nominee.

What is “householding”?
Some banks, brokers and other nominee record holders may be participating in the practice of “householding” the Internet Notice or the proxy materials, as the case may be. This means that only one copy each of the Internet Notice or the proxy materials, as the case may be, is being sent to multiple shareholders in your household. We will promptly deliver a separate copy of the Internet Notice or proxy materials to you if you call, email or emailmail our Investor Relations Department, +1(303) 220-6600 or ir@libertyglobal.com.ir@libertyglobal.com or Liberty Global plc, attention: Investor Relations Department, 161 Hammersmith Road, London W6 8B6. If you prefer to receive separate copies of such documents in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker or other nominee holder, or you may contact us at the above telephone number, email address or emailmailing address.
Who will pay for the cost of this proxy solicitation?
We will solicit the proxies and will pay the entire cost, if any, for such solicitation. Our directors, officers and employees may solicit proxies by mail, email, telephone or in person. These persons will receive no additional compensation for such services. We have also retained Innisfree M&A Incorporated to assist in the solicitation of proxies at a cost of $20,000,$18,000, plus reasonable out of pocket expenses. Brokerage houses, nominees, fiduciaries and other custodians will be requested to forward soliciting material to the beneficial owners of ordinary shares held of record by them and will be reimbursed for their reasonable expenses in connection therewith.
When will Liberty Global announce the voting results?
We will announce the preliminary voting results at the AGM. We will report the final results in a Current Report on Form 8-K that we will file with the SEC. We will also post the final results of voting at the AGM on our website promptly after the AGM.
What do I do if I have additional questions?
If you have any further questions about voting or attending the AGM, please call Liberty Global Investor Relations at +1(303) 220-6600 or contact Innisfree M&A Incorporated, who is acting as proxy solicitation agent for the AGM, at +1(877) 825-8906 (within the U.S. and Canada) or +1(412) 232-3651. Banks and brokers may call collect at +1(212) 750-5833.

CORPORATE GOVERNANCE
Governance Guidelines
Our board has adopted corporate governance guidelines, which are available on our website at www.libertyglobal.com. Under the guidelines, our independent directors meet privately at least twice a year in executive session. These executive sessions are generally held in conjunction with a regularly scheduled board meeting. The presiding director for these meetings is currently Paul A. Gould, the chairman of the audit committee. The role of presiding director rotates annually among our nominating and corporate governance committee chair, our audit committee chair and our compensation committee chair.
Director Independence
It is our policy that a majority of the members of our board of directors be independent of our management. For a director to be deemed independent, our board of directors must affirmatively determine that the director has no direct or indirect material relationship with our company other than in his or her capacity as a board member. To assist our board of directors in determining which of our directors qualify as independent for purposes of the NASDAQ Stock Market (the (NASDAQ) rules, as well as applicable rules and regulations adopted by the SEC, the nominating and corporate governance committee of our board follows the Corporate Governance Rules of the NASDAQ on the criteria for director independence. In addition, audit committee and compensation committee members must meet additional heightened independence criteria applicable to audit committee and compensation committee members under applicable NASDAQ and SEC requirements.
In accordance with these criteria, our board of directors has determined that each of Andrew J. Cole, John P. Cole, Jr., Miranda Curtis, John W. Dick, Paul A. Gould, Richard R. Green, David E. Rapley, Larry E. Romrell, JC Sparkman and J. David Wargo qualifies as an independent director of our company.
Our board of directors has appointed John C. Malone and Michael T. Fries, neither of whom is an independent director, to an executive committee of the board, which is empowered to exercise all the powers and authority of the full board in managing our company between board meetings, except as specifically prohibited by the Companies Act or limited by our board of directors.
Board Leadership Structure
Our board of directors has the authority to determine whether the offices of chairman of the board and chief executive officer should be held by the same or different persons. Since June 2005, these offices have been divided between John C. Malone and Michael T. Fries, respectively, and our board believes that this division continues to be appropriate for our company and its shareholders. The separation of these two roles allows Mr. Fries, our chief executive officer and president (CEO), to focus his energies on actively directing the management of our global operations, including the development and execution of approved strategies and business plans, providing leadership to our executives and employees and representing our company to business partners, investors and the media. Our chairman of the board with his extensive industry background and public company board experience, provides guidance to our CEO and strong leadership to our board in its consideration of strategic objectives and associated risks and oversight of our management’s and company’s performance, and monitoring of our corporate governance processes.performance. We have no policy that requires the positions of chairman and CEO to be separate or combined and we may reconsider our leadership structure from time to time based on the situation at that time.
Risk Oversight
Our management team is responsible for identifying and managing risk related to our company and its significant business activities.activities, subject to oversight by our board of directors. Our board of directors hasexecutes its risk oversight responsibility for the risk management process implemented by management. Our board, as a wholedirectly and through its committees, actively performs this role throughcommittees. Our board receives regular briefings from and discussions with senior management and periodic in-depth sessions on specific topics. For certain risk topics as discussed below, a board committee will have initial responsibility for exercising this oversight role, with the chair of the relevant committee reporting to the full board as necessary or appropriate.board.
Full Board
At each regularly scheduled board meeting, our board receives reports from our CEO and other members of senior management with respect to their business unit or functional area, which include information relating to general and specific risks facing our company. For our business units, these reports will address, among other things, material business-specific risks, such as competitive challenges, regulatory initiatives and risks related to operational execution, as well as macro-economic and political risks. Functional area reports cover our capital structure, liquidity, foreign currency exposure, credit and equity

market conditions, developments in technology, cybersecurity risks, legal and regulatory compliance, and talent management and compensation programs. In-depth presentations are made by senior management in connection with our board’s consideration of acquisition opportunities and new strategic initiatives, which include a discussion of material risks to achieving the business case for the proposed transaction or project. Our senior management regularly updates the audit committee and board on our

cybersecurity risks, including how we determine and mitigate such risks. It also reviews information regarding our cybersecurity risks on a regular basis. Periodically, a more detailed review of a specific country of operation will be provided by the local management team or a specific topic of interest, such as technology developments, will be explored in greater depth, at a regularly scheduled or a special board meeting or during an off-site visit. Our board of directors also makes annual site visits to different countries in which we operate and has periodic strategy retreats with invited members of senior management. Our senior management’s attendance at board meetings, the site visits and strategy retreats provide frequent opportunities for our directors to interact with members of our management team individually to understand and provide input on relevant risk exposures. Also, through its review of our strategies and objectives, budgets and business plans, our board of directors sets the direction for appropriate risk taking within our operations.
Committees
Each board committee considers and addresses risk as it performs its committee responsibilities, and the individual committee chairpersons provide reports to the full board that may include a discussion of risks initially overseen by the committees.
Audit Committee. Our audit committee has oversight responsibility for the qualifications and independence of our independent auditor, the performance of our internal audit function and the operation of our ethics compliance reporting process. In addition, our audit committee has oversight responsibility with respect to management’spolicies, processes and activitiesrisks relating to the reliability and integrity of our accounting policies,financial statements, financial reporting practicesprocesses, auditing and financial statements.information security and technology, including cybersecurity risks. The senior officer of our internal audit and compliance group reports to the audit committee and assists the committee with its review of relevant risks within its oversight responsibility and of our internal controls. In particular, such group has the primary responsibility for evaluating management’s internal control over financial reporting, as well as responsibility for monitoring and testing our company-wide policies, procedures and internal controls for other compliance and operational risks included in the annual internal audit plan reviewed and approved by the audit committee. Senior officers of our finance and accounting groups attend all regularly scheduled audit committee meetings and either they or members of their teams provide in-depth reports on a periodic basis and when requested by the audit committee. Such reports includespecific risks, including changes in accounting rules, that may have a significant effect on our financial statements, tax planning and risks, and risks associated with liquidity, covenant compliance, currency and interest rate hedging positions and stability of counterparties. On an annual basis, such senior officers presentFrom time to time, the committee a report on key financial statement risks, the level of such risks and how such risks are being monitored. Our audit committee, also oversees our processeswith management, identifies and practices with respectreviews other areas of risks related to our enterprise risk management assessment,Liberty Global’s operations and at least quarterly receives reports on and presentations from areas of the business that have been identified through the risk management assessment as may pose a significant risk for the company.reviews cybersecurity risks. The audit committee also receives reports on complaintsallegations received through our ethics compliance reporting process and the status of investigations into such complaints.allegations. Additional functions of the audit committee are described under Board and Committees of the Board of Directors and Attendance—Audit—Audit Committee below.
Compensation Committee. Our compensation committee reviews and either approves or recommends to the full board for its approval the compensation programs for members of our senior management, including our executive officers. It also administers and approves equity grants and performance award programs to certain of our employees under the Liberty Global 2014 Incentive Plan (Amended and Restated effective February 24, 2015) (the 2014 Incentive Plan). In fulfilling these duties, the compensation committee also has oversight responsibility with respect to risks related to the design and implementation of thesecompensation programs for senior management and equity performance-based awards. At least annually, our compensation committee considers the risks associated with our compensation policies and practices for both executive compensation and compensation generally. To assist the compensation committee in discharging this responsibility, our global human resources group provides reports on the design and administration of incentive programs and the safeguards in effect to avoid encouraging unnecessary or excessive risk taking. For the compensation committee’s report on its risk assessment of our compensation programs, see —Risk Assessment of Compensation Programs below.
Nominating and Corporate Governance Committee. Our nominating and corporate governance committee has oversight responsibility with respect to risks related to our governance, including board and director performance and governance guidelines. It supervises annual evaluations of the performance of our board of directors and our individual director nominees. Each of our committees completes its own periodic self-evaluation on performance and reports its findings to our full board when appropriate. Our nominating and corporate governance committee also conducts periodic reviews of our governance guidelines.
Succession Planning Committee. Our succession planning committee is responsiblehas oversight responsibility for developingthe risks related to succession planning for our CEO and other executive officers, as well as risks associated with a CEO absence. At least annually our succession planning committee evaluates a CEO candidate profile and qualifications that meets the leadership needs of Liberty Global. In the event of a CEO absence, it will evaluate candidates for the CEO position based on such profile and qualifications.

Risk Assessment of Compensation Programs
Consistent with SEC requirements, we assess annually our company’s compensation programs and have concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on our company taken as a whole. Our global human resources group reviewed the performance-based compensation programs for all corporate-level employees in our corporate offices in the U.K., the U.S. and the Netherlands, and foremployees in our country-level managing directors and chief financial officersoperating companies who also participate in each of our operations.such plans. It also reviewed over 80 annual20 bonus plans and sales/70 sales incentive/commission plans in place at our operating companies to identify the presence or lack of certain features that would impact organizational risk. Further, it analyzed total compensation costs (including salaries, commissions, bonuses, severance, fringe benefits and employee training and development costs) for each country of operation as a percentage of that country’s revenue. Finally, it reviewed its own policies and procedures for the administration and governance of these programs for corporate-level employees and for managing directors and chief financial officers in each operation and related entity-level controls. The scope and results of this review were presented to the compensation committee of our board.

Code of Business Conduct and Code of Ethics
We have adopted a code of business conduct that applies to all of our employees, directors and officers. In addition, we have adopted a code of ethics for our CEO and senior financial officers and the chief executive officersmanaging directors and senior financial officers at our operating companies, which constitutes our “code of ethics” within the meaning of Section 406 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act). Both codes are available on our website at www.libertyglobal.com.
Political Contributions
We did not make any political contributions during 2015. Our code of business conduct prohibits the use of company funds and assets for political contributions to political parties, political party officials and candidates for office, unless approved by our general counsel. Additionally, our charitable giving programs available to employees prohibit political contributions by our company. At this meeting, we are requesting that our shareholders authorize the company to make or incur payments not to exceed $1.0 million in the aggregate for political donations (including donations to political organizations and political parties) and political expenditures, during the period beginning on the date of the AGM and expiring at the next annual general meeting of Liberty Global. For further information on this resolution, please see Resolution 8 below.
Shareholder Communication with Directors
Our shareholders and other interested parties may send communications to our board of directors or to individual directors by mail addressed to the board of directors or to an individual director c/o Liberty Global plc, 161 Hammersmith Road, London W6 8BS, U.K. Attn: General Counsel. Communications from our shareholders will be forwarded to our directors on a timely basis.


BOARD AND COMMITTEES OF THE BOARD
Board Meetings and Attendance
During 2018, we had nine meetings of our full board of directors. Each director attended, either in person or telephonically, at least 75% of the total number of meetings of our board and each committee on which he or she served. The independent directors of Liberty Global held two executive sessions without the participation of management during 2018. Our board of directors encourages all members to attend each annual general meeting of our shareholders. For our 2018 AGM, five of our board members attended in person or via tele-conference.
Information with respect to each of the current committees of our board of directors is provided below. Our board of directors has adopted a written charter for each of its committees, which are available on our website at www.libertyglobal.com.
The table below provides membership and meeting information for each of the board committees.
  Audit Compensation Nominating & Corporate Governance Succession Planning
Andrew J. Cole   l l  
Miranda Curtis l   l l
John W. Dick l   l  
Michael T. Fries        
Paul A. Gould Chair   l l
Richard R. Green     l  
John C. Malone       Chair
David E. Rapley     Chair l
Larry E. Romrell   l l  
JC Sparkman   Chair l l
David Wargo l   l  
2018 Meetings 8 9 2 0
Committees of the Board
Audit Committee
A description of the audit committee members’ respective experience is set forth under Resolutions 1, 2 and 3 below. Our board of directors has determined that more than one member of the committee, including its chairman, Mr. Gould, qualifies as an “audit committee financial expert” under applicable SEC rules and regulations.
The audit committee reviews and monitors our corporate financial reporting and our internal and external audits. The audit committee’s functions include:
appointing and, if necessary, replacing our independent auditors;
reviewing and approving, in advance, the scope and the fees of all auditing services, and all permissible non-auditing services, to be performed by our independent auditors;
reviewing our annual audited financial statements with our management and our independent auditors and making recommendations regarding inclusion of such audited financial statements in certain of our public filings;
overseeing the work of our independent auditor for the purpose of preparing or issuing an audit report or related work or performing other audit, review or attest services, including holding quarterly meetings to review our quarterly reports, discussing with our independent auditors issues regarding the ability of our independent auditors to perform such services, reviewing with our independent auditors any audit related problems or difficulties and the response of our management, and addressing other general oversight issues;

reviewing and discussing with management and our independent auditors issues regarding accounting principles, tax matters, effectiveness of internal controls, financial reporting, and regulatory and accounting initiatives;
reviewing quarterly earnings releases;
overseeing the maintenance of an internal audit function, discussing with our independent auditors, the internal auditor and our management, as appropriate, the internal audit function’s responsibilities, budget and staff, periodically reviewing with our independent auditors the results and findings of the internal audit function and coordinating with our management to ensure that the issues associated with such results and findings are addressed;
discussing with management financial risk exposure and risk management policies;
reviewing disclosures by our certifying officers on any significant deficiencies or material weaknesses in the design or operation of our internal controls and any fraud involving persons who have a significant role in our internal controls;
overseeing management’s processes and activities with respect to confirming compliance with applicable securities laws and SEC and NASDAQ rules relating to our accounting and financial reporting processes and the audit of our financial statements;
establishing procedures for the consideration of alleged violations of the code of business conduct and the code of ethics adopted by our board and for the reporting and disclosure of violations of or waivers under such codes;
establishing procedures for receipt, retention and treatment of allegations on accounting, internal accounting controls or audit matters; and
preparing a report for our annual proxy statement.
In addition to the foregoing, as provided in our corporate governance guidelines referenced above, the audit committee must review and approve any related party transaction in which an executive officer has a direct or indirect interest for which disclosure is required under SEC rules.
Compensation Committee
The compensation committee sets our overall compensation philosophy and oversees our executive compensation and benefits programs, policies and practices. The compensation committee’s functions include:
•reviewing and approving annual and long-term performance goals and objectives for our CEO;
•evaluating the performance of and determining the compensation for our CEO;
reviewing and approving the compensation of our executive officers and certain other executives, including any employment agreements;
reviewing and approving cash-based and equity-based compensation plans that are shareholder approved and awards granted thereunder where participants are executive officers and other members of senior management;
•discussing with management the risk from our compensation program and policies; and
•preparing a report for our annual proxy statement.
See Executive Officers and Directors Compensation—Compensation Discussion and Analysis below for a description of the responsibilities of the compensation committee on matters related to executive compensation and administration of the various incentive plans of our company for awards to employees.
The compensation committee has the authority to engage its own compensation consultants and other independent advisors. During 2018, the compensation committee did not retain any independent advisors for purposes of rendering advice on our executive compensation.
Compensation Committee Interlocks and Insider Participation.During 2018, none of the members of our compensation committee was an officer or employee of our company or any of our subsidiaries, was formerly an officer of our company or any of our subsidiaries, or had any relationship requiring disclosure under applicable securities laws.

Nominating and Corporate Governance Committee
The nominating and corporate governance committee identifies and recommends persons as nominees to our board of directors, reviews from time to time our corporate governance guidelines and oversees the evaluation of our board of directors. Its duties include:
reviewing and recommending compensation for our independent directors and our chairman of the board, including equity-based awards;
developing criteria for board membership;
reviewing candidates recommended by shareholders for elections to the board; and
assessing director and candidate independence.
The nominating and corporate governance committee will consider candidates for director recommended by any shareholder, provided that such nominations are properly submitted. Eligible shareholders wishing to recommend a candidate for nomination as a director should send the recommendation in writing to the Nominating and Corporate Governance Committee, Liberty Global plc, 161 Hammersmith Road, London W6 8BS, United Kingdom, Attn: General Counsel. Shareholder recommendations must be made in accordance with our articles of association, as discussed under Shareholder Resolutions in this proxy statement, and contain the following information:
the proposing shareholder’s name and address and documentation indicating the number of ordinary shares beneficially owned by such person and the holder or holders of record of those shares, together with a statement that the proposing shareholder is recommending a candidate for nomination as a director;
the candidate’s name, age, business and residence addresses, principal occupation or employment, business experience, educational background and any other information relevant in light of the factors considered by the nominating and corporate governance committee in making a determination of a candidate’s qualifications, as described below;
a statement detailing any relationship, arrangement or understanding that might affect the independence of the candidate as a member of our board;
any other information that would be required under SEC rules in a proxy statement soliciting proxies for the election of the candidate as a director;
a representation as to whether the proposing shareholder intends to deliver any proxy materials or otherwise solicit proxies in support of the director nominee;
a representation that the proposing shareholder intends to appear in person or by proxy at the annual general shareholders meeting at which the person named in such notice is to stand for election; and
a signed consent of the candidate to serve as a director, if nominated and elected.
In connection with its evaluation, the nominating and corporate governance committee may request additional information from the proposing shareholder and the candidate. The nominating and corporate governance committee has sole discretion to decide which individuals to recommend for nomination as directors.
To be nominated to serve as a director, a nominee need not meet any specific, minimum criteria; however, the nominating and corporate governance committee believes that nominees for director should possess the highest personal and professional ethics, integrity and values and should be committed to our long-term interests and the interests of our shareholders. When evaluating a potential director nominee, including one recommended by a shareholder, the nominating and corporate governance committee will take into account a number of factors, which may include the following:
independence from management; education and professional background; judgment, skill and reputation;
understanding of our business and the markets in which we operate;
expertise that is useful to us and complementary to the expertise of our other directors;
existing commitments to other businesses as a director, executive or owner;
personal conflicts of interest, if any; and

the size and composition of our existing board of directors.
The nominating and corporate governance committee does not have a formal policy on diversity. It does, however, consider whether the nominee has personal capabilities and qualifications that contribute to the overall diversity of our board. For this purpose, the committee construes diversity broadly to include a variety of perspectives, opinions, professional backgrounds and experiences.
When seeking candidates for director, the nominating and corporate governance committee may solicit suggestions from incumbent directors, management, shareholders and others. After conducting an initial evaluation of a prospective nominee, the nominating and corporate governance committee will interview that candidate if it believes the candidate might be suitable to be a director. The nominating and corporate governance committee may also ask the candidate to meet with management. If the nominating and corporate governance committee believes a candidate would be a valuable addition to the board of directors, it may recommend to our full board that candidate’s appointment or election.
Prior to nominating an incumbent director for re-election at an annual general meeting, the nominating and corporate governance committee considers, in addition to the foregoing criteria, the director’s past attendance at, and participation in, meetings of our board of directors and its committees and the director’s formal and informal contributions to the various activities conducted by the board and the board committees of which such individual is a member.
Based on the foregoing considerations, the nominating and corporate governance committee determined to recommend Messrs. Cole, Green and Rapley for nomination for re-election to our board.
Succession Planning Committee
Our board of directors has established a succession planning committee to assist the full board in succession planning for our CEO. The responsibilities of the succession planning committee include the development of candidate profiles and qualifications, the identification and evaluation of potential internal candidates and opportunities for their development, the evaluation of potential external candidates and annual reporting to the full board on the results of its work. Our CEO collaborates with the succession planning committee in the performance of its functions. Our board of directors has adopted a written charter for the succession planning committee, which is available on our website at www.libertyglobal.com.
Executive Committee
Our board of directors has established an executive committee pursuant to our articles of association, whose members are Michael T. Fries and John C. Malone, neither of whom is an independent director. The primary purpose of the executive committee is to exercise powers of the board of directors on matters requiring expediency that arise between regularly scheduled board meetings, such as financings, investments, tax planning, acquisitions and divestitures and similar matters. Except as specifically prohibited by the Companies Act or limited by our board of directors, the executive committee may exercise all the powers and authority of our board in the management of our business and affairs between board meetings, including the power and authority to authorize the issuance of ordinary shares of our capital stock, with the exception of certain matters, including amendments to the articles of association and fundamental changes to Liberty Global (such as a merger or sale of substantially all of its assets).

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Certain Beneficial Owners
The following table sets forth information, to the extent known by us or ascertainable from public filings, concerning our ordinary shares beneficially owned by each person or entity known by us to own more than 5% of any class of our outstanding voting shares.
Except as otherwise indicated in the notes to the table, the security ownership information is given as of April 1, 20162019 and, in the case of percentage ownership information, is based upon (1) 252,929,858204,748,091 Liberty Global Class A shares, (2) 10,805,85011,489,888 Liberty Global Class B shares, and (3) 576,899,089523,461,054 Liberty Global Class C shares, (4) 12,649,786 LiLAC Class A shares, (5) 540,089 LiLAC Class B shares and (6) 30,779,988 LiLAC Class C shares, in each case, outstanding on that date. Beneficial ownership of our Liberty Global Class C shares and LiLAC Class C shares is set forth below only to the extent known by us or ascertainable from public filings. Our Liberty Global Class C shares and LiLAC Class C shares are, however, non-voting and, therefore, in the case of voting power, are not included.
Ordinary shares issuable on or within 60 days after April 1, 2016,2019, upon exercise of options or stockshare appreciation rights (SARs), vesting of restricted share units (RSUs), conversion of convertible securities or exchange of exchangeable securities, are deemed to be outstanding and to be beneficially owned by the person holding the options, SARs, RSUs or convertible or exchangeable securities for the purpose of computing the percentage ownership of that person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Also, for purposes of the following presentation, beneficial ownership of our Liberty Global Class B shares, and LiLAC Class B shares, although convertible on a one-for-one basis into our Liberty Global Class A shares, and LiLAC Class A shares, respectively, is reported as beneficial ownership of our Liberty Global Class B shares and LiLAC Class B shares only, and not as beneficial ownership of our Liberty Global Class A shares and LiLAC Class A shares, as the case may be.shares. The percentage of voting power is presented on an aggregate basis for each person or entity named below.
So far as is known to us, the persons indicated below have sole voting power and sole dispositive power with respect to the ordinary shares indicated as beneficially owned by them, except as otherwise stated in the notes to the table.
Name and Address of Beneficial Owner Title of Class Amount and Nature of Beneficial Ownership Percent of Class Voting Power Title of Class Amount and Nature of Beneficial Ownership Percent of Class Voting Power
John C. Malone Liberty Global Class A 1,115,939
(1)(2)(3)(4) *
 24.7% Liberty Global Class A 4,667,867
(1)(2)(3) 2.3% 29.0%
c/o Liberty Global plc Liberty Global Class B 8,787,373
(2)(4)(5) 81.3%   Liberty Global Class B 8,787,373
(4)(5) 76.5%  
161 Hammersmith Road Liberty Global Class C 11,850,113
(1)(2)(3)(6) 2.1%   Liberty Global Class C 17,486,844
(1)(2)(3)(4) 3.3%  
London W6 8BS U.K. LiLAC Class A 55,796
(1)(2)(3)(4) *
        
 LiLAC Class B 439,368
(2)(4)(5) 81.4%        
 LiLAC Class C 653,616
(1)(2)(3)(6) 2.1%  
Michael T. Fries Liberty Global Class A 2,537,790
(6)(7)(8)1.2% 5.1%
c/o Liberty Global plc Liberty Global Class B 1,390,295
(5)12.1%  
161 Hammersmith Road Liberty Global Class C 6,188,663
(6)(7)(8)1.2%  
London W6 8BS U.K.    
            
Robert R. Bennett Liberty Global Class A 208
(7) *
 2.8% Liberty Global Class A 208
(9) *
 3.1%
c/o Liberty Media Corporation Liberty Global Class B 993,552
(7) 9.2%   Liberty Global Class B 993,552
(9) 8.6%  
12300 Liberty Boulevard LiLAC Class A 10
(7) *
        
Englewood, CO 80112 LiLAC Class B 49,572
(7) 9.2%        
            
Berkshire Hathaway Inc. Liberty Global Class A 19,791,000
(10) 9.7% 6.2%
3555 Farnam Street Liberty Global Class B —
 —
  
Omaha, NE 68131      
      
BlackRock, Inc. Liberty Global Class A 17,651,611
(8) 7.0% 4.8% Liberty Global Class A 11,815,739
(11) 5.8% 3.7%
55 East 52nd Street Liberty Global Class B —
 —
  
New York, NY 10022 LiLAC Class A 423,663
(9) 3.3%  
50 East 52nd Street Liberty Global Class B —
 —
  
New York, NY 10055      
 LiLAC Class B —
 —
        
      
Dodge & Cox Liberty Global Class A 18,957,003
(12) 9.3% 5.9%
555 California Street Liberty Global Class B —
 —
  
40th Floor      

Name and Address of Beneficial Owner Title of Class Amount and Nature of Beneficial Ownership Percent of Class Voting Power
Capital World Investors Liberty Global Class A 13,923,574
(10) 5.5% 3.8%
A division of Capital Research and Management Company Liberty Global Class B —
  —
  
333 South Hope Street LiLAC Class A 341,598
(9) 2.7%  
Los Angeles, CA 90071 LiLAC Class B —
  —
  
          
FMR LLC Liberty Global Class A 14,224,040
(11) 5.6% 4.1%
      245 Summer Street Liberty Global Class B —
  —
  
Boston, MA 02210 LiLAC Class A 1,206,087
(12) 9.5%  
  LiLAC Class B —
  —
  
          
 Kora Management LP Liberty Global Class A —
  —
 *
55 Prospect Street, Suite 310 Liberty Global Class B —
  —
  
Brooklyn, NY 11201 LiLAC Class A 792,466
(13) 6.3%  
  LiLAC Class B —
  —
  
          
 New Mountain Vantage Liberty Global Class A —
  —
 *
Advisors L.L.C. Liberty Global Class B —
  —
  
787 Seventh Avenue, 49th Floor LiLAC Class A 674,974
(14) 5.3%  
New York, NY 10019 LiLAC Class B —
  —
  
Name and Address of Beneficial Owner Title of Class Amount and Nature of Beneficial Ownership Percent of Class Voting Power
San Francisco, CA 94104         
          
William H Gates III Liberty Global Class A 10,855,524
(13) 5.3% 3.4%
Cascade Investments LLC Liberty Global Class B —
  —
  
2365 Carillon Point         
Kirkland, WA 98033         
          
Harris Associates L.P. Liberty Global Class A 25,294,509
(14) 12.4% 7.9%
111 S. Wacker Drive, Liberty Global Class B —
  —
  
Suite 4600         
Chicago, IL 60606         
_______________
* Less than one percent.
(1)Includes 90,303124,808 Liberty Global Class A shares 680,041and 756,405 Liberty Global Class C shares, 4,515 LiLAC Class A shares and 34,002 LiLAC Class C shares held by Mr. Malone’s spouse, as to which shares Mr. Malone has disclaimed beneficial ownership.
(2)
Includes 48,000105,147 Liberty Global Class A shares 110,148 Liberty Global Class B shares, 56,444and 261,085 Liberty Global Class C shares, 2,400 LiLACthat are subject to options, which were exercisable as of, or will be exercisable within 60 days of, April 1, 2019.
(3)Includes 2,140,050 Liberty Global Class A shares 5,507 LiLACand 4,736,253 Liberty Global Class BC shares and 14,222 LiLACheld by Columbus Holding LLC, in which Mr. Malone has a controlling interest.
(4)
Includes 110,148 Liberty Global Class CB shares held by two trusts managed by an independent trustee, of which the beneficiaries are Mr. Malone’s adult children. Mr. Malone has no pecuniary interest in the trusts, but he retains the right to substitute the assets held by the trusts. Mr. Malone has disclaimed beneficial ownership of the shares held inby the trusts. Also, includes 8,677,225 Liberty Global Class B shares 7,117,225and 6,757,225 Liberty Global Class C shares, 433,861 LiLAC Class B shares and 375,861 LiLAC Class C shares held by a trust with respect to which Mr. Malone is the sole trustee and, with his spouse, retains a unitrust interest in the trust (the Malone Trust).
(3)Includes 25,459 Liberty Global Class A shares, 58,208 Liberty Global Class C shares, 1,273 LiLAC Class A shares and 2,922 LiLAC Class C shares that are subject to options, which were exercisable as of, or will be exercisable within 60 days of, April 1, 2016.
(4)
The Irrevocable Undertaking, dated as of November 16, 2015, from Mr. Malone to Cable & Wireless Communications Plc (CWC) contains provisions relating, in certain circumstances, to the voting (subject to certain restrictions) of certain Liberty Global Class A shares, Liberty Global Class B shares, LiLAC Class A shares and LiLAC Class B shares beneficially owned by Mr. Malone and the transferability of such shares. Mr. Malone expressly disclaims the existence of and membership in a group with CWC.
(5)Based on the Schedule 13D/A (Amendment No. 7) of Mr. Malone filed with the SEC on February 18, 2014, pursuant to a letter agreement dated as of February 13, 2014, among Michael T. Fries, our CEO and one of our directors, Mr. Malone and the Malone Trust have agreed that, for so long as Mr. Fries is employed as a principal executive officer by us or serving on our board of directors, (a) in the event the Malone Trust or any permitted transferee (as defined in the letter agreement) is not voting the Liberty Global Class B shares and LiLAC Class B shares owned by the Malone Trust, Mr. Fries will have the right to vote such Liberty Global Class B shares and LiLAC Class B shares and (b) in the event the Malone Trust or any permitted transferee determines to sell such Liberty Global Class B shares and LiLAC Class B shares, Mr. Fries (individually or through an entity he controls) will have an exclusive right to negotiate to purchase such shares, and if the parties fail to come to an agreement and the Malone Trust or any permitted transferee subsequently intends to enter into a sale transaction with a third party, Mr. Fries (or an entity controlled by him) will have a right to match the offer made by such third party.

a sale transaction with a third party, Mr. Fries (or an entity controlled by him) will have a right to match the offer made by such third party.
(6)Includes 2,200,0001,765,401 Liberty Global Class A shares and 4,577,077 Liberty Global Class C shares and 110,000 LiLAC Class C sharesthat are subject to a long-dated post-paid variable forward sale contract with an unaffiliated counterparty, divided into 20 components eachSARs, which were exercisable as of, 110,000 Liberty Global Class C shares and 5,500 LiLAC Class C shares. The components mature on sequential tradingor will be exercisable within 60 days beginning on August 17, 2017 and ending on September 14, 2017.of, April 1, 2019.
(7)Includes 1,977 Liberty Global Class A shares and 13,061 Liberty Global Class C shares held in the 401(k) Plan for the benefit of Mr. Fries.
(8)Includes 46,200 Liberty Global Class A shares and 283,360 Liberty Global Class C shares held by a trust managed by an independent trustee, of which the beneficiaries are Mr. Fries’ children. Mr. Fries has no pecuniary interest in the trust, but he retains the right to substitute the assets held by the trust. Mr. Fries has disclaimed beneficial ownership of the shares held by the trust.
(9)The number of Liberty Global Class A shares and Liberty Global Class B shares, LiLAC Class A shares and LiLAC Class B shares is based upon a Form 8.3 dated November 4, 2015, submitted by Mr. Bennett pursuant to the U.K. Takeover Code. Based on hisOf the shares reported, a Schedule 13D/A (Amendment No. 1) dated March 6, 2014, filed by Mr. Bennett with the SEC on April 3,March 6, 2014, Mr. Bennett has sole voting and dispositive power over the Liberty Global Class A shares and Liberty Global Class B shares reported. Of the shares reported, the Schedule 13D/A shows Mr. Bennett and his spouse jointly owning 749,539 Liberty Global Class B shares and Hilltop Investments, LLC, which is jointly owned by Mr. Bennett and his spouse, owning 232,334 Liberty Global Class B shares.
(8)The number of Liberty Global Class A shares is based upon the Schedule 13G/A (Amendment No. 2) for the year ended December 31, 2015, filed with the SEC on January 26, 2016, by BlackRock, Inc. as a parent holding company of various subsidiaries, which together beneficially own the shares. The Schedule 13G/A reflects that BlackRock, Inc. has sole voting power over 15,031,058 of the Liberty Global Class A shares. It has sole dispositive power over all of the Liberty Global Class A shares.
(9)The number of shares for the respective shareholder is based upon their respective Form 13F for the quarter ended December 31, 2015.
(10)The number of Liberty Global Class A shares is based upon the Schedule 13G/A (Amendment No. 2) for the year ended December 31, 2015, filed with the SEC on February 12, 2016, by Capital World Investors as a result of Capital Research and Management Company acting as investment advisor to various investment companies, including EuroPacific Growth Fund. The Schedule 13G/A reflects that Capital World Investors has sole voting and dispositive power over the Liberty Global Class A shares. EuroPacific Growth Fund filed with the SEC a Schedule 13G/A (Amendment No. 1) for the year ended December 31, 2015 on February 16, 2016, reporting beneficial ownership over 7,194,500 of the Liberty Global Class A shares reported by Capital World Investors and states under certain circumstances it may vote these shares.
(11)
The number of Liberty Global Class A shares is based upon the Schedule 13G/A (Amendment No. 1) for the year ended December 31, 2015,2018, filed with the SEC on February 12, 2016,14, 2019, by FMR LLC,Warren E. Buffett on behalf of himself and Berkshire Hathaway Inc. (Berkshire), as well as on behalf of the following for the respected number of Liberty Global Class A shares indicated: National Indemnity Company (11,412,000), GEICO Corporation (11,190,970), Government Employees Insurance Company (8,075,130), GEICO Indemnity Company (1,752,278), The Buffalo News Drivers/Distributors Pension Plan (27,000), BNSF Master Retirement Trust (2,624,000), Lubrizol Master Trust Pension (340,000), The Buffalo News Mechanical Pension Plan (30,000), GEICO Advantage Insurance Company (1,363,562), Berkshire Hathaway Consolidated Pension Plan Master Retirement Trust (2,375,000), GEICO Corporation Pension Plan Trust (950,000), Scott Fetzer Collective Investment Trust (400,000), Acme Brick Company Pension Trust (395,000), The Buffalo News Editorial Pension Plan (265,000), The Buffalo News Office Pension Plan (159,000) and Precision Castparts Corp. Master Trust (814,000). Mr. Buffett (who may be deemed to control Berkshire), Berkshire and GEICO Corporation are each a parent holding company. National Indemnity

Company, Government Employees Insurance Company, GEICO Indemnity Company and GEICO Advantage Insurance Company are each an insurance company and the remaining reporting persons are each an employee benefit plan. Mr. Buffett, Berkshire and the other reporting persons share voting and dispositive power over the shares listed in the table.
(11)The number of Liberty Global Class A shares is based upon the Schedule 13G for the year ended December 31, 2018, filed with the SEC on February 8, 2019, by BlackRock Inc. BlackRock Inc. is a parent holding company of various subsidiaries, Edward C. Johnson III and Abigail P. Johnson, which together beneficially own the shares.investment companies. The Schedule 13G/A13G reflects that FMR Co.BlackRock Inc. owns at least 5% of the shares. The family of Edward C. Johnson III, including Abigail P. Johnson, hold 49% of the voting power of FMR LLC. The Schedule 13G/A reflects that FMR LLC has sole voting power over 818,67611,068,265 of the Liberty Global Class A shares and sole dispositive power over all of the Liberty Global Class A shares.
(12)The number of LiLACLiberty Global Class A shares is based upon the Schedule 13G/A (Amendment No. 1)2) for the year ended December 31, 2015,2018, filed with the SEC on February 12, 2016,14, 2019, by FMR LLC,Dodge & Cox. Dodge & Cox is an investment advisor to various investment companies and managed accounts. Dodge & Cox International Stock Fund, an investment company, has an interest in 18,753,503 of the Liberty Global Class A shares reported in the table.
(13)
The number of Liberty Global Class A shares is based on a Schedule 13G filed with the SEC on May 18, 2018, by William H. Gates III, Cascade Investment, L.L.C. (Cascade), the Bill and Melinda Gates Foundation Trust (the Gates Trust) and Melinda French Gates. All Liberty Global Class A shares held by Cascade may be deemed to be beneficially owned by Mr. Gates as a parent holding companythe sole member of Cascade. All of the Liberty Global Class A shares beneficially owned by the Gates Trust may be deemed to be beneficially owned by Mr. and Mrs. Gates as co-trustees of the Gates Trust. The Schedule 13G reflects that Mr. Gates has sole voting and dispositive power over 8,736,009 Liberty Global Class A shares and shared voting and dispositive power over 2,119,515 Liberty Global Class A shares; Cascade has sole voting and dispositive power over 8,736,009 Liberty Global Class A shares; and the Gates Trust and Mrs. Gates each have shared voting and dispositive power over 2,119,515 Liberty Global Class A shares. Mr. Gates’ address is One Microsoft Way, Redmond, WA 98052.
(14)
The number of Liberty Global Class A shares is based upon the Schedule 13G/A (Amendment No. 2) for the year ended December 31, 2018, filed with the SEC on February 14, 2019, by Harris Associates Inc. (HAI) on behalf of itself and as general partner of Harris Associates L.P. (Harris L.P.). HAI is an investment advisor to various subsidiaries, Edward C. Johnson III and Abigail P. Johnson, which together beneficially own the shares.clients. The Schedule 13G/A reflects that FMR Co. Inc. owns at least 5% of the shares. The Schedule 13G/A reflects FMR LLC hasHAI and Harris L.P. each have sole voting power over 121,21120,643,508 of the LiLACLiberty Global Class A shares and sole dispositive power over all of the LiLACLiberty Global Class A shares.
(13)The number of LiLAC Class A shares is based upon the Schedule 13G/A (Amendment No. 1) for the year ended December 31, 2015, filed with the SEC on February 16, 2016, by Kora Management LP, as investment manager to Kora Master Fund LP. The Schedule 13G/A reflects that Kora Management LP has sole voting and sole dispositive power over all of the LiLAC Class A shares.
(14)The number of LiLAC Class A shares is based upon the Schedule 13G/A (Amendment No. 1) for the year ended December 31, 2015, filed with the SEC on February 16, 2016, by the New Mountain Vantage Advisors L.L.C. as an investment advisor to certain private funds and investment entities and Steven B. Klinsky as managing member of New Mountain Capital Group L.L.C., which is the managing member of New Mountain Vantage Advisors L.L.C. The Schedule 13G/A reflects that New Mountain Vantage Advisers, L.L.C. has shared voting power and shared dispositive power over all of the LiLAC Class A shares.

Security Ownership of Management
The following table sets forth information with respect to the beneficial ownership by each of our directors and each of our named executive officers as described below, and by all of our directors and executive officers as a group, of each class of our outstanding shares.
The security ownership information is given as of April 1, 20162019 and, in the case of percentage ownership information, is based upon (1) 252,929,858204,748,091 Liberty Global Class A shares, (2) 10,805,85011,489,888 Liberty Global Class B shares and (3) 576,899,089523,461,054 Liberty Global Class C shares, (4) 12,649,786 LiLAC Class A shares, (5) 540,089 LiLAC Class B shares and (6) 30,779,988 LiLAC Class C shares, in each case, outstanding on that date. Although beneficial ownership of our Liberty Global Class C shares and LiLAC Class C shares is set forth below, our Liberty Global Class C shares and LiLAC Class C shares are non-voting and, therefore, in the case of voting power, are not included. The percentage of voting power is presented on an aggregate basis for each person or group listed below.
Ordinary shares issuable on or within 60 days after April 1, 2016,2019, upon exercise of options or SARs, vesting of RSUs, conversion of convertible securities or exchange of exchangeable securities, are deemed to be outstanding and to be beneficially owned by the person holding the options, SARs, RSUs or convertible or exchangeable securities for the purpose of computing the percentage ownership of that person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. For purposes of the following presentation, beneficial ownership of our Liberty Global Class B shares, and LiLAC Class B shares, although convertible on a one-for-one basis into our Liberty Global Class A shares, and LiLAC Class A shares, respectively, is reported as beneficial ownership of our Liberty Global Class B shares and LiLAC Class B shares only, and not as beneficial ownership of our Liberty Global Class A shares and LiLAC Class A shares, as the case may be.shares.
So far as is known to us, the persons indicated below have sole voting power and sole dispositive power with respect to the ordinary shares indicated as owned by them, except as otherwise stated in the notes to the table. With respect to certain of our executive officers and directors, the number of shares indicated as owned by them includes shares held by the 401(k) Plan as of March 31, 2016,2019, for their respective accounts.
Name and Address of Beneficial Owner Title of Class Amount and Nature of Beneficial Ownership Percent of Class Voting Power
John C. Malone Liberty Global Class A 1,115,939
(1)(2)(3)(5)(6) *
 24.7%
Chairman of the Board Liberty Global Class B 8,787,373
(2)(3)(4) 81.3%  
  Liberty Global Class C 11,850,113
(1)(2)(5)(6)(7) 2.1%  
  LiLAC Class A 55,796
(1)(2)(3)(6) *
  
  LiLAC Class B 439,368
(2)(3)(4) 81.4%  
  LiLAC Class C 653,616
(1)(2)(6)(7) 2.1%  
          
Andrew J. Cole Liberty Global Class A 24,419
(6) *
 *
Director Liberty Global Class B —
  —
  
  Liberty Global Class C 61,074
(6) *
  
  LiLAC Class A 1,202
(6) *
  
  LiLAC Class B —
  —
  
  LiLAC Class C 3,017
(6) *
  
          
John P. Cole, Jr. Liberty Global Class A 57,160
(6) *
 *
Director Liberty Global Class B —
  —
  
  Liberty Global Class C 187,294
(6) *
  
  LiLAC Class A 2,830
(6) *
  
  LiLAC Class B —
  —
  
  LiLAC Class C 9,314
(6) *
  
          
Miranda Curtis Liberty Global Class A 140,450
(6) *
 *
Director Liberty Global Class B —
  —
  
  Liberty Global Class C 412,861
(6) *
  
  LiLAC Class A 6,956
(6) *
  
  LiLAC Class B —
  —
  
  LiLAC Class C 20,445
(6) *
  
Name and Address of Beneficial Owner Title of Class Amount and Nature of Beneficial Ownership Percent of Class Voting Power
John C. Malone Liberty Global Class A 4,667,867
(1)(2)(3)(4) 2.3% 29.0%
Chairman of the Board Liberty Global Class B 8,787,373
(5)(6) 76.5%  
  Liberty Global Class C 17,486,844
(1)(2)(3)(4)(5) 3.3%  
          

Name and Address of Beneficial Owner Title of Class Amount and Nature of Beneficial Ownership Percent of Class Voting Power Title of Class Amount and Nature of Beneficial Ownership Percent of Class Voting Power
John W. Dick Liberty Global Class A 59,615
(6) *
 *
Andrew J. Cole Liberty Global Class A 41,159
(4)(7) *
 *
Director Liberty Global Class B —
  —
   Liberty Global Class B —
  —
  
 Liberty Global Class C 180,254
(6) *
   Liberty Global Class C 98,229
(4) *
  
 LiLAC Class A 2,954
(6) *
        
Miranda Curtis Liberty Global Class A 156,387
(4) *
 *
Director Liberty Global Class B —
  —
  
 LiLAC Class B —
  —
   Liberty Global Class C 446,416
(4) *
  
      
John W. Dick Liberty Global Class A 73,176
(4) *
 *
Director Liberty Global Class B —
  —
  
 LiLAC Class C 8,963
(6) *
   Liberty Global Class C 193,186
(4) *
  
            
Michael T. Fries Liberty Global Class A 818,519
(5)(6)(8)(9) *
 2.1% Liberty Global Class A 2,537,790
(3)(4)(8)(9) 1.2% 5.1%
Director, Chief Executive Officer & President Liberty Global Class B 666,666
(4) 6.2%   Liberty Global Class B 1,390,295
(3)(6) 12.1%  
Liberty Global Class C 2,221,721
(5)(6)(8)(9) *
   Liberty Global Class C 6,188,665
(3)(4)(8)(9) 1.2%  
 LiLAC Class A 56,231
(6)(8)(9) *
        
 LiLAC Class B 33,332
(4) 6.2%  
 LiLAC Class C 111,136
(6)(8)(9) *
  
      
Paul A. Gould Liberty Global Class A 249,939
(6) *
 *
 Liberty Global Class A 246,317
(4) *
 *
Director Liberty Global Class B 51,429
  *
   Liberty Global Class B 51,429
  *
  
 Liberty Global Class C 1,066,838
(6) *
  
 LiLAC Class A 12,483
(6) *
  
 LiLAC Class B 2,571
  *
  
 LiLAC Class C 53,309
(6) *
   Liberty Global Class C 1,040,534
(4) *
  
            
Richard R. Green Liberty Global Class A 37,349
(6) *
 *
 Liberty Global Class A 42,384
(4) *
 *
Director Liberty Global Class B —
  —
   Liberty Global Class B —
  —
  
 Liberty Global Class C 105,948
(6) *
   Liberty Global Class C 111,176
(4) *
  
 LiLAC Class A 1,848
(6) *
        
 LiLAC Class B —
  —
  
 LiLAC Class C 5,267
(6) *
  
      
David E. Rapley Liberty Global Class A 14,342
(6) *
 *
 Liberty Global Class A 26,802
(4) *
 *
Director Liberty Global Class B —
  —
   Liberty Global Class B —
  —
  
 Liberty Global Class C 50,924
(6) *
  
 LiLAC Class A 712
(6) *
  
 LiLAC Class B —
  —
  
 LiLAC Class C 2,691
(6) *
   Liberty Global Class C 67,836
(4) *
  
            
Larry E. Romrell Liberty Global Class A 32,659
(6) *
 *
 Liberty Global Class A 48,596
(4) *
 *
Director Liberty Global Class B —
  —
   Liberty Global Class B —
  —
  
 Liberty Global Class C 82,503
(6) *
   Liberty Global Class C 108,279
(4) *
  
 LiLAC Class A 1,628
(6) *
        
 LiLAC Class B —
  —
  
 LiLAC Class C 4,222
(6) *
  
      
JC Sparkman Liberty Global Class A 46,064
(6) *
 *
 Liberty Global Class A 36,435
(4) *
 *
Director Liberty Global Class B —
  —
   Liberty Global Class B —
  —
  
 Liberty Global Class C 127,146
(6) *
   Liberty Global Class C 88,898
(4) *
  
 LiLAC Class A 2,297
(6) *
        
 LiLAC Class B —
  —
  
 LiLAC Class C 6,377
(6) *
  
      
J. David Wargo Liberty Global Class A 65,940
(5)(6)(10) *
 *
David Wargo Liberty Global Class A 82,393
(3)(4)(10) *
 *
Director Liberty Global Class B —
  —
   Liberty Global Class B —
  —
  
 Liberty Global Class C 196,233
(5)(6)(10) *
   Liberty Global Class C 230,791
(3)(4)(10) *
  
 LiLAC Class A 3,286
(5)(6)(10) *
        
Charles H.R. Bracken Liberty Global Class A 587,905
(4) *
 *
Executive Vice President & Chief Financial Officer Liberty Global Class B —
  —
  
Liberty Global Class C 1,420,810
(4) *
  
      
Bryan H. Hall Liberty Global Class A 454,780
(3)(4) *
 *
Executive Vice President & General Counsel & Secretary Liberty Global Class B —
  —
  
Liberty Global Class C 1,172,420
(3)(4)(8) *
  
��      
Enrique Rodriguez Liberty Global Class A 16,223
(4) *
 *
Executive Vice President & Chief Technology Officer Liberty Global Class B —
  —
  
Liberty Global Class C 33,142
(4)(8) *
  
      
Diederik Karsten Liberty Global Class A 544,239
(4) *
 *
Former Executive Vice President & Chief Operating Officer Liberty Global Class B —
  —
  
Liberty Global Class C 1,386,929
(4) *
  
 LiLAC Class B —
  —
        
 LiLAC Class C 9,794
(5)(6)(10) *
        

Name and Address of Beneficial Owner Title of Class Amount and Nature of Beneficial Ownership Percent of Class Voting Power
Charles H.R. Bracken Liberty Global Class A 121,983
(6) *
 *
Executive Vice President & Co-Chief Financial Officer Liberty Global Class B —
  —
  
 Liberty Global Class C 436,904
(6) *
  
  LiLAC Class A 8,460
(6) *
  
  LiLAC Class B —
  —
  
  LiLAC Class C 22,628
(6) *
  
          
Bernard G. Dvorak Liberty Global Class A 315,791
(5)(6)(8)(11) *
 *
Executive Vice President & Co-Chief Financial Officer Liberty Global Class B —
  —
  
 Liberty Global Class C 1,159,060
(5)(6)(8)(11) *
  
  LiLAC Class A 15,758
(6)(8)(11) *
  
  LiLAC Class B —
  —
  
  LiLAC Class C 58,124
(6)(8)(11) *
  
          
Diederik Karsten Liberty Global Class A 202,163
(6) *
 *
Executive Vice President & Chief Commercial Officer Liberty Global Class B —
  —
  
 Liberty Global Class C 571,316
(6) *
  
  LiLAC Class A 10,102
(6) *
  
  LiLAC Class B —
  —
  
  LiLAC Class C 28,578
(6) *
  
          
Balan Nair Liberty Global Class A 262,237
(5)(6) *
 *
Executive Vice President & Chief Technology and Innovation Officer Liberty Global Class B —
  —
  
 Liberty Global Class C 808,163
(5)(6)(8) *
  
 LiLAC Class A 13,107
(6) *
  
  LiLAC Class B —
  —
  
  LiLAC Class C 41,033
(6)(8) *
  
          
All directors and executive officers as a group (17 persons) Liberty Global Class A 3,683,183
(12)(13) 1.5% 27.2%
 Liberty Global Class B 9,505,468
(12) 88.0%  
  Liberty Global Class C 19,853,262
(12)(13) 3.4%  
  LiLAC Class A 201,677
(12)(13) 1.6%  
  LiLAC Class B 475,271
(12) 88.0%  
  LiLAC Class C 1,055,252
(12)(13) 3.4%  
Name and Address of Beneficial Owner Title of Class Amount and Nature of Beneficial Ownership Percent of Class Voting Power
All directors and executive officers as a group (14 persons)         
 Liberty Global Class A 9,018,214
(11)(12) 4.3% 34.5%
  Liberty Global Class B 10,229,097
(11) 89.0%  
  Liberty Global Class C 28,687,226
(11)(12) 5.4%  
_______________
*    Less than one percent.
*Less than one percent.
(1)Includes 90,303124,808 Liberty Global Class A shares 680,041and 756,405 Liberty Global Class C shares, 4,515 LiLAC Class A shares and 34,002 LiLAC Class C shares held by Mr. Malone’s spouse, as to which shares Mr. Malone has disclaimed beneficial ownership.
(2)Includes 48,0002,140,050 Liberty Global Class A shares 110,148 Liberty Global Class B shares, 56,444and 4,736,253 Liberty Global Class C shares 2,400 LiLACheld by Columbus Holding LLC, in which Mr. Malone has a controlling interest.
(3)Includes shares pledged to the indicated entities in support of one or more lines of credit or margin accounts extended by such entities:
  No. of Shares Pledged  
Owner Liberty Global Class A Liberty Global Class B Liberty Global Class C  Entity Holding the Shares
          
John C. Malone 1,345,685
   3,765,681
  Merrill Lynch, Pierce, Fenner & Smith Incorporated
John C. Malone 952,177
   1,210,195
  Fidelity Brokerage Services, LLC
Michael T. Fries 246,327
   805,340
  Morgan Stanley Inc.
Michael T. Fries 315,242
 1,000,000
 156,397
  Goldman Sachs Group, Inc.
J. David Wargo 46,170
   137,855
  Fidelity Brokerage Services, LLC
Bryan H. Hall 39,894
   82,439
  Morgan Stanley Inc.

(4)Includes shares that are subject to options or SARs, which were exercisable as of, or will be exercisable within 60 days of, April 1, 2019, as follows:
Owner 
Liberty Global
Class A
 
Liberty Global
Class C
     
John C. Malone 105,147
 261,085
Andrew J. Cole 20,930
 47,080
Miranda Curtis 26,916
 65,179
John W. Dick 37,417
 96,541
Michael T. Fries 1,765,401
 4,577,077
Paul A. Gould 30,690
 76,454
Richard R. Green 36,002
 96,541
David E. Rapley 23,438
 59,791
Larry E. Romrell 24,108
 56,763
JC Sparkman 23,735
 62,597
J. David Wargo 35,941
 92,135
Charles H.R. Bracken 572,410
 1,389,819
Bryan H. Hall 384,217
 1,002,362
Enrique Rodriguez 13,458
 26,916
Diederik Karsten 458,032
 1,161,061

(5)Includes 110,148 Liberty Global Class A shares, 5,507 LiLAC Class B shares and 14,222 LiLAC Class C shares held by two trusts managed by an independent trustee, of which the beneficiaries are Mr. Malone’s adult children. Mr. Malone has no pecuniary interest in the trusts, but he retains the right to substitute the assets held by the trusts. Mr. Malone has disclaimed beneficial ownership of the shares held in the trusts. Also, includes 8,677,225 Liberty Global Class B shares 7,117,225and 6,757,225 Liberty Global Class C shares 433,861 LiLAC Class B shares and 375,861 LiLAC Class C shares held by a trust with respect to which Mr. Malone is the sole trustee and, with his spouse, retains a unitrust interest in the Malone Trust.
(3)The Irrevocable Undertaking, dated as of November 16, 2015, from Mr. Malone to CWC contains provisions relating, in certain circumstances, to the voting (subject to certain restrictions) of certain Liberty Global Class A shares, Liberty Global Class B shares, LiLAC Class A shares and LiLAC Class B shares beneficially owned by Mr. Malone and the transferability of such shares. Mr. Malone expressly disclaims the existence of and membership in a group with CWC.

(4)(6)Based on the Schedule 13D/A (Amendment No. 7) of Mr. Malone filed with the SEC on February 18, 2014, pursuant to a letter agreement dated as of February 13, 2014, among Michael T. Fries, our CEO and one of our directors, Mr. Malone and the Malone Trust have agreed that, for so long as Mr. Fries is employed as a principal executive officer by us or serving on our board of directors, (a) in the event the Malone Trust or any permitted transferee (as defined in the letter agreement) is not voting the Liberty Global Class B shares and LiLAC Class B shares owned by the Malone Trust, Mr. Fries will have the right to vote such Liberty Global Class B shares and LiLAC Class B shares and (b) in the event the Malone Trust or any permitted transferee determines to sell such Liberty Global Class B shares, and LiLAC Class B shares, Mr. Fries (individually or through an entity he controls) will have an

exclusive right to negotiate to purchase such shares, and if the parties fail to come to an agreement and the Malone Trust or any permitted transferee subsequently intends to enter into a sale transaction with a third party, Mr. Fries (or an entity controlled by him) will have a right to match the offer made by such third party.
(5)Includes shares pledged to the indicated entities in support of one or more lines of credit or margin accounts extended by such entities:
  No. of Shares Pledged  
Owner Liberty Global Class A Liberty Global Class C LiLAC Class A LiLAC Class C Entity Holding the Shares
           
John C. Malone —
 726,000
 —
 —
 Merrill Lynch, Pierce, Fenner & Smith Incorporated
John C. Malone 952,177
 1,210,195
 —
 —
 Fidelity Brokerage Services, LLC
Michael T. Fries 116,327
 905,340
 —
 —
 Morgan Stanley Inc.
J. David Wargo 14,275
 42,984
 709
 2,142
 Fidelity Brokerage Services, LLC
Bernard G. Dvorak 15,675
 231,995
 —
 —
 UBS Financial Services, Inc.
Balan Nair 71,294
 284,064
 —
 —
 UBS Financial Services, Inc.
(6)Includes shares that are subject to options or SARs, which were exercisable as of, or will be exercisable within 60 days of, April 1, 2016, as follows:
Owner 
Liberty Global
Class A
 
Liberty Global
Class C
 
LiLAC
Class A
 
LiLAC
Class C
         
John C. Malone 25,459
 58,208
 1,273
 2,922
Andrew J. Cole 4,993
 13,525
 248
 674
John P. Cole, Jr. 46,256
 136,980
 2,307
 6,840
Miranda Curtis 10,979
 31,624
 546
 1,576
John W. Dick 42,482
 136,159
 2,119
 6,799
Michael T. Fries 337,535
 869,441
 16,878
 43,527
Paul A. Gould 41,005
 121,300
 2,046
 6,056
Richard R. Green 31,979
 94,347
 1,595
 4,710
David E. Rapley 11,557
 34,302
 574
 1,709
Larry E. Romrell 8,171
 23,208
 405
 1,155
JC Sparkman 34,802
 103,721
 1,735
 5,178
J. David Wargo 51,507
 152,661
 2,570
 7,624
Charles H.R. Bracken 114,821
 422,579
 7,847
 21,145
Bernard G. Dvorak 219,413
 609,101
 10,969
 30,470
Diederik Karsten 176,467
 480,844
 8,822
 24,057
Balan Nair 183,724
 502,516
 9,185
 25,141
(7)Includes 2,200,00032 Liberty Global Class CA shares and 110,000 LiLAC Class C shares subject to a long-dated post-paid variable forward sale contract with an unaffiliated counterparty, divided into 20 components each of 110,000 Liberty Global Class C shares and 5,500 LiLAC Class C shares. The components mature on sequential trading days beginning on August 17, 2017 and ending on September 14, 2017.held by Mr. Cole’s minor daughter.

(8)Includes shares held in the 401(k) Plan as follows:
Owner 
Liberty Global
Class A
 
Liberty Global
Class C
 
LiLAC
Class A
 
LiLAC
Class C
 
Liberty Global
Class A
 
Liberty Global
Class C
 
             
Michael T. Fries 1,977
 13,063
 98
 653
 1,977
 13,061
 
Bernard G. Dvorak 510
 11,399
 25
 555
Balan Nair —
 6,615
 —
 314
Bryan H. Hall —
 3,934
 
Enrique Rodriguez —
 696
 

(9)Includes 46,200 Liberty Global Class A shares and 283,360 Liberty Global Class C shares, 2,310 LiLAC Class A shares and 14,168 LiLAC Class C shares held by a trust managed by an independent trustee, of which the beneficiaries are Mr. Fries’ children. Mr. Fries has no pecuniary interest in the trust, but he retains the right to substitute the assets held by the trust. Mr. Fries has disclaimed beneficial ownership of the shares held by the trust.
(10)Includes 158 Liberty Global Class A shares 556and 524 Liberty Global Class C shares, 7 LiLAC Class A shares and 26 LiLAC Class C shares held in various accounts managed by Mr. Wargo, as to which shares Mr. Wargo has disclaimed beneficial ownership. Also includes 32 Liberty Global Class C shares and one LiLAC Class C share held by Mr. Wargo’s spouse, as to which Mr. Wargo has disclaimed beneficial ownership.
(11)Includes the following securities held by Mr. Dvorak’s spouse, as to which Mr. Dvorak has disclaimed beneficial ownership: (a) 8,060 Liberty Global Class A shares, 102,327 Liberty Global Class C shares, 379 LiLAC Class A shares and 5,056 LiLAC Class C shares; (b) 63,363 Liberty Global Class A shares, 175,383 Liberty Global Class C shares, 3,167 LiLAC Class A shares and 8,769 LiLAC Class C shares that are subject to options or SARs, which were exercisable as of, or will be exercisable within 60 days of, April 1, 2016, and (c) 1,551 Liberty Global Class A shares, 14,416 Liberty Global Class C shares, 77 LiLAC Class A shares and 707 LiLAC Class C shares held in the 401(k) Plan.
(12)Includes 192,721171,166 Liberty Global Class A shares, 110,148 Liberty Global Class B shares 1,122,760and 1,040,321 Liberty Global Class C shares, 5,096 LiLAC Class A shares, 5,507 LiLAC Class B shares and 33,473 LiLAC Class C shares held by relatives of certain directors and executive officers or held pursuant to certain trust arrangements or in managed accounts, as to which shares beneficial ownership has been disclaimed.
(13)(12)Includes 1,498,9273,099,810 Liberty Global Class A shares 4,210,907and 7,910,340 Liberty Global Class C shares, 77,006 LiLAC Class A shares and 210,616 LiLAC Class C shares that are subject to options or SARs, which were exercisable as of, or will be exercisable or vest within 60 days of, April 1, 2016; 4,0382019; 1,977 Liberty Global Class A shares 47,558and 17,691 Liberty Global Class C shares, 200 LiLAC Class A shares and 2,316 LiLAC Class C shares held by the 401(k) Plan; and 1,278,6343,070,303 Liberty Global Class A shares 3,830,874and 6,914,312 Liberty Global Class C shares, 1,283 LiLAC Class A shares and 7,661 LiLAC Class C shares pledged in support of various lines of credit or margin accounts.
ChangeAudit Committee
A description of the audit committee members’ respective experience is set forth under Resolutions 1, 2 and 3 below. Our board of directors has determined that more than one member of the committee, including its chairman, Mr. Gould, qualifies as an “audit committee financial expert” under applicable SEC rules and regulations.
The audit committee reviews and monitors our corporate financial reporting and our internal and external audits. The audit committee’s functions include:
appointing and, if necessary, replacing our independent auditors;
reviewing and approving, in Controladvance, the scope and the fees of all auditing services, and all permissible non-auditing services, to be performed by our independent auditors;
We knowreviewing our annual audited financial statements with our management and our independent auditors and making recommendations regarding inclusion of no arrangements, including any pledge by any personsuch audited financial statements in certain of our securities,public filings;
overseeing the work of our independent auditor for the purpose of preparing or issuing an audit report or related work or performing other audit, review or attest services, including holding quarterly meetings to review our quarterly reports, discussing with our independent auditors issues regarding the ability of our independent auditors to perform such services, reviewing with our independent auditors any audit related problems or difficulties and the response of our management, and addressing other general oversight issues;

reviewing and discussing with management and our independent auditors issues regarding accounting principles, tax matters, effectiveness of internal controls, financial reporting, and regulatory and accounting initiatives;
reviewing quarterly earnings releases;
overseeing the maintenance of an internal audit function, discussing with our independent auditors, the internal auditor and our management, as appropriate, the internal audit function’s responsibilities, budget and staff, periodically reviewing with our independent auditors the results and findings of the internal audit function and coordinating with our management to ensure that the issues associated with such results and findings are addressed;
discussing with management financial risk exposure and risk management policies;
reviewing disclosures by our certifying officers on any significant deficiencies or material weaknesses in the design or operation of which may atour internal controls and any fraud involving persons who have a subsequent date resultsignificant role in a change in controlour internal controls;
overseeing management’s processes and activities with respect to confirming compliance with applicable securities laws and SEC and NASDAQ rules relating to our accounting and financial reporting processes and the audit of our company.financial statements;
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a)establishing procedures for the consideration of alleged violations of the Securities Exchange Actcode of 1934,business conduct and the code of ethics adopted by our board and for the reporting and disclosure of violations of or waivers under such codes;
establishing procedures for receipt, retention and treatment of allegations on accounting, internal accounting controls or audit matters; and
preparing a report for our annual proxy statement.
In addition to the foregoing, as amended (the provided in our corporate governance guidelines referenced above, the audit committee must review and approve any related party transaction in which an executive officer has a direct or indirect interest for which disclosure is required under SEC rules.
Compensation Committee
The compensation committee sets our overall compensation philosophy and oversees our executive compensation and benefits programs, policies and practices. The compensation committee’s functions include:
•Exchange Actreviewing and approving annual and long-term performance goals and objectives for our CEO;
•), requiresevaluating the performance of and determining the compensation for our CEO;
reviewing and approving the compensation of our executive officers and certain other executives, including any employment agreements;
reviewing and approving cash-based and equity-based compensation plans that are shareholder approved and awards granted thereunder where participants are executive officers and other members of senior management;
•discussing with management the risk from our compensation program and policies; and
•preparing a report for our annual proxy statement.
See Executive Officers and Directors Compensation—Compensation Discussion and Analysis below for a description of the responsibilities of the compensation committee on matters related to executive compensation and administration of the various incentive plans of our company for awards to employees.
The compensation committee has the authority to engage its own compensation consultants and other independent advisors. During 2018, the compensation committee did not retain any independent advisors for purposes of rendering advice on our executive compensation.
Compensation Committee Interlocks and Insider Participation.During 2018, none of the members of our compensation committee was an officer or employee of our company or any of our subsidiaries, was formerly an officer of our company or any of our subsidiaries, or had any relationship requiring disclosure under applicable securities laws.

Nominating and Corporate Governance Committee
The nominating and corporate governance committee identifies and recommends persons as nominees to our board of directors, reviews from time to time our corporate governance guidelines and oversees the evaluation of our board of directors. Its duties include:
reviewing and recommending compensation for our independent directors and persons whoour chairman of the board, including equity-based awards;
developing criteria for board membership;
reviewing candidates recommended by shareholders for elections to the board; and
assessing director and candidate independence.
The nominating and corporate governance committee will consider candidates for director recommended by any shareholder, provided that such nominations are properly submitted. Eligible shareholders wishing to recommend a candidate for nomination as a director should send the recommendation in writing to the Nominating and Corporate Governance Committee, Liberty Global plc, 161 Hammersmith Road, London W6 8BS, United Kingdom, Attn: General Counsel. Shareholder recommendations must be made in accordance with our articles of association, as discussed under Shareholder Resolutions in this proxy statement, and contain the following information:
the proposing shareholder’s name and address and documentation indicating the number of ordinary shares beneficially owned by such person and the holder or holders of record of those shares, together with a statement that the proposing shareholder is recommending a candidate for nomination as a director;
the candidate’s name, age, business and residence addresses, principal occupation or employment, business experience, educational background and any other information relevant in light of the factors considered by the nominating and corporate governance committee in making a determination of a candidate’s qualifications, as described below;
a statement detailing any relationship, arrangement or understanding that might affect the independence of the candidate as a member of our board;
any other information that would be required under SEC rules in a proxy statement soliciting proxies for the election of the candidate as a director;
a representation as to whether the proposing shareholder intends to deliver any proxy materials or otherwise solicit proxies in support of the director nominee;
a representation that the proposing shareholder intends to appear in person or by proxy at the annual general shareholders meeting at which the person named in such notice is to stand for election; and
a signed consent of the candidate to serve as a director, if nominated and elected.
In connection with its evaluation, the nominating and corporate governance committee may request additional information from the proposing shareholder and the candidate. The nominating and corporate governance committee has sole discretion to decide which individuals to recommend for nomination as directors.
To be nominated to serve as a director, a nominee need not meet any specific, minimum criteria; however, the nominating and corporate governance committee believes that nominees for director should possess the highest personal and professional ethics, integrity and values and should be committed to our long-term interests and the interests of our shareholders. When evaluating a potential director nominee, including one recommended by a shareholder, the nominating and corporate governance committee will take into account a number of factors, which may include the following:
independence from management; education and professional background; judgment, skill and reputation;
understanding of our business and the markets in which we operate;
expertise that is useful to us and complementary to the expertise of our other directors;
existing commitments to other businesses as a director, executive or owner;
personal conflicts of interest, if any; and

the size and composition of our existing board of directors.
The nominating and corporate governance committee does not have a formal policy on diversity. It does, however, consider whether the nominee has personal capabilities and qualifications that contribute to the overall diversity of our board. For this purpose, the committee construes diversity broadly to include a variety of perspectives, opinions, professional backgrounds and experiences.
When seeking candidates for director, the nominating and corporate governance committee may solicit suggestions from incumbent directors, management, shareholders and others. After conducting an initial evaluation of a prospective nominee, the nominating and corporate governance committee will interview that candidate if it believes the candidate might be suitable to be a director. The nominating and corporate governance committee may also ask the candidate to meet with management. If the nominating and corporate governance committee believes a candidate would be a valuable addition to the board of directors, it may recommend to our full board that candidate’s appointment or election.
Prior to nominating an incumbent director for re-election at an annual general meeting, the nominating and corporate governance committee considers, in addition to the foregoing criteria, the director’s past attendance at, and participation in, meetings of our board of directors and its committees and the director’s formal and informal contributions to the various activities conducted by the board and the board committees of which such individual is a member.
Based on the foregoing considerations, the nominating and corporate governance committee determined to recommend Messrs. Cole, Green and Rapley for nomination for re-election to our board.
Succession Planning Committee
Our board of directors has established a succession planning committee to assist the full board in succession planning for our CEO. The responsibilities of the succession planning committee include the development of candidate profiles and qualifications, the identification and evaluation of potential internal candidates and opportunities for their development, the evaluation of potential external candidates and annual reporting to the full board on the results of its work. Our CEO collaborates with the succession planning committee in the performance of its functions. Our board of directors has adopted a written charter for the succession planning committee, which is available on our website at www.libertyglobal.com.
Executive Committee
Our board of directors has established an executive committee pursuant to our articles of association, whose members are Michael T. Fries and John C. Malone, neither of whom is an independent director. The primary purpose of the executive committee is to exercise powers of the board of directors on matters requiring expediency that arise between regularly scheduled board meetings, such as financings, investments, tax planning, acquisitions and divestitures and similar matters. Except as specifically prohibited by the Companies Act or limited by our board of directors, the executive committee may exercise all the powers and authority of our board in the management of our business and affairs between board meetings, including the power and authority to authorize the issuance of ordinary shares of our capital stock, with the exception of certain matters, including amendments to the articles of association and fundamental changes to Liberty Global (such as a merger or sale of substantially all of its assets).

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Certain Beneficial Owners
The following table sets forth information, to the extent known by us or ascertainable from public filings, concerning our ordinary shares beneficially owned by each person or entity known by us to own more than 10%5% of a registeredany class of our equityoutstanding voting shares.
Except as otherwise indicated in the notes to the table, the security ownership information is given as of April 1, 2019 and, in the case of percentage ownership information, is based upon (1) 204,748,091 Liberty Global Class A shares, (2) 11,489,888 Liberty Global Class B shares, and (3) 523,461,054 Liberty Global Class C shares, in each case, outstanding on that date. Beneficial ownership of our Liberty Global Class C shares is set forth below only to the extent known by us or ascertainable from public filings. Our Liberty Global Class C shares are, however, non-voting and, therefore, in the case of voting power, are not included.
Ordinary shares issuable on or within 60 days after April 1, 2019, upon exercise of options or share appreciation rights (SARs), vesting of restricted share units (RSUs), conversion of convertible securities or exchange of exchangeable securities, are deemed to file reportsbe outstanding and to be beneficially owned by the person holding the options, SARs, RSUs or convertible or exchangeable securities for the purpose of computing the percentage ownership and changes inof that person, but are not treated as outstanding for the purpose of computing the percentage ownership withof any other person. Also, for purposes of the SEC. Officers, directors and greater than 10%following presentation, beneficial owners are required by SEC regulation to furnish us with copiesownership of all Section 16 forms they file.
Based solelyour Liberty Global Class B shares, although convertible on a reviewone-for-one basis into our Liberty Global Class A shares, is reported as beneficial ownership of the copiesour Liberty Global Class B shares only, and not as beneficial ownership of the Forms 3, 4 and 5 and amendments to those forms furnishedour Liberty Global Class A shares. The percentage of voting power is presented on an aggregate basis for each person or entity named below.
So far as is known to us, the persons indicated below have sole voting power and sole dispositive power with respect to our most recent fiscal year, or representations that no Forms 5 were required, we believe that, during the year ended December 31, 2015, our executive officers, directors and greater than 10% beneficial owners have complied with all Section 16(a) filing requirements applicable toordinary shares indicated as beneficially owned by them, except as otherwise stated in the following were not timely filed: a Form 5 reporting two gifts by Mr. Sparkman and a Form 4 reporting a sale by Mr. Nair.notes to the table.
Name and Address of Beneficial Owner Title of Class Amount and Nature of Beneficial Ownership Percent of Class Voting Power
John C. Malone Liberty Global Class A 4,667,867
(1)(2)(3) 2.3% 29.0%
c/o Liberty Global plc Liberty Global Class B 8,787,373
(4)(5) 76.5%  
161 Hammersmith Road Liberty Global Class C 17,486,844
(1)(2)(3)(4) 3.3%  
London W6 8BS U.K.         
          
Michael T. Fries Liberty Global Class A 2,537,790
(6)(7)(8)1.2% 5.1%
c/o Liberty Global plc Liberty Global Class B 1,390,295
(5)12.1%  
161 Hammersmith Road Liberty Global Class C 6,188,663
(6)(7)(8)1.2%  
London W6 8BS U.K.        
          
Robert R. Bennett Liberty Global Class A 208
(9) *
 3.1%
c/o Liberty Media Corporation Liberty Global Class B 993,552
(9) 8.6%  
12300 Liberty Boulevard         
Englewood, CO 80112         
          
Berkshire Hathaway Inc. Liberty Global Class A 19,791,000
(10) 9.7% 6.2%
3555 Farnam Street Liberty Global Class B —
  —
  
Omaha, NE 68131         
          
BlackRock, Inc. Liberty Global Class A 11,815,739
(11) 5.8% 3.7%
50 East 52nd Street Liberty Global Class B —
  —
  
New York, NY 10055         
          
Dodge & Cox Liberty Global Class A 18,957,003
(12) 9.3% 5.9%
555 California Street Liberty Global Class B —
  —
  
40th Floor         

RESOLUTIONS 1, 2 and 3
Name and Address of Beneficial Owner Title of Class Amount and Nature of Beneficial Ownership Percent of Class Voting Power
San Francisco, CA 94104         
          
William H Gates III Liberty Global Class A 10,855,524
(13) 5.3% 3.4%
Cascade Investments LLC Liberty Global Class B —
  —
  
2365 Carillon Point         
Kirkland, WA 98033         
          
Harris Associates L.P. Liberty Global Class A 25,294,509
(14) 12.4% 7.9%
111 S. Wacker Drive, Liberty Global Class B —
  —
  
Suite 4600         
Chicago, IL 60606         
_______________
* Less than one percent.
1.(1)To elect Andrew J. Cole as a director ofIncludes 124,808 Liberty Global for a term expiring at the annual general meetingClass A shares and 756,405 Liberty Global Class C shares held by Mr. Malone’s spouse, as to which shares Mr. Malone has disclaimed beneficial ownership.
(2)Includes 105,147 Liberty Global Class A shares and 261,085 Liberty Global Class C shares, that are subject to options, which were exercisable as of, or will be held inexercisable within 60 days of, April 1, 2019.
2.(3)To elect Richard R. GreenIncludes 2,140,050 Liberty Global Class A shares and 4,736,253 Liberty Global Class C shares held by Columbus Holding LLC, in which Mr. Malone has a controlling interest.
(4)
Includes 110,148 Liberty Global Class B shares held by two trusts managed by an independent trustee, of which the beneficiaries are Mr. Malone’s adult children. Mr. Malone has no pecuniary interest in the trusts, but he retains the right to substitute the assets held by the trusts. Mr. Malone has disclaimed beneficial ownership of the shares held by the trusts. Also, includes 8,677,225 Liberty Global Class B shares and 6,757,225 Liberty Global Class C shares held by a trust with respect to which Mr. Malone is the sole trustee and, with his spouse, retains a unitrust interest in the trust (the Malone Trust).
(5)Based on the Schedule 13D/A (Amendment No. 7) of Mr. Malone filed with the SEC on February 18, 2014, pursuant to a letter agreement dated as of February 13, 2014, among Michael T. Fries, our CEO and one of our directors, Mr. Malone and the Malone Trust have agreed that, for so long as Mr. Fries is employed as a directorprincipal executive officer by us or serving on our board of directors, (a) in the event the Malone Trust or any permitted transferee (as defined in the letter agreement) is not voting the Liberty Global forClass B shares owned by the Malone Trust, Mr. Fries will have the right to vote such Liberty Global Class B shares and (b) in the event the Malone Trust or any permitted transferee determines to sell such Liberty Global Class B shares, Mr. Fries (individually or through an entity he controls) will have an exclusive right to negotiate to purchase such shares, and if the parties fail to come to an agreement and the Malone Trust or any permitted transferee subsequently intends to enter into a term expiring atsale transaction with a third party, Mr. Fries (or an entity controlled by him) will have a right to match the annual general meetingoffer made by such third party.
(6)Includes 1,765,401 Liberty Global Class A shares and 4,577,077 Liberty Global Class C shares that are subject to SARs, which were exercisable as of, or will be held inexercisable within 60 days of, April 1, 2019.
3.(7)To elect David E. Rapley asIncludes 1,977 Liberty Global Class A shares and 13,061 Liberty Global Class C shares held in the 401(k) Plan for the benefit of Mr. Fries.
(8)Includes 46,200 Liberty Global Class A shares and 283,360 Liberty Global Class C shares held by a directortrust managed by an independent trustee, of which the beneficiaries are Mr. Fries’ children. Mr. Fries has no pecuniary interest in the trust, but he retains the right to substitute the assets held by the trust. Mr. Fries has disclaimed beneficial ownership of the shares held by the trust.
(9)The number of Liberty Global Class A shares and Liberty Global Class B shares is based upon a Form 8.3 dated November 4, 2015, submitted by Mr. Bennett pursuant to the U.K. Takeover Code. Of the shares reported, a Schedule 13D/A filed by Mr. Bennett on March 6, 2014, shows Mr. Bennett and his spouse jointly owning 749,539 Liberty Global Class B shares and Hilltop Investments, LLC, which is jointly owned by Mr. Bennett and his spouse, owning 232,334 Liberty Global Class B shares.
(10)
The number of Liberty Global Class A shares is based upon the Schedule 13G/A (Amendment No. 1) for the year ended December 31, 2018, filed with the SEC on February 14, 2019, by Warren E. Buffett on behalf of himself and Berkshire Hathaway Inc. (Berkshire), as well as on behalf of the following for the respected number of Liberty Global Class A shares indicated: National Indemnity Company (11,412,000), GEICO Corporation (11,190,970), Government Employees Insurance Company (8,075,130), GEICO Indemnity Company (1,752,278), The Buffalo News Drivers/Distributors Pension Plan (27,000), BNSF Master Retirement Trust (2,624,000), Lubrizol Master Trust Pension (340,000), The Buffalo News Mechanical Pension Plan (30,000), GEICO Advantage Insurance Company (1,363,562), Berkshire Hathaway Consolidated Pension Plan Master Retirement Trust (2,375,000), GEICO Corporation Pension Plan Trust (950,000), Scott Fetzer Collective Investment Trust (400,000), Acme Brick Company Pension Trust (395,000), The Buffalo News Editorial Pension Plan (265,000), The Buffalo News Office Pension Plan (159,000) and Precision Castparts Corp. Master Trust (814,000). Mr. Buffett (who may be deemed to control Berkshire), Berkshire and GEICO Corporation are each a term expiring atparent holding company. National Indemnity

Company, Government Employees Insurance Company, GEICO Indemnity Company and GEICO Advantage Insurance Company are each an insurance company and the remaining reporting persons are each an employee benefit plan. Mr. Buffett, Berkshire and the other reporting persons share voting and dispositive power over the shares listed in the table.
(11)The number of Liberty Global Class A shares is based upon the annual general meetingSchedule 13G for the year ended December 31, 2018, filed with the SEC on February 8, 2019, by BlackRock Inc. BlackRock Inc. is a parent holding company of various investment companies. The Schedule 13G reflects that BlackRock Inc. has sole voting power over 11,068,265 of the Liberty Global Class A shares and sole dispositive power over all of the Liberty Global Class A shares.
(12)The number of Liberty Global Class A shares is based upon the Schedule 13G/A (Amendment No. 2) for the year ended December 31, 2018, filed with the SEC on February 14, 2019, by Dodge & Cox. Dodge & Cox is an investment advisor to various investment companies and managed accounts. Dodge & Cox International Stock Fund, an investment company, has an interest in 18,753,503 of the Liberty Global Class A shares reported in the table.
(13)
The number of Liberty Global Class A shares is based on a Schedule 13G filed with the SEC on May 18, 2018, by William H. Gates III, Cascade Investment, L.L.C. (Cascade), the Bill and Melinda Gates Foundation Trust (the Gates Trust) and Melinda French Gates. All Liberty Global Class A shares held by Cascade may be deemed to be held in 2019.beneficially owned by Mr. Gates as the sole member of Cascade. All of the Liberty Global Class A shares beneficially owned by the Gates Trust may be deemed to be beneficially owned by Mr. and Mrs. Gates as co-trustees of the Gates Trust. The Schedule 13G reflects that Mr. Gates has sole voting and dispositive power over 8,736,009 Liberty Global Class A shares and shared voting and dispositive power over 2,119,515 Liberty Global Class A shares; Cascade has sole voting and dispositive power over 8,736,009 Liberty Global Class A shares; and the Gates Trust and Mrs. Gates each have shared voting and dispositive power over 2,119,515 Liberty Global Class A shares. Mr. Gates’ address is One Microsoft Way, Redmond, WA 98052.
(14)
The number of Liberty Global Class A shares is based upon the Schedule 13G/A (Amendment No. 2) for the year ended December 31, 2018, filed with the SEC on February 14, 2019, by Harris Associates Inc. (HAI) on behalf of itself and as general partner of Harris Associates L.P. (Harris L.P.). HAI is an investment advisor to various clients. The Schedule 13G/A reflects that HAI and Harris L.P. each have sole voting power over 20,643,508 of the Liberty Global Class A shares and sole dispositive power over all of the Liberty Global Class A shares.
Our board
Security Ownership of directors currently consists of 12 directors, divided among three classes. Directors in each class serve staggered three-year terms. John P. Cole Jr., a Class III director, has chosen to retire from our board of directors, effective immediately prior to the AGM, and not to seek re-election. Upon Mr. J. Cole’s retirement, our board of directors will consist of 11 directors. Our other Class III directors, whose term will expire at the AGM, are Andrew J. Cole, Richard R. Green and David E. Rapley. These directors are nominated for re-election to our board to continue to serve as Class III directors, and we have been informed that each of them is willing to serve as a director of our company. Management
The term of the Class III directors who are elected at the AGM will expire at the annual general meeting of our shareholders in the year 2019. Our Class I directors, whose term will expire at the annual general meeting of our shareholders in the year 2017, are Miranda Curtis, John W. Dick, JC Sparkman and J. David Wargo. Our Class II directors, whose term will expire at the annual general meeting of our shareholders in the year 2018, are Michael T. Fries, Paul A. Gould, John C. Malone and Larry E. Romrell.
If any nominee should decline re-election or should become unable to serve as a director of our company for any reason before re-election, a substitute nominee may be designated by our board of directors.
We provide below biographicalfollowing table sets forth information with respect to the three nominees for election asbeneficial ownership by each of our directors and the eight directorseach of our company whose termnamed executive officers as described below, and by all of office will continue after the AGM, including the ageour directors and executive officers as a group, of each person, the positions with our company or principal occupation of each person, individual skills and experiences, certain other directorships held and the year each person became a directorclass of our company. outstanding shares.
The number of our ordinary shares beneficially owned by each director,security ownership information is given as of April 1, 2016, is set forth in this proxy statement under the caption Security Ownership of Certain Beneficial Owners2019 and, Management—Security Ownership of Management. As indicated in the biographies, our board believes the skillscase of percentage ownership information, is based upon (1) 204,748,091 Liberty Global Class A shares, (2) 11,489,888 Liberty Global Class B shares and experiences of(3) 523,461,054 Liberty Global Class C shares, in each of our nominees, as well as our other directors, qualify them to serve as one of our directors.
Vote and Recommendation
We have majority voting for the election of directors. When a quorum is present, the affirmative vote of a simple majority of the votes cast by the holders of our voting shares (voting together as a single class) is required to elect Messrs. A. Cole, Green and Rapley as Class III members of our board of directors, as provided in resolutions 1, 2, and 3, respectively.
Our board of directors recommends a vote “FOR” the election of each nominee to our board of directors.
Nominees for Election of Directors
Andrew J. Cole, 49, became a director in June 2013 in connection with our acquisition of Virgin Media Inc. (Virgin Media) and is a member of the nominating and corporate governance committee of our board. Until June 2013, he was a director of Virgin Media, then a public company, for almost five years where he also servedcase, outstanding on its compensation and the nominating and corporate governance committees.
Mr. Cole has served as the chief executive officer of Glow Financial Services Ltd., a private U.K. company, since July 2014. Glow Financial Services is a full service provider of handset and home device financing for wireless carriers and cable companies. Until July 2014, he was the chief executive director of the European division of Asurion Corp., a private entity. He assumed that role in May 2009, after serving as chief marketing officer and senior vice president at Asurion Corp. from April 2007. Asurion Corp. is the world’s largest technology protection company. He is also a director of Arundel Capital, a New York based hedge fund focused on the health-care industry. Mr. Cole has over 20 years of experience working in the telecommunications and media industry with a particular depth of experience in the mobile sector. He has consulted with Orange, Google, Apple, Verizon, Slovakia Telecom and others when he was president of CSMG Advents, a strategic consultancy that focused on the telecommunications media and entertainment markets, from October 2005 to April 2007. Mr. Cole received his Bachelor’s and Master’s Degrees from Bristol University and Oxford University, respectively.

Mr. Cole’s extensive background in the telecommunication and media industry and his particular knowledge and experience in the mobile sector as well as his expertise in marketing and strategy contributes to our board’s evaluation of our mobile business and acquisition and divestiture opportunities and strategies and our capital structure and strengthens our board’s collective qualifications, skills and attributes.
Richard R. Green, 78, has served as one of our directors since December 2008 and is a member of the nominating and corporate governance committee of our board. For over 20 years, Mr. Green served as president and chief executive officer of Cable Television Laboratories, Inc., a non-profit cable television industry research and development consortium (CableLabs®) before retiring in December 2009. While at CableLabs®, Mr. Green oversaw the development of DOCSIS technology, the establishment of common specifications for digital voice and the deployment of interactive television, among other technologies for the cable industry. Prior to joining CableLabs®, he was a senior vice president at PBS (1984 – 1988), where he was instrumental in establishing PBS as a leader in high definition television and digital audio transmission technology, and served as a director of CBS’s Advanced Television Technology Laboratory (1980 – 1983), where he managed and produced the first high definition television programs in December 1981, among other accomplishments. Mr. Green is the author of over 55 technical papers on a variety of topics. In 2012, Mr. Green received the Charles F. Jenkins Lifetime Achievement Award from the Academy of Television Arts & Sciences for the Primetime Emmy Engineering Awards.
Mr. Green is a professor and the director of the Center for Technology Innovation at the University of Denver. He is also a director of Shaw Communications, Inc. (Shaw) (since July 2010), a telecommunications company based in Canada, where he is a member of the audit committee, and a director of Jones/NCTI, a Jones Knowledge Company, which is a workforce performance solutions company for individuals and broadband companies. He is also a member of the board of directors of Liberty Broadband Corporation (since November 2014), where he serves as chairman of its nominating and corporate governance committee and as a member of its audit committee and compensation committee. He is also a member of the boards of directors of several non-profit institutions and is an honorary board member of The Cable Center. In addition, he is a member of the Federal Communications Commission’s Technical Advisory Council and a fellow of the Society of Motion Picture and Television Engineers. He previously was a member of the International Telecommunication Union, a United Nations consultative committee charged with the responsibility for recommending worldwide standards for advanced television services and past chairman of Study Group 9 of such committee. Mr. Green received his Bachelor’s Degree in physics from Colorado College, his Master’s Degree in physics from the State University of New York and a Ph.D. from the University of Washington, where he specialized in astrophysics.
Mr. Green’s extensive professional and executive background and his particular knowledge and experience in the complex and rapidly changing field of technology for broadband communications services contribute to our board’s evaluation of technological initiatives and challenges and strengthen our board’s collective qualifications, skills and attributes.
David E. Rapley, 74, has served as one of our directors since June 2005 and is the chair of the nominating and corporate governance committee and a member of the succession planning committee of our board. He was a director of LGI International, Inc. (LGI International) from May 2004 to June 2005.
Mr. Rapley has over 30 years of experience as a founder, executive, manager and director of various engineering firms. He founded Rapley Engineering in 1985 and, as its president and chief executive officer, oversaw its development into a full service engineering firm at the time of its sale to VECO Corporation (VECO) in 1998. Following the sale, Mr. Rapley served as executive vice president, Engineering of VECO, an Alaska-based firm providing engineering, design, construction and project management services to the energy, chemical and process industries domestically and internationally, until his retirement in December 2001. Until June 2013, Mr. Rapley was a director of Merrick & Co., a private firm providing engineering and other services to domestic and international clients. From 2006 to 2011, Mr. Rapley was chairman of the board of Merrick Canada ULC. Mr. Rapley has authored technical papers on engineering processes and computer systems. He is a graduate of Hendon College of Technology (England), with a degree in mechanical engineering.
Mr. Rapley is a director of Liberty Media Corporation (LMC), which owns interests in a broad range of media, communications and entertainment businesses, and of Liberty Interactive Corporation (LIC),which owns interests in a broad range of video and online commerce businesses. He has been a director of LMC, LIC and their predecessors since 2002. He currently serves on LMC’s compensation committee and is the chairman of its nominating and governance committee, and he currently serves on LIC’s audit committee and its compensation committee and is the chairman of its nominating and governance committee.

Mr. Rapley’s significant professional and business background as an engineer, entrepreneur and executive contributes to our board’s consideration of technological initiatives and challenges and strengthens our board’s collective qualifications, skills and attributes.
Directors Whose Term Expires in 2017
Miranda Curtis, 60, has served as one of our directors since June 2010 and is a member of the audit, the nominating and corporate governance and the succession planning committees of our board. Until March 31, 2010, Ms. Curtis was the presidentdate. Although beneficial ownership of our Liberty Global Japan division. She servedClass C shares is set forth below, our Liberty Global Class C shares are non-voting and, therefore, in the case of voting power, are not included. The percentage of voting power is presented on an aggregate basis for each person or group listed below.
Ordinary shares issuable on or within 60 days after April 1, 2019, upon exercise of options or SARs, vesting of RSUs, conversion of convertible securities or exchange of exchangeable securities, are deemed to be outstanding and to be beneficially owned by the person holding the options, SARs, RSUs or convertible or exchangeable securities for the purpose of computing the percentage ownership of that person, but are not treated as senior vice presidentoutstanding for the purpose of onecomputing the percentage ownership of any other person. For purposes of the following presentation, beneficial ownership of our predecessors, LGI International, and president of its Asia division from March 2004 to June 2005.
Ms. Curtis has over 30 years of experience in the international media and telecommunications industry, starting with the international distribution of programming for the BBC before moving to the U.K. cable industry. She joined the predecessorLiberty Global Class B shares, although convertible on a one-for-one basis into our Liberty Global Class A shares, is reported as beneficial ownership of our subsidiary, Liberty Media International Holdings, LLC (LMINT), in 1992 when it was formedGlobal Class B shares only, and not as the international division of Tele-Communications, Inc. (TCI). Thereafter, she assumed executive positions of increasing responsibility at this company, with a primary focus on business development and the management of complex international distribution and content joint ventures. As executive vice president (1996 – 1999) and then president (1999 – 2004) of LMINT, she oversaw all cable and programming investments of TCI and subsequently LIC (then known as Liberty Media Corporation), in Japan, the U.K. and Continental Europe. She was responsible for the negotiation, oversight and management of a joint venture with Sumitomo Corporation that led to the formation of Jupiter Telecommunications Co. Ltd. (J:COM), the largest multiple cable system operator in Japan, and Jupiter TV Co., Ltd., a leading provider of content services to the Japanese cable and satellite industries, as well as other content ventures in Europe and Asia. Ms. Curtis’ employment as an officerbeneficial ownership of our company terminated followingLiberty Global Class A shares.
So far as is known to us, the sale of substantially all of our investments in Japan in February 2010.
Ms. Curtis is a director of the U.K. public company Marks & Spencer plc (since February 2012), a retailer of clothingpersons indicated below have sole voting power and home products where she is also a member of the audit committee, and chairman of the board of Waterstones Booksellers Ltd. (since October 2011), a book retailer. She is also a member of the Board of Governors of the Institute for Government, a non-profit organization in the U.K. working to increase government effectiveness, and is involved in a number of philanthropic organizations. Ms. Curtis’ prior public company board experiences include serving as a non-executive director of Telewest Communications plc (1998 – 2002), at the time the second largest multiple cable system operator in the U.K., Flextech plc (1998 – 2000), at the time a leading supplier of basic tier channels to the U.K. pay television market, J:COM (2005 – March 2010), and National Express Group plc, an international public transport group (2008 – 2011). Ms. Curtis was also a member of the compensation committee for each of Telewest Communications plc and J:COM. She is a graduate of the University of Durham, England.
Ms. Curtis’ significant business and executive background in the media and telecommunication industries and her particular knowledge of, and experience with all aspects of international cable television operations and content distribution contribute to our board’s consideration of operational developments and strategies and strengthen our board’s collective qualifications, skills and attributes.
John W. Dick, 78, has served as one of our directors since June 2005 and is a member of the audit and the nominating and corporate governance committees of our board. He was a director of UnitedGlobalCom LLC (UGC) from March 2003 until UGC’s business combination with LGI International. Mr. Dick has over 40 years of experience as a founder, director and chairman of public and private companies in a variety of industries, including real estate, automotive, telecommunications, oil exploration and international shipping based in a number of countries and regions, including the U.S., Canada, Europe, Australia, Russia, China and Africa.
Currently, Mr. Dick serves as a director and non-executive chairman of the board of O3B Networks Limited, a private company which is building a new fiber-quality, satellite-based, global internet backbone connecting telecommunications operators and internet service providers in emerging markets with the networks of developed countries. He also served as a director of Austar United Communications Ltd. (Austar) from 2002 until its sale in May 2012. In addition, Mr. Dick was a director and non-executive chairman of the board of Terracom Broadband, a private company that developed and operated a fiber-based internet network and a digital cellular network in Rwanda, and following its purchase by Terracom Broadband, of

Rwandatel, the incumbent telephone company in Rwanda, until the sale of these companies in 2007. From 1984 to December 2007, he was a director and non-executive chairman of the board of Hooper Industries Group, a privately held U.K. group consisting of: Hooper and Co (Coachbuilders) Ltd. (building special bodied Rolls Royce and Bentley motorcars), Hooper Industries (China) (providing industrial products and components to Europe and the U.S.) and, until 2002, MetroCab UK (manufacturing London taxicabs) and Moscab (a joint venture with the Moscow city government to produce Metrocabs for Russia). Mr. Dick is a graduate of Wheaton College, Illinois (B.A. Political Science and Economics) and University of Toronto School of Law.
Mr. Dick’s extensive business background in a variety of industries and countries and his particular knowledge as an experienced board member of various entities that have evaluated and developed business opportunities in international markets contribute to our board’s consideration of strategic options and strengthen our board’s collective qualifications, skills and attributes.
JC Sparkman, 83, has served as one of our directors since June 2005 and is the chair of the compensation committee and a member of the nominating and corporate governance and the succession planning committees of our board. He was a director of LGI International, from November 2004 to June 2005. Mr. Sparkman has over 30 years of experience in the cable television industry. He was executive vice president and chief operating officer of TCI for eight years until his retirement in 1995. During his over 26 years with TCI, he held various management positions of increasing responsibility, overseeing TCI’s cable operations as that company grew through acquisitions, construction of new networks and expansion of existing networks into the largest multiple cable system operator in the U.S. at the time of his retirement. In September 1999, he co-founded Broadband Services, Inc., a provider of asset management, logistics, installation and repair services for telecommunications service providers and equipment manufacturers domestically and internationally. He served as chairman of the board and co-chief executive officer of Broadband Services until December 2003.
Mr. Sparkman is an experienced public company board member. Since 1994, he has been a director of Shaw, and he is a member of the executive and human resources and compensation committees of Shaw’s board. He is also a director and member of the compensation committee of Universal Electronics, Inc. (since 1998), a global leader in wireless control technology.
Mr. Sparkman’s significant background as an executive and board member and his particular knowledge of, and experience with, all aspects of cable television operations contribute to our board’s consideration of operational developments and strategies, provide insight into other public company board practices and strengthen our board’s collective qualifications, skills and attributes.
J. David Wargo, 62, has served as one of our directors since June 2005 and is a member of the audit and the nominating and corporate governance committees of our board. He was a director of LGI International, from May 2004 to June 2005. Mr. Wargo has over 35 years of experience in investment research, analysis and management. He is the founder and president of Wargo & Company, Inc., a private company specializing in investing in the communications industry since 1993. Mr. Wargo is a co-founder and was a member of New Mountain Capital, LLC from 2000 to 2008. Prior to starting Wargo & Company, he was a managing director and senior analyst of The Putnam Companies (1989 – 1992), senior vice president and a partner in Marble Arch Partners (1985 – 1989) and senior analyst and a partner in State Street Research and Management Company (1978 – 1985). Mr. Wargo received his Bachelor’s Degree in physics and Master’s Degree in nuclear engineering from Massachusetts Institute of Technology (M.I.T.) and an M.B.A. from M.I.T.’s Sloan School of Management.
Mr. Wargo is a director of (a) Discovery Communications, Inc. (since September 2008), where he is also a member of the audit committee and chair of the nominating and corporate governance committee, (b) Strayer Education, Inc. (since March 2001), where he is chairman of the compensation committee, (c) Liberty TripAdvisor Holdings, Inc. (since August 2014), where he is also a member of the audit committee, the compensation committee and the chairman of the nominating and corporate governance committee, and (d) Liberty Broadband Corporation (since March 2015), where he is also a member of the audit committee, the compensation committee and the nominating and corporate governance committee. In addition, he is a director of the private company Vobile, Inc. His previous board experience includes the following public companies: Discovery Holding Company (2005 – 2008), Fun Technologies Inc. (2007 – 2008), OpenTV Corp. (2002 – 2007), On Command Corporation (1998 – 2003), Gemstar-TV Guide International, Inc. (2000 – 2001) and TV Guide, Inc. (and its predecessor) (1996 – 2000).
Mr. Wargo’s extensive background in investment analysis and management and as a public company board member and his particular knowledge of, and experience with, finance and capital markets contribute to our board’s consideration of our capital structure and evaluation of investment and financial opportunities and strategies, provide insight into other public company board practices and strengthen our board’s collective qualifications, skills and attributes.

Directors Whose Term Expires in 2018
Michael T. Fries, 53, has served as our chief executive officer, president and vice chairman of our board since June 2005. He was chief executive officer of UGC from January 2004 until the businesses of UGC and LGI International were combined under our predecessor LGI.
Mr. Fries has nearly 30 years of experience in the cable and media industry, starting with the investment banking division of PaineWebber Incorporated where he specialized in domestic and international transactions for media companies before joining the management team of UGC’s predecessor in 1990 shortly after its formation. As senior vice president, Business Development, of UGC’s predecessor from 1990 to 1995, Mr. Fries was responsible for managing its global acquisitions and new business development functions, which included investing in, acquiring or launching multichannel distribution or programming businesses in over 20 countries around the world. From 1995 to 1998, he was president of the Asia/Pacific division and, among other duties, managed the formation and operational launch of the business and subsequent flotation of the stock of Austar, then an Australia public company and one of our subsidiaries. He was promoted to president and chief operating officer in 1998 and chief executive officer of UGC in 2004. During this period, he oversaw UGC’s growth across all business units and geographic territories into a leading international broadband communications provider. He also managed UGC’s financial and strategic initiatives, including various transactions with LIC, then known as Liberty Media Corporation, and LGI International from 1998 to 2005 that led up to and culminated in the formation of our predecessor LGI.
Currently, Mr. Fries is a director of Lions Gate Entertainment Corp. (since November 2015) and Grupo Television S.A.B. (since April 2015). Previously, he served as a director of UGC and its predecessor from 1999 to 2005. Mr. Fries was chairman of the supervisory boards of two UGC publicly-held European subsidiaries, UPC (1998 – 2003) and Priority Telecom N.V. (2002 – 2006). He also served as executive chairman of Austar from 1999 until 2003, and thereafter as non-executive chairman of Austar until its sale in May 2012. Mr. Fries is a director of CableLabs®, The Cable Center, the non-profit educational arm of the U.S. cable industry, and various other non-profit and privately held corporate organizations. He serves as a Telecom Governor and Steering Committee member of the World Economic Forum. Mr. Fries received his Bachelor’s Degree from Wesleyan University (where he is a member of the board of trustees) and his Master’s of Business Administration from Columbia University.
Mr. Fries’ significant executive experience building and managing international distribution and programming businesses, in-depth knowledge of all aspects of our current global business and responsibility for setting the strategic, financial and operational direction for our company contribute an insider’s perspective to our board’s consideration of the strategic, operational and financial challenges and opportunities of our business, and strengthen our board’s collective qualifications, skills and attributes.
Paul A. Gould, 70, has served as one of our directors since June 2005 and is the chair of the audit committee and a member of the nominating and corporate governance and the succession planning committees of our board. He was a director of UGC from January 2004 until UGC’s business combination with LGI International.
Mr. Gould has over 40 years of experience in the investment banking industry. He is a managing director of Allen & Company, LLC, a position that he has held for more than the last five years, and is a senior member of Allen & Company’s mergers and acquisitions advisory practice. In that capacity, he has served as a financial advisor to many Fortune 500 companies, principally in the media and entertainment industries. Mr. Gould joined Allen & Company in 1972. In 1975, he established Allen Investment Management, which manages capital for endowments, pension funds and family offices.
Currently, Mr. Gould is a director of Ampco-Pittsburgh Corporation (since 2002), Discovery Communications, Inc. (since September 2008), where he is a member of the compensation committee, and the private company O3B Networks Limited. His committee experience includes audit, executive, compensation, corporate governance and investment. In addition, Mr. Gould serves on the board of trustees of Cornell University, where he is the chair of its investment committee; serves as an overseer for Weill Cornell Medical College; and serves on the boards of the Wildlife Conservation Society, where he is the chair of its investment committee, and the New School University. He is also a member of the advisory committee to the International Monetary Fund’s investment committee. Mr. Gould’s previous board experience includes the following public companies: DIRECTV (2009 – 2010), LIC (and its predecessor) (2001 – 2009), Discovery Holding Company (2005 – 2008), The DirecTV Group, Inc. (2009) and On Command Corporation (2002 – 2003). He attended Cornell University and received his Bachelor’s Degree in biochemistry from Fairleigh Dickinson University.

Mr. Gould’s extensive background in investment banking and as a public company board member and his particular knowledge and experience as a financial advisor for mergers and acquisitions and in accounting, finance and capital markets contribute to our board’s evaluation of acquisition, divestiture and financing opportunities and strategies and consideration of our capital structure, budgets and business plans, provide insight into other public company board practices and strengthen our board’s collective qualifications, skills and attributes.
John C. Malone, 75, has served as our chairman of the board and as one of our directors since its inception and is a member of the executive and the succession planning committees of our board. He was president, chief executive officer and chairman of the board of LGI International, from March 2004 to June 2005. Mr. Malone served as a director of UGC and its predecessors from November 1999 to July 2013.
Mr. Malone is an experienced business executive, having served as the chief executive officer of TCI for over 25 years until its acquisition by AT&T Corporation in 1999. During that period, he successfully led TCI as it grew through acquisitions and construction into the largest multiple cable system operator in the U.S., invested in and nurtured the development of unique cable television programming, including the Discovery Channel, QVC and Starz/Encore, expanded through joint ventures into international cable operations in the U.K. (Telewest Communications plc), Japan (J:COM) and other countries, and invested in new technologies, including high speed internet, alternative telephony providers, wireless personal communications services and direct-to-home satellite.
Currently, Mr. Malone is chairman of the board and a director of LMC and LIC. He has held these positions with LMC, LIC and their predecessor companies since 1990 and was also chief executive officer of LIC (then known as Liberty Media Corporation) from August 2005 to February 2006. His other public directorships currently include Lions Gate Entertainment Corp. (since March 2015), Charter Communications, Inc. (since May 2013), Discovery Communications, Inc. (since September 2008), Expedia, Inc. (since December 2012, having previously served as a director from August 2005 to November 2012) and Liberty Broadband Corporation (since November 2014). Mr. Malone has also been a director of Liberty TripAdvisor Holdings, Inc. (2014 – 2015), Sirius XM Radio, Inc. (2009 – 2013), Ascent Capital Group, Inc. (2010 – 2012), Live Nation Entertainment, Inc., where he was also interim chairman of the board (2010 – 2011), DIRECTV, where he was also chairman of the board (2009 – 2010), IAC/InterActiveCorp. (2006 – 2010), Discovery Holding Company (2005 – 2008), The DirecTV Group, Inc. (2008 – 2009) and The Bank of New York Company, Inc. (2005 – 2007).
Mr. Malone is the chairman emeritus of CableLabs® and an honorary board member of The Cable Center. He also served as a director of the National Cable Television Association from 1974 to 1977 and 1980 to 1993. Mr. Malone holds a Bachelor’s Degree in electrical engineering and economics from Yale University and a Master’s Degree in industrial management and a Ph.D. in operations research from Johns Hopkins University.
Mr. Malone’s proven business acumen as a long time chief executive of large, complex organizations and his extensive knowledge and experience in the cable television, telecommunications, media and programming industries are a valuable resource to our board in evaluating the challenges and opportunities of our global business and our strategic planning and strengthen our board’s collective qualifications, skills and attributes.
Larry E. Romrell, 76, has served as one of our directors since June 2005 and is a member of the compensation and the nominating and corporate governance committees of our board. He was a director of LGI International from May 2004 to June 2005. Mr. Romrell has over 30 years of experience in the telecommunications industry. He was an executive vice president of TCI from January 1994 to March 1999, when it was acquired by AT&T Corporation, and a senior vice president of TCI from 1991 to 1994. Prior to becoming an executive officer at TCI, Mr. Romrell was president and chief executive officer of WestMarc Communications, Inc., a subsidiary of TCI engaged in the cable television and common carrier microwave communications businesses, and held various executive positions with that company (formerly known as Western Tele-Communications, Inc.) for almost 20 years, including when it was a separate public company. As an executive at TCI, Mr. Romrell oversaw TCI’s investments in and development of companies engaged in other telecommunications businesses, including At Home Corporation (@Home), a provider of high speed multimedia internet services, and Teleport Communications Group Inc. (TCG), a competitive local exchange carrier.
Mr. Romrell currently is a director of LMC and LIC, positions he has held with LMC, LIC and their predecessors since 2001, and serves on the audit and nominating and governance committees of each of LMC’s and LIC’s boards. Mr. Romrell also serves as a director of Liberty TripAdvisor Holdings, Inc. (since August 2014) and serves on its compensation committee and its nominating and corporate governance committee. Formerly, he was a member of the compensation committee of LIC’s

board. Mr. Romrell’s prior board experience includes the following public companies: Ascent Capital Group, Inc.’s predecessor (2000 – 2003), Arris Group, Inc. (2000 – 2003), General Communication Inc. (1980 – 2001), as well as @Home and TCG.
Mr. Romrell’s extensive business background and his particular knowledge and experience in telecommunications technology and board practices of other public companies contribute to our board’s consideration of operational and technological developments and strategies, provide insight into other public company board practices and strengthen our board’s collective qualifications, skills and attributes.

COMMITTEES OF THE BOARD OF DIRECTORS AND ATTENDANCE
Informationsole dispositive power with respect to each of the current committeesordinary shares indicated as owned by them, except as otherwise stated in the notes to the table. With respect to certain of our boardexecutive officers and directors, the number of directors is provided below. Our board may from timeshares indicated as owned by them includes shares held by the 401(k) Plan as of March 31, 2019, for their respective accounts.
Name and Address of Beneficial Owner Title of Class Amount and Nature of Beneficial Ownership Percent of Class Voting Power
John C. Malone Liberty Global Class A 4,667,867
(1)(2)(3)(4) 2.3% 29.0%
Chairman of the Board Liberty Global Class B 8,787,373
(5)(6) 76.5%  
  Liberty Global Class C 17,486,844
(1)(2)(3)(4)(5) 3.3%  
          

Name and Address of Beneficial Owner Title of Class Amount and Nature of Beneficial Ownership Percent of Class Voting Power
Andrew J. Cole Liberty Global Class A 41,159
(4)(7) *
 *
Director Liberty Global Class B —
  —
  
  Liberty Global Class C 98,229
(4) *
  
          
Miranda Curtis Liberty Global Class A 156,387
(4) *
 *
Director Liberty Global Class B —
  —
  
  Liberty Global Class C 446,416
(4) *
  
          
John W. Dick Liberty Global Class A 73,176
(4) *
 *
Director Liberty Global Class B —
  —
  
  Liberty Global Class C 193,186
(4) *
  
          
Michael T. Fries Liberty Global Class A 2,537,790
(3)(4)(8)(9) 1.2% 5.1%
Director, Chief Executive Officer & President Liberty Global Class B 1,390,295
(3)(6) 12.1%  
 Liberty Global Class C 6,188,665
(3)(4)(8)(9) 1.2%  
          
Paul A. Gould Liberty Global Class A 246,317
(4) *
 *
Director Liberty Global Class B 51,429
  *
  
  Liberty Global Class C 1,040,534
(4) *
  
          
Richard R. Green Liberty Global Class A 42,384
(4) *
 *
Director Liberty Global Class B —
  —
  
  Liberty Global Class C 111,176
(4) *
  
          
David E. Rapley Liberty Global Class A 26,802
(4) *
 *
Director Liberty Global Class B —
  —
  
  Liberty Global Class C 67,836
(4) *
  
          
Larry E. Romrell Liberty Global Class A 48,596
(4) *
 *
Director Liberty Global Class B —
  —
  
  Liberty Global Class C 108,279
(4) *
  
          
JC Sparkman Liberty Global Class A 36,435
(4) *
 *
Director Liberty Global Class B —
  —
  
  Liberty Global Class C 88,898
(4) *
  
          
David Wargo Liberty Global Class A 82,393
(3)(4)(10) *
 *
Director Liberty Global Class B —
  —
  
  Liberty Global Class C 230,791
(3)(4)(10) *
  
          
Charles H.R. Bracken Liberty Global Class A 587,905
(4) *
 *
Executive Vice President & Chief Financial Officer Liberty Global Class B —
  —
  
 Liberty Global Class C 1,420,810
(4) *
  
          
Bryan H. Hall Liberty Global Class A 454,780
(3)(4) *
 *
Executive Vice President & General Counsel & Secretary Liberty Global Class B —
  —
  
 Liberty Global Class C 1,172,420
(3)(4)(8) *
  
��         
Enrique Rodriguez Liberty Global Class A 16,223
(4) *
 *
Executive Vice President & Chief Technology Officer Liberty Global Class B —
  —
  
 Liberty Global Class C 33,142
(4)(8) *
  
          
Diederik Karsten Liberty Global Class A 544,239
(4) *
 *
Former Executive Vice President & Chief Operating Officer Liberty Global Class B —
  —
  
 Liberty Global Class C 1,386,929
(4) *
  
          
          

Name and Address of Beneficial Owner Title of Class Amount and Nature of Beneficial Ownership Percent of Class Voting Power
All directors and executive officers as a group (14 persons)         
 Liberty Global Class A 9,018,214
(11)(12) 4.3% 34.5%
  Liberty Global Class B 10,229,097
(11) 89.0%  
  Liberty Global Class C 28,687,226
(11)(12) 5.4%  
_______________
*Less than one percent.
(1)Includes 124,808 Liberty Global Class A shares and 756,405 Liberty Global Class C shares held by Mr. Malone’s spouse, as to which shares Mr. Malone has disclaimed beneficial ownership.
(2)Includes 2,140,050 Liberty Global Class A shares and 4,736,253 Liberty Global Class C shares held by Columbus Holding LLC, in which Mr. Malone has a controlling interest.
(3)Includes shares pledged to the indicated entities in support of one or more lines of credit or margin accounts extended by such entities:
  No. of Shares Pledged  
Owner Liberty Global Class A Liberty Global Class B Liberty Global Class C  Entity Holding the Shares
          
John C. Malone 1,345,685
   3,765,681
  Merrill Lynch, Pierce, Fenner & Smith Incorporated
John C. Malone 952,177
   1,210,195
  Fidelity Brokerage Services, LLC
Michael T. Fries 246,327
   805,340
  Morgan Stanley Inc.
Michael T. Fries 315,242
 1,000,000
 156,397
  Goldman Sachs Group, Inc.
J. David Wargo 46,170
   137,855
  Fidelity Brokerage Services, LLC
Bryan H. Hall 39,894
   82,439
  Morgan Stanley Inc.

(4)Includes shares that are subject to options or SARs, which were exercisable as of, or will be exercisable within 60 days of, April 1, 2019, as follows:
Owner 
Liberty Global
Class A
 
Liberty Global
Class C
     
John C. Malone 105,147
 261,085
Andrew J. Cole 20,930
 47,080
Miranda Curtis 26,916
 65,179
John W. Dick 37,417
 96,541
Michael T. Fries 1,765,401
 4,577,077
Paul A. Gould 30,690
 76,454
Richard R. Green 36,002
 96,541
David E. Rapley 23,438
 59,791
Larry E. Romrell 24,108
 56,763
JC Sparkman 23,735
 62,597
J. David Wargo 35,941
 92,135
Charles H.R. Bracken 572,410
 1,389,819
Bryan H. Hall 384,217
 1,002,362
Enrique Rodriguez 13,458
 26,916
Diederik Karsten 458,032
 1,161,061

(5)Includes 110,148 Liberty Global Class B shares held by two trusts managed by an independent trustee, of which the beneficiaries are Mr. Malone’s adult children. Mr. Malone has no pecuniary interest in the trusts, but he retains the right to substitute the assets held by the trusts. Mr. Malone has disclaimed beneficial ownership of the shares held in the trusts. Also, includes 8,677,225 Liberty Global Class B shares and 6,757,225 Liberty Global Class C shares held by the Malone Trust.
(6)Based on the Schedule 13D/A (Amendment No. 7) of Mr. Malone filed with the SEC on February 18, 2014, pursuant to a letter agreement dated as of February 13, 2014, among Michael T. Fries, our CEO and one of our directors, Mr. Malone and the Malone Trust have agreed that, for so long as Mr. Fries is employed as a principal executive officer by us or serving on our board of directors, (a) in the event the Malone Trust or any permitted transferee (as defined in the letter agreement) is not voting the Liberty Global Class B shares owned by the Malone Trust, Mr. Fries will have the right to vote such Liberty Global Class B shares and (b) in the event the Malone Trust or any permitted transferee determines to sell such Liberty Global Class B shares, Mr. Fries (individually or through an entity he controls) will have an

exclusive right to time establish certain other committees ofnegotiate to purchase such shares, and if the board, consisting of oneparties fail to come to an agreement and the Malone Trust or more of our directors. Any committee so establishedany permitted transferee subsequently intends to enter into a sale transaction with a third party, Mr. Fries (or an entity controlled by him) will have a right to match the powers delegated to itoffer made by resolution of our board, subject to applicable law.such third party.
(7)Includes 32 Liberty Global Class A shares held by Mr. Cole’s minor daughter.
(8)Includes shares held in the 401(k) Plan as follows:
Owner 
Liberty Global
Class A
 
Liberty Global
Class C
 
      
Michael T. Fries 1,977
 13,061
 
Bryan H. Hall —
 3,934
 
Enrique Rodriguez —
 696
 

(9)Includes 46,200 Liberty Global Class A shares and 283,360 Liberty Global Class C shares held by a trust managed by an independent trustee, of which the beneficiaries are Mr. Fries’ children. Mr. Fries has no pecuniary interest in the trust, but he retains the right to substitute the assets held by the trust. Mr. Fries has disclaimed beneficial ownership of the shares held by the trust.
(10)Includes 158 Liberty Global Class A shares and 524 Liberty Global Class C shares held in various accounts managed by Mr. Wargo, as to which shares Mr. Wargo has disclaimed beneficial ownership. Also includes 32 Liberty Global Class C shares held by Mr. Wargo’s spouse, as to which Mr. Wargo has disclaimed beneficial ownership.
(11)Includes 171,166 Liberty Global Class A shares, 110,148 Liberty Global Class B shares and 1,040,321 Liberty Global Class C shares held by relatives of certain directors and executive officers or held pursuant to certain trust arrangements or in managed accounts, as to which shares beneficial ownership has been disclaimed.
(12)Includes 3,099,810 Liberty Global Class A shares and 7,910,340 Liberty Global Class C shares that are subject to options or SARs, which were exercisable as of, or will be exercisable or vest within 60 days of, April 1, 2019; 1,977 Liberty Global Class A shares and 17,691 Liberty Global Class C shares held by the 401(k) Plan; and 3,070,303 Liberty Global Class A shares and 6,914,312 Liberty Global Class C shares pledged in support of various lines of credit or margin accounts.
Audit Committee
Our boardA description of directors has established anthe audit committee whose members are Miranda Curtis, John W. Dick, Paul A. Gould (chairman)members’ respective experience is set forth under Resolutions 1, 2 and J. David Wargo.3 below. Our board of directors has determined that Ms. Curtis and Messrs. Gould, Dick and Wargo are independent, as independence for audit committee members is defined in the NASDAQ rules as well as the rules and regulations adopted by the SEC relating to independence of audit committee members. In addition, our board of directors has determined that more than one member of the committee, including its chairman, Mr. Gould, qualifies as an “audit committee financial expert” under applicable SEC rules and regulations. A description of their respective experiences is set forth under Resolutions 1, 2, and 3 above.
The audit committee reviews and monitors our corporate financial reporting and our internal and external audits. The audit committee’s functions include:
appointing and, if necessary, replacing our independent auditors;
reviewing and approving, in advance, the scope and the fees of all auditing services, and all permissible non-auditing services, to be performed by our independent auditors;
reviewing our annual audited financial statements with our management and our independent auditors and making recommendations regarding inclusion of such audited financial statements in certain of our public filings;
overseeing the work of our independent auditor for the purpose of preparing or issuing an audit report or related work or performing other audit, review or attest services, including holding quarterly meetings to review our quarterly reports, discussing with our independent auditors issues regarding the ability of our independent auditors to perform such services, reviewing with our independent auditors any audit related problems or difficulties and the response of our management, and addressing other general oversight issues;

reviewing and discussing with management and our independent auditors issues regarding accounting principles, tax matters, effectiveness of internal controls, financial reporting, and regulatory and accounting initiatives;
reviewing quarterly earnings releases;
overseeing the maintenance of an internal audit function, discussing with our independent auditors, the internal auditor and our management, as appropriate, the internal audit function’s responsibilities, budget and staff, periodically reviewing with our independent auditors the results and findings of the internal audit function and coordinating with our management to ensure that the issues associated with such results and findings are addressed;
discussing with management financial risk exposure and risk management policies;
reviewing disclosures by our certifying officers on any significant deficiencies or material weaknesses in the design or operation of our internal controls and any fraud involving persons who have a significant role in our internal controls;
overseeing management’s processes and activities with respect to confirming compliance with applicable securities laws and SEC and NASDAQ rules relating to our accounting and financial reporting processes and the audit of our financial statements;
establishing procedures for the consideration of alleged violations of the code of business conduct and the code of ethics adopted by our board and for the reporting and disclosure of violations of or waivers under such codes;
establishing procedures for receipt, retention and treatment of complaintsallegations on accounting, internal accounting controls or audit matters; and
preparing a report for our annual proxy statement.

Our board of directors has adopted a written charter for the audit committee, which is available on our website at www.libertyglobal.com. In addition to the foregoing, as provided in our corporate governance guidelines referenced above, the audit committee must review and approve any related party transaction in which an executive officer has a direct or indirect interest for which disclosure is required under SEC rules.
Compensation Committee
Our board of directors has established aThe compensation committee whosesets our overall compensation philosophy and oversees our executive compensation and benefits programs, policies and practices. The compensation committee’s functions include:
•reviewing and approving annual and long-term performance goals and objectives for our CEO;
•evaluating the performance of and determining the compensation for our CEO;
reviewing and approving the compensation of our executive officers and certain other executives, including any employment agreements;
reviewing and approving cash-based and equity-based compensation plans that are shareholder approved and awards granted thereunder where participants are executive officers and other members are John P. Cole, Jr., Larry E. Romrell and JC Sparkman (chairman). Following Mr. J. Cole’s retirementof senior management;
•discussing with management the risk from our board of directors on June 16, 2016,compensation program and policies; and
•preparing a report for our board intends to appoint another director to the compensation committee. See annual proxy statement.
Corporate Governance—Director Independence above. Our board of directors has adopted a written charter for the compensation committee, which is available on our website at www.libertyglobal.com. See Executive Officers and Directors Compensation—Compensation Discussion and Analysis below for a description of the responsibilities of the compensation committee on matters related to executive compensation and administration of the various incentive plans of our company for awards to employees.
As stated in its charter, theThe compensation committee has the authority to engage its own compensation consultants and other independent advisors. During 2015,2018, the compensation committee did not retain any independent advisors for purposes of rendering advice on our executive compensation.
Compensation Committee Interlocks and Insider Participation
.During 2015,2018, none of the members of our compensation committee was an officer or employee of our company or any of our subsidiaries, was formerly an officer of our company or any of our subsidiaries, or had any relationship requiring disclosure under applicable securities laws.
Executive Committee
Our board of directors has established an executive committee pursuant to our articles of association, whose members are Michael T. Fries and John C. Malone. Except as specifically prohibited by the Companies Act or limited by our board of directors, the executive committee may exercise all the powers and authority of our board in the management of our business and affairs between board meetings, including the power and authority to authorize the issuance of ordinary shares of our capital stock, with the exception of certain matters, including amendments to the articles of association and fundamental changes to Liberty Global (such as a merger or sale of substantially all of its assets).
Nominating and Corporate Governance Committee
Our board of directors has established a nominating and corporate governance committee, whose members are Andrew J. Cole, John P. Cole, Jr. (until his retirement on June 16, 2016), Miranda Curtis, John W. Dick, Paul A. Gould, Richard R. Green, David E. Rapley (chairman), Larry E. Romrell, JC Sparkman and J. David Wargo. See Corporate Governance—Director Independence above. The nominating and corporate governance committee identifies and recommends persons as nominees to our board of directors. As stated above, it alsodirectors, reviews from time to time theour corporate governance guidelines applicable to us and oversees the evaluation of our board of directorsdirectors. Its duties include:
reviewing and makes recommendations to our board, as it may deem appropriate. Further, at the request of our board, the nominating and corporate governance committee assists our board in discharging its duties relating torecommending compensation offor our independent directors and our chairman of the board.board, including equity-based awards;
developing criteria for board membership;
reviewing candidates recommended by shareholders for elections to the board; and
assessing director and candidate independence.
The nominating and corporate governance committee will consider candidates for director recommended by any shareholder, provided that such nominations are properly submitted. Eligible shareholders wishing to recommend a candidate for nomination as a director should send the recommendation in writing to the Nominating and Corporate Governance Committee, Liberty Global plc, 161 Hammersmith Road, London W6 8BS, United Kingdom, Attn: General Counsel. Shareholder recommendations must be made in accordance with our articles of association, as discussed under Shareholder Resolutions below,in this proxy statement, and contain the following information:
the proposing shareholder’s name and address and documentation indicating the number of ordinary shares beneficially owned by such person and the holder or holders of record of those shares, together with a statement that the proposing shareholder is recommending a candidate for nomination as a director;

the candidate’s name, age, business and residence addresses, principal occupation or employment, business experience, educational background and any other information relevant in light of the factors considered by the nominating and corporate governance committee in making a determination of a candidate’s qualifications, as described below;
a statement detailing any relationship, arrangement or understanding that might affect the independence of the candidate as a member of our board;
any other information that would be required under SEC rules in a proxy statement soliciting proxies for the election of suchthe candidate as a director;
a representation as to whether the proposing shareholder intends to deliver any proxy materials or otherwise solicit proxies in support of the director nominee;
a representation that the proposing shareholder intends to appear in person or by proxy at the annual general shareholders meeting at which the person named in such notice is to stand for election; and
a signed consent of the candidate to serve as a director, if nominated and elected.
In connection with its evaluation, the nominating and corporate governance committee may request additional information from the proposing shareholder and the candidate. The nominating and corporate governance committee has sole discretion to decide which individuals to recommend for nomination as directors.
To be nominated to serve as a director, a nominee need not meet any specific, minimum criteria; however, the nominating and corporate governance committee believes that nominees for director should possess the highest personal and professional ethics, integrity and values and should be committed to our long-term interests and the interests of our shareholders. When evaluating a potential director nominee, including one recommended by a shareholder, the nominating and corporate governance committee will take into account a number of factors, including, but not limited to,which may include the following:
independence from management; education and professional background; judgment, skill and reputation;
understanding of our business and the markets in which we operate;
expertise that is useful to us and complementary to the expertise of our other directors;
existing commitments to other businesses as a director, executive or owner;
personal conflicts of interest, if any; and

the size and composition of our existing board of directors.
The nominating and corporate governance committee does not have a formal policy on diversity. It does, however, consider whether the nominee has personal capabilities and qualifications that contribute to the overall diversity of our board. For this purpose, the committee construes diversity broadly to include a variety of perspectives, opinions, professional backgrounds and experiences.
When seeking candidates for director, the nominating and corporate governance committee may solicit suggestions from incumbent directors, management, shareholders and others. After conducting an initial evaluation of a prospective nominee, the nominating and corporate governance committee will interview that candidate if it believes the candidate might be suitable to be a director. The nominating and corporate governance committee may also ask the candidate to meet with management. If the nominating and corporate governance committee believes a candidate would be a valuable addition to the board of directors, it may recommend to our full board that candidate’s appointment or election.
Prior to nominating an incumbent director for re-election at an annual general meeting, the nominating and corporate governance committee considers, in addition to the foregoing criteria, the director’s past attendance at, and participation in, meetings of our board of directors and its committees and the director’s formal and informal contributions to the various activities conducted by the board and the board committees of which such individual is a member.
Based on the foregoing considerations, the nominating and corporate governance committee determined to recommend Messrs. A. Cole, Green and Rapley for nomination for re-election to our board.
Our board of directors has adopted a written charter for the nominating and corporate governance committee. The charter is available on our website at www.libertyglobal.com.

Succession Planning Committee
Our board of directors has established a succession planning committee to assist the full board in succession planning for our CEO. The responsibilities of the succession planning committee include the development of candidate profiles and qualifications, the identification and evaluation of potential internal candidates and opportunities for their development, the evaluation of potential external candidates and annual reporting to the full board on the results of its work. Our CEO collaborates with the succession planning committee in the performance of its functions. Members of the succession planning committee are our chairman of the board, the chairs of each of the audit, compensation and nominating and corporate governance committees and Miranda Curtis, one of our directors. Our board of directors has adopted a written charter for the succession planning committee, which is available on our website at www.libertyglobal.com.
Board Meetings
During 2015, we had 11 meetings of our full board of directors, nine meetings of our audit committee, six meetings of our compensation committee and two meetings of our nominating and corporate governance committee. Due to scheduling conflicts, our succession planning committee was unable to meet in December 2015, but held its meeting for 2015 in January 2016. Except for Mr. Malone, each director attended, either in person or telephonically, at least 75% of the total number of meetings of our board and each committee on which he or she served in the aggregate. Mr. Malone did not attend three board meetings, including meetings on our proposed acquisition of CWC where Mr. Malone was a related party to the transaction and recused himself from those meetings.
Director Attendance at Annual General MeetingsExecutive Committee
Our board of directors encourageshas established an executive committee pursuant to our articles of association, whose members are Michael T. Fries and John C. Malone, neither of whom is an independent director. The primary purpose of the executive committee is to exercise powers of the board of directors on matters requiring expediency that arise between regularly scheduled board meetings, such as financings, investments, tax planning, acquisitions and divestitures and similar matters. Except as specifically prohibited by the Companies Act or limited by our board of directors, the executive committee may exercise all membersthe powers and authority of our board in the management of our business and affairs between board meetings, including the power and authority to attendauthorize the issuance of ordinary shares of our capital stock, with the exception of certain matters, including amendments to the articles of association and fundamental changes to Liberty Global (such as a merger or sale of substantially all of its assets).

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Certain Beneficial Owners
The following table sets forth information, to the extent known by us or ascertainable from public filings, concerning our ordinary shares beneficially owned by each person or entity known by us to own more than 5% of any class of our outstanding voting shares.
Except as otherwise indicated in the notes to the table, the security ownership information is given as of April 1, 2019 and, in the case of percentage ownership information, is based upon (1) 204,748,091 Liberty Global Class A shares, (2) 11,489,888 Liberty Global Class B shares, and (3) 523,461,054 Liberty Global Class C shares, in each case, outstanding on that date. Beneficial ownership of our Liberty Global Class C shares is set forth below only to the extent known by us or ascertainable from public filings. Our Liberty Global Class C shares are, however, non-voting and, therefore, in the case of voting power, are not included.
Ordinary shares issuable on or within 60 days after April 1, 2019, upon exercise of options or share appreciation rights (SARs), vesting of restricted share units (RSUs), conversion of convertible securities or exchange of exchangeable securities, are deemed to be outstanding and to be beneficially owned by the person holding the options, SARs, RSUs or convertible or exchangeable securities for the purpose of computing the percentage ownership of that person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Also, for purposes of the following presentation, beneficial ownership of our Liberty Global Class B shares, although convertible on a one-for-one basis into our Liberty Global Class A shares, is reported as beneficial ownership of our Liberty Global Class B shares only, and not as beneficial ownership of our Liberty Global Class A shares. The percentage of voting power is presented on an aggregate basis for each person or entity named below.
So far as is known to us, the persons indicated below have sole voting power and sole dispositive power with respect to the ordinary shares indicated as beneficially owned by them, except as otherwise stated in the notes to the table.
Name and Address of Beneficial Owner Title of Class Amount and Nature of Beneficial Ownership Percent of Class Voting Power
John C. Malone Liberty Global Class A 4,667,867
(1)(2)(3) 2.3% 29.0%
c/o Liberty Global plc Liberty Global Class B 8,787,373
(4)(5) 76.5%  
161 Hammersmith Road Liberty Global Class C 17,486,844
(1)(2)(3)(4) 3.3%  
London W6 8BS U.K.         
          
Michael T. Fries Liberty Global Class A 2,537,790
(6)(7)(8)1.2% 5.1%
c/o Liberty Global plc Liberty Global Class B 1,390,295
(5)12.1%  
161 Hammersmith Road Liberty Global Class C 6,188,663
(6)(7)(8)1.2%  
London W6 8BS U.K.        
          
Robert R. Bennett Liberty Global Class A 208
(9) *
 3.1%
c/o Liberty Media Corporation Liberty Global Class B 993,552
(9) 8.6%  
12300 Liberty Boulevard         
Englewood, CO 80112         
          
Berkshire Hathaway Inc. Liberty Global Class A 19,791,000
(10) 9.7% 6.2%
3555 Farnam Street Liberty Global Class B —
  —
  
Omaha, NE 68131         
          
BlackRock, Inc. Liberty Global Class A 11,815,739
(11) 5.8% 3.7%
50 East 52nd Street Liberty Global Class B —
  —
  
New York, NY 10055         
          
Dodge & Cox Liberty Global Class A 18,957,003
(12) 9.3% 5.9%
555 California Street Liberty Global Class B —
  —
  
40th Floor         

Name and Address of Beneficial Owner Title of Class Amount and Nature of Beneficial Ownership Percent of Class Voting Power
San Francisco, CA 94104         
          
William H Gates III Liberty Global Class A 10,855,524
(13) 5.3% 3.4%
Cascade Investments LLC Liberty Global Class B —
  —
  
2365 Carillon Point         
Kirkland, WA 98033         
          
Harris Associates L.P. Liberty Global Class A 25,294,509
(14) 12.4% 7.9%
111 S. Wacker Drive, Liberty Global Class B —
  —
  
Suite 4600         
Chicago, IL 60606         
_______________
* Less than one percent.
(1)Includes 124,808 Liberty Global Class A shares and 756,405 Liberty Global Class C shares held by Mr. Malone’s spouse, as to which shares Mr. Malone has disclaimed beneficial ownership.
(2)Includes 105,147 Liberty Global Class A shares and 261,085 Liberty Global Class C shares, that are subject to options, which were exercisable as of, or will be exercisable within 60 days of, April 1, 2019.
(3)Includes 2,140,050 Liberty Global Class A shares and 4,736,253 Liberty Global Class C shares held by Columbus Holding LLC, in which Mr. Malone has a controlling interest.
(4)
Includes 110,148 Liberty Global Class B shares held by two trusts managed by an independent trustee, of which the beneficiaries are Mr. Malone’s adult children. Mr. Malone has no pecuniary interest in the trusts, but he retains the right to substitute the assets held by the trusts. Mr. Malone has disclaimed beneficial ownership of the shares held by the trusts. Also, includes 8,677,225 Liberty Global Class B shares and 6,757,225 Liberty Global Class C shares held by a trust with respect to which Mr. Malone is the sole trustee and, with his spouse, retains a unitrust interest in the trust (the Malone Trust).
(5)Based on the Schedule 13D/A (Amendment No. 7) of Mr. Malone filed with the SEC on February 18, 2014, pursuant to a letter agreement dated as of February 13, 2014, among Michael T. Fries, our CEO and one of our directors, Mr. Malone and the Malone Trust have agreed that, for so long as Mr. Fries is employed as a principal executive officer by us or serving on our board of directors, (a) in the event the Malone Trust or any permitted transferee (as defined in the letter agreement) is not voting the Liberty Global Class B shares owned by the Malone Trust, Mr. Fries will have the right to vote such Liberty Global Class B shares and (b) in the event the Malone Trust or any permitted transferee determines to sell such Liberty Global Class B shares, Mr. Fries (individually or through an entity he controls) will have an exclusive right to negotiate to purchase such shares, and if the parties fail to come to an agreement and the Malone Trust or any permitted transferee subsequently intends to enter into a sale transaction with a third party, Mr. Fries (or an entity controlled by him) will have a right to match the offer made by such third party.
(6)Includes 1,765,401 Liberty Global Class A shares and 4,577,077 Liberty Global Class C shares that are subject to SARs, which were exercisable as of, or will be exercisable within 60 days of, April 1, 2019.
(7)Includes 1,977 Liberty Global Class A shares and 13,061 Liberty Global Class C shares held in the 401(k) Plan for the benefit of Mr. Fries.
(8)Includes 46,200 Liberty Global Class A shares and 283,360 Liberty Global Class C shares held by a trust managed by an independent trustee, of which the beneficiaries are Mr. Fries’ children. Mr. Fries has no pecuniary interest in the trust, but he retains the right to substitute the assets held by the trust. Mr. Fries has disclaimed beneficial ownership of the shares held by the trust.
(9)The number of Liberty Global Class A shares and Liberty Global Class B shares is based upon a Form 8.3 dated November 4, 2015, submitted by Mr. Bennett pursuant to the U.K. Takeover Code. Of the shares reported, a Schedule 13D/A filed by Mr. Bennett on March 6, 2014, shows Mr. Bennett and his spouse jointly owning 749,539 Liberty Global Class B shares and Hilltop Investments, LLC, which is jointly owned by Mr. Bennett and his spouse, owning 232,334 Liberty Global Class B shares.
(10)
The number of Liberty Global Class A shares is based upon the Schedule 13G/A (Amendment No. 1) for the year ended December 31, 2018, filed with the SEC on February 14, 2019, by Warren E. Buffett on behalf of himself and Berkshire Hathaway Inc. (Berkshire), as well as on behalf of the following for the respected number of Liberty Global Class A shares indicated: National Indemnity Company (11,412,000), GEICO Corporation (11,190,970), Government Employees Insurance Company (8,075,130), GEICO Indemnity Company (1,752,278), The Buffalo News Drivers/Distributors Pension Plan (27,000), BNSF Master Retirement Trust (2,624,000), Lubrizol Master Trust Pension (340,000), The Buffalo News Mechanical Pension Plan (30,000), GEICO Advantage Insurance Company (1,363,562), Berkshire Hathaway Consolidated Pension Plan Master Retirement Trust (2,375,000), GEICO Corporation Pension Plan Trust (950,000), Scott Fetzer Collective Investment Trust (400,000), Acme Brick Company Pension Trust (395,000), The Buffalo News Editorial Pension Plan (265,000), The Buffalo News Office Pension Plan (159,000) and Precision Castparts Corp. Master Trust (814,000). Mr. Buffett (who may be deemed to control Berkshire), Berkshire and GEICO Corporation are each a parent holding company. National Indemnity

Company, Government Employees Insurance Company, GEICO Indemnity Company and GEICO Advantage Insurance Company are each an insurance company and the remaining reporting persons are each an employee benefit plan. Mr. Buffett, Berkshire and the other reporting persons share voting and dispositive power over the shares listed in the table.
(11)The number of Liberty Global Class A shares is based upon the Schedule 13G for the year ended December 31, 2018, filed with the SEC on February 8, 2019, by BlackRock Inc. BlackRock Inc. is a parent holding company of various investment companies. The Schedule 13G reflects that BlackRock Inc. has sole voting power over 11,068,265 of the Liberty Global Class A shares and sole dispositive power over all of the Liberty Global Class A shares.
(12)The number of Liberty Global Class A shares is based upon the Schedule 13G/A (Amendment No. 2) for the year ended December 31, 2018, filed with the SEC on February 14, 2019, by Dodge & Cox. Dodge & Cox is an investment advisor to various investment companies and managed accounts. Dodge & Cox International Stock Fund, an investment company, has an interest in 18,753,503 of the Liberty Global Class A shares reported in the table.
(13)
The number of Liberty Global Class A shares is based on a Schedule 13G filed with the SEC on May 18, 2018, by William H. Gates III, Cascade Investment, L.L.C. (Cascade), the Bill and Melinda Gates Foundation Trust (the Gates Trust) and Melinda French Gates. All Liberty Global Class A shares held by Cascade may be deemed to be beneficially owned by Mr. Gates as the sole member of Cascade. All of the Liberty Global Class A shares beneficially owned by the Gates Trust may be deemed to be beneficially owned by Mr. and Mrs. Gates as co-trustees of the Gates Trust. The Schedule 13G reflects that Mr. Gates has sole voting and dispositive power over 8,736,009 Liberty Global Class A shares and shared voting and dispositive power over 2,119,515 Liberty Global Class A shares; Cascade has sole voting and dispositive power over 8,736,009 Liberty Global Class A shares; and the Gates Trust and Mrs. Gates each have shared voting and dispositive power over 2,119,515 Liberty Global Class A shares. Mr. Gates’ address is One Microsoft Way, Redmond, WA 98052.
(14)
The number of Liberty Global Class A shares is based upon the Schedule 13G/A (Amendment No. 2) for the year ended December 31, 2018, filed with the SEC on February 14, 2019, by Harris Associates Inc. (HAI) on behalf of itself and as general partner of Harris Associates L.P. (Harris L.P.). HAI is an investment advisor to various clients. The Schedule 13G/A reflects that HAI and Harris L.P. each have sole voting power over 20,643,508 of the Liberty Global Class A shares and sole dispositive power over all of the Liberty Global Class A shares.

Security Ownership of Management
The following table sets forth information with respect to the beneficial ownership by each of our directors and each of our named executive officers as described below, and by all of our directors and executive officers as a group, of each class of our outstanding shares.
The security ownership information is given as of April 1, 2019 and, in the case of percentage ownership information, is based upon (1) 204,748,091 Liberty Global Class A shares, (2) 11,489,888 Liberty Global Class B shares and (3) 523,461,054 Liberty Global Class C shares, in each case, outstanding on that date. Although beneficial ownership of our Liberty Global Class C shares is set forth below, our Liberty Global Class C shares are non-voting and, therefore, in the case of voting power, are not included. The percentage of voting power is presented on an aggregate basis for each person or group listed below.
Ordinary shares issuable on or within 60 days after April 1, 2019, upon exercise of options or SARs, vesting of RSUs, conversion of convertible securities or exchange of exchangeable securities, are deemed to be outstanding and to be beneficially owned by the person holding the options, SARs, RSUs or convertible or exchangeable securities for the purpose of computing the percentage ownership of that person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. For purposes of the following presentation, beneficial ownership of our Liberty Global Class B shares, although convertible on a one-for-one basis into our Liberty Global Class A shares, is reported as beneficial ownership of our Liberty Global Class B shares only, and not as beneficial ownership of our Liberty Global Class A shares.
So far as is known to us, the persons indicated below have sole voting power and sole dispositive power with respect to the ordinary shares indicated as owned by them, except as otherwise stated in the notes to the table. With respect to certain of our executive officers and directors, the number of shares indicated as owned by them includes shares held by the 401(k) Plan as of March 31, 2019, for their respective accounts.
Name and Address of Beneficial Owner Title of Class Amount and Nature of Beneficial Ownership Percent of Class Voting Power
John C. Malone Liberty Global Class A 4,667,867
(1)(2)(3)(4) 2.3% 29.0%
Chairman of the Board Liberty Global Class B 8,787,373
(5)(6) 76.5%  
  Liberty Global Class C 17,486,844
(1)(2)(3)(4)(5) 3.3%  
          

Name and Address of Beneficial Owner Title of Class Amount and Nature of Beneficial Ownership Percent of Class Voting Power
Andrew J. Cole Liberty Global Class A 41,159
(4)(7) *
 *
Director Liberty Global Class B —
  —
  
  Liberty Global Class C 98,229
(4) *
  
          
Miranda Curtis Liberty Global Class A 156,387
(4) *
 *
Director Liberty Global Class B —
  —
  
  Liberty Global Class C 446,416
(4) *
  
          
John W. Dick Liberty Global Class A 73,176
(4) *
 *
Director Liberty Global Class B —
  —
  
  Liberty Global Class C 193,186
(4) *
  
          
Michael T. Fries Liberty Global Class A 2,537,790
(3)(4)(8)(9) 1.2% 5.1%
Director, Chief Executive Officer & President Liberty Global Class B 1,390,295
(3)(6) 12.1%  
 Liberty Global Class C 6,188,665
(3)(4)(8)(9) 1.2%  
          
Paul A. Gould Liberty Global Class A 246,317
(4) *
 *
Director Liberty Global Class B 51,429
  *
  
  Liberty Global Class C 1,040,534
(4) *
  
          
Richard R. Green Liberty Global Class A 42,384
(4) *
 *
Director Liberty Global Class B —
  —
  
  Liberty Global Class C 111,176
(4) *
  
          
David E. Rapley Liberty Global Class A 26,802
(4) *
 *
Director Liberty Global Class B —
  —
  
  Liberty Global Class C 67,836
(4) *
  
          
Larry E. Romrell Liberty Global Class A 48,596
(4) *
 *
Director Liberty Global Class B —
  —
  
  Liberty Global Class C 108,279
(4) *
  
          
JC Sparkman Liberty Global Class A 36,435
(4) *
 *
Director Liberty Global Class B —
  —
  
  Liberty Global Class C 88,898
(4) *
  
          
David Wargo Liberty Global Class A 82,393
(3)(4)(10) *
 *
Director Liberty Global Class B —
  —
  
  Liberty Global Class C 230,791
(3)(4)(10) *
  
          
Charles H.R. Bracken Liberty Global Class A 587,905
(4) *
 *
Executive Vice President & Chief Financial Officer Liberty Global Class B —
  —
  
 Liberty Global Class C 1,420,810
(4) *
  
          
Bryan H. Hall Liberty Global Class A 454,780
(3)(4) *
 *
Executive Vice President & General Counsel & Secretary Liberty Global Class B —
  —
  
 Liberty Global Class C 1,172,420
(3)(4)(8) *
  
��         
Enrique Rodriguez Liberty Global Class A 16,223
(4) *
 *
Executive Vice President & Chief Technology Officer Liberty Global Class B —
  —
  
 Liberty Global Class C 33,142
(4)(8) *
  
          
Diederik Karsten Liberty Global Class A 544,239
(4) *
 *
Former Executive Vice President & Chief Operating Officer Liberty Global Class B —
  —
  
 Liberty Global Class C 1,386,929
(4) *
  
          
          

Name and Address of Beneficial Owner Title of Class Amount and Nature of Beneficial Ownership Percent of Class Voting Power
All directors and executive officers as a group (14 persons)         
 Liberty Global Class A 9,018,214
(11)(12) 4.3% 34.5%
  Liberty Global Class B 10,229,097
(11) 89.0%  
  Liberty Global Class C 28,687,226
(11)(12) 5.4%  
_______________
*Less than one percent.
(1)Includes 124,808 Liberty Global Class A shares and 756,405 Liberty Global Class C shares held by Mr. Malone’s spouse, as to which shares Mr. Malone has disclaimed beneficial ownership.
(2)Includes 2,140,050 Liberty Global Class A shares and 4,736,253 Liberty Global Class C shares held by Columbus Holding LLC, in which Mr. Malone has a controlling interest.
(3)Includes shares pledged to the indicated entities in support of one or more lines of credit or margin accounts extended by such entities:
  No. of Shares Pledged  
Owner Liberty Global Class A Liberty Global Class B Liberty Global Class C  Entity Holding the Shares
          
John C. Malone 1,345,685
   3,765,681
  Merrill Lynch, Pierce, Fenner & Smith Incorporated
John C. Malone 952,177
   1,210,195
  Fidelity Brokerage Services, LLC
Michael T. Fries 246,327
   805,340
  Morgan Stanley Inc.
Michael T. Fries 315,242
 1,000,000
 156,397
  Goldman Sachs Group, Inc.
J. David Wargo 46,170
   137,855
  Fidelity Brokerage Services, LLC
Bryan H. Hall 39,894
   82,439
  Morgan Stanley Inc.

(4)Includes shares that are subject to options or SARs, which were exercisable as of, or will be exercisable within 60 days of, April 1, 2019, as follows:
Owner 
Liberty Global
Class A
 
Liberty Global
Class C
     
John C. Malone 105,147
 261,085
Andrew J. Cole 20,930
 47,080
Miranda Curtis 26,916
 65,179
John W. Dick 37,417
 96,541
Michael T. Fries 1,765,401
 4,577,077
Paul A. Gould 30,690
 76,454
Richard R. Green 36,002
 96,541
David E. Rapley 23,438
 59,791
Larry E. Romrell 24,108
 56,763
JC Sparkman 23,735
 62,597
J. David Wargo 35,941
 92,135
Charles H.R. Bracken 572,410
 1,389,819
Bryan H. Hall 384,217
 1,002,362
Enrique Rodriguez 13,458
 26,916
Diederik Karsten 458,032
 1,161,061

(5)Includes 110,148 Liberty Global Class B shares held by two trusts managed by an independent trustee, of which the beneficiaries are Mr. Malone’s adult children. Mr. Malone has no pecuniary interest in the trusts, but he retains the right to substitute the assets held by the trusts. Mr. Malone has disclaimed beneficial ownership of the shares held in the trusts. Also, includes 8,677,225 Liberty Global Class B shares and 6,757,225 Liberty Global Class C shares held by the Malone Trust.
(6)Based on the Schedule 13D/A (Amendment No. 7) of Mr. Malone filed with the SEC on February 18, 2014, pursuant to a letter agreement dated as of February 13, 2014, among Michael T. Fries, our CEO and one of our directors, Mr. Malone and the Malone Trust have agreed that, for so long as Mr. Fries is employed as a principal executive officer by us or serving on our board of directors, (a) in the event the Malone Trust or any permitted transferee (as defined in the letter agreement) is not voting the Liberty Global Class B shares owned by the Malone Trust, Mr. Fries will have the right to vote such Liberty Global Class B shares and (b) in the event the Malone Trust or any permitted transferee determines to sell such Liberty Global Class B shares, Mr. Fries (individually or through an entity he controls) will have an

exclusive right to negotiate to purchase such shares, and if the parties fail to come to an agreement and the Malone Trust or any permitted transferee subsequently intends to enter into a sale transaction with a third party, Mr. Fries (or an entity controlled by him) will have a right to match the offer made by such third party.
(7)Includes 32 Liberty Global Class A shares held by Mr. Cole’s minor daughter.
(8)Includes shares held in the 401(k) Plan as follows:
Owner 
Liberty Global
Class A
 
Liberty Global
Class C
 
      
Michael T. Fries 1,977
 13,061
 
Bryan H. Hall —
 3,934
 
Enrique Rodriguez —
 696
 

(9)Includes 46,200 Liberty Global Class A shares and 283,360 Liberty Global Class C shares held by a trust managed by an independent trustee, of which the beneficiaries are Mr. Fries’ children. Mr. Fries has no pecuniary interest in the trust, but he retains the right to substitute the assets held by the trust. Mr. Fries has disclaimed beneficial ownership of the shares held by the trust.
(10)Includes 158 Liberty Global Class A shares and 524 Liberty Global Class C shares held in various accounts managed by Mr. Wargo, as to which shares Mr. Wargo has disclaimed beneficial ownership. Also includes 32 Liberty Global Class C shares held by Mr. Wargo’s spouse, as to which Mr. Wargo has disclaimed beneficial ownership.
(11)Includes 171,166 Liberty Global Class A shares, 110,148 Liberty Global Class B shares and 1,040,321 Liberty Global Class C shares held by relatives of certain directors and executive officers or held pursuant to certain trust arrangements or in managed accounts, as to which shares beneficial ownership has been disclaimed.
(12)Includes 3,099,810 Liberty Global Class A shares and 7,910,340 Liberty Global Class C shares that are subject to options or SARs, which were exercisable as of, or will be exercisable or vest within 60 days of, April 1, 2019; 1,977 Liberty Global Class A shares and 17,691 Liberty Global Class C shares held by the 401(k) Plan; and 3,070,303 Liberty Global Class A shares and 6,914,312 Liberty Global Class C shares pledged in support of various lines of credit or margin accounts.
Change in Control
We know of no arrangements, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change in control of our company.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act), requires our executive officers and directors, and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership and changes in ownership with the SEC. Officers, directors and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16 forms they file.
Based solely on a review of the copies of the Forms 3, 4 and 5 and amendments to those forms furnished to us with respect to our most recent fiscal year, or representations that no Forms 5 were required, we believe that, during the year ended December 31, 2018, our executive officers, directors and greater than 10% beneficial owners complied with all Section 16(a) filing requirements applicable to them.

RESOLUTIONS 1, 2 and 3
1.To elect Andrew J. Cole as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2022.
2.To elect Richard R. Green as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2022.
3.To elect David E. Rapley as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2022.
Our board of directors currently consists of 11 directors, divided among three classes. Directors in each class serve staggered three-year terms. Our Class III directors, whose term will expire at the AGM, are Andrew J. Cole, Richard R. Green and David E. Rapley. These directors are nominated for re-election to our board to continue to serve as Class III directors, and we have been informed that each of them is willing to serve as a director of our company. The term of the Class III directors who are elected at the AGM will expire at the annual general meeting of our shareholders. For our 2015shareholders in the year 2022. Our Class I directors, whose term will expire at the annual general meeting of our shareholders tenin the year 2020, are Miranda Curtis, John W. Dick, JC Sparkman and J. David Wargo. Our Class II directors, whose term will expire at the annual general meeting of our shareholders in the year 2021, are Michael T. Fries, Paul A. Gould, John C. Malone and Larry E. Romrell.
If any nominee should decline re-election or should become unable to serve as a director of our company for any reason before re-election, a substitute nominee may be designated by our board of directors.
We provide below biographical information with respect to the three nominees for election as directors and the eight directors of our company whose term of office will continue after the AGM, including the age of each person, the positions with our company or principal occupation of each person, individual skills and experiences, certain other directorships held and the year each person became a director of our company. The number of our ordinary shares beneficially owned by each director, as of April 1, 2019, is set forth in this proxy statement under the caption Security Ownership of Certain Beneficial Owners and Management—Security Ownership of Management. As indicated in the biographies, our board believes the skills and experiences of each of our nominees, as well as our other directors, qualify them to serve as one of our directors.
Vote and Recommendation
We have majority voting for the election of directors. When a quorum is present, the affirmative vote of a simple majority of the votes cast by the holders of our voting shares (voting together as a single class) is required to elect Messrs. Cole, Green and Rapley as Class III members of our board members attendedof directors, as provided in person or via video- or tele-conference.resolutions 1, 2 and 3, respectively.
Our board of directors recommends a vote “FOR” the election of each nominee to our board of directors.

Nominees for Election of Directors
Name & PositionsExperience
Andrew J. Cole
Age: 52
Director since: June 2013
Public Company Directorships:
Virgin Media Inc.
(July 2008 to June 2013)
Other Positions:
Arundel Capital (director)

Mr. Cole has served as the chief executive officer of Glow Financial Services Ltd., a private U.K. company, since July 2014. Glow Financial Services is a full service provider of handset and home device financing for wireless carriers and cable companies. Until July 2014, he was the chief executive director of the European division of Asurion Corp., a private entity. He assumed that role in May 2009, after serving as chief marketing officer and senior vice president at Asurion Corp. from April 2007. Asurion Corp. is the world’s largest technology protection company. Mr. Cole has over 20 years of experience working in the telecommunications and media industry with a particular depth of experience in the mobile sector. He has consulted with Verizon, Sprint, AT&T, BT, Warner Music, Disney, Google and with Steve Jobs on the iPhone®in 2005-06 when he was president of CSMG Adventis, a strategic consultancy firm that focused on the telecommunications media and entertainment markets, from October 2005 to April 2007.
Mr. Cole’s extensive background in the telecommunication and media industry and his particular knowledge and experience in the mobile sector as well as his expertise in marketing and strategy contributes to our board’s evaluation of our mobile business and acquisition and divestiture opportunities and strategies and our capital structure and strengthens our board’s collective qualifications, skills and attributes.

Richard R. Green
Age: 81
Director since: December 2008
Public Company Directorships:
Shaw Communications Inc. (since July 2010)
Liberty Broadband Corporation
   (since November 2014) GCI Liberty Inc.
   (since March 2018)
Other Positions:
The Cable Center
  (honorary board member)
Federal Communications Commission’s Technical Advisory Council (member)


For over 20 years, Mr. Green served as president and chief executive officer of Cable Television Laboratories, Inc., a non-profit cable television industry research and development consortium (CableLabs®) before retiring in December 2009. While at CableLabs®, Mr. Green oversaw the development of DOCSIS technology, the establishment of common specifications for digital voice and the deployment of interactive television, among other technologies for the cable industry. Prior to joining CableLabs®, he was a senior vice president at PBS (1984 – 1988), where he was instrumental in establishing PBS as a leader in high definition television and digital audio transmission technology, and served as a director of CBS’s Advanced Television Technology Laboratory (1980 – 1983), where he managed and produced the first high definition television programs in December 1981, among other accomplishments. Mr. Green is the author of over 55 technical papers on a variety of topics. Currently, Mr. Green is a professor and the director of the Center for Technology Innovation at the University of Denver.
Mr. Green’s extensive professional and executive background and his particular knowledge and experience in the complex and rapidly changing field of technology for broadband communications services contribute to our board’s evaluation of technological initiatives and challenges and strengthen our board’s collective qualifications, skills and attributes.

David E. Rapley
Age: 77
Director since: June 2005
Public Company Directorships:
Liberty Media Corporation (since September 2011)
Qurate Retail, Inc.
  (since July 2002)
Other positions:
Merrick & Co.
  (director 2003 to June 2013)

Mr. Rapley has over 30 years of experience as a founder, executive, manager and director of various engineering firms. He founded Rapley Engineering in 1985 and, as its president and chief executive officer, oversaw its development into a full service engineering firm at the time of its sale to VECO Corporation (VECO) in 1998. Following the sale, Mr. Rapley served as executive vice president, Engineering of VECO, an Alaska-based firm providing engineering, design, construction and project management services to the energy, chemical and process industries domestically and internationally, until his retirement in December 2001. From January 2000 to December 2014, Mr Rapley served as president and chief executive officer of Rapley Consulting, Inc. Mr. Rapley has authored technical papers on engineering processes and computer systems.
Mr. Rapley’s significant professional and business background as an engineer, entrepreneur and executive contributes to our board’s consideration of technological initiatives and challenges and strengthens our board’s collective qualifications, skills and attributes.

Directors Whose Term Expires in 2020
Name & PositionsExperience
Miranda Curtis
Age: 63
Director since: June 2010
Public Company Directorships:
Liberty Latin America Ltd.
      (since December 2017)
Marks & Spencer plc
(February 2012 to January
 2018)
Other Positions:
Foreign and Commonwealth Office (U.K.) (Lead Director)

Ms. Curtis has over 30 years of experience in the international media and telecommunications industry, starting with the international distribution of programming for the BBC before moving to the cable industry. Her most recent positions were as an executive officer of our predecessor LGI and its predecessor where she served as President of Liberty Media International Inc. and subsequently as President of Liberty Global Japan. In these positions, she oversaw cable and programming investments in Europe and Asia. In particular, she was responsible for the negotiation, oversight and management of a joint venture with Sumitomo Corporation that led to the formation of Jupiter Telecomunications Co. Ltd., the largest multiple cable system operator in Japan, and Jupiter TV Co., Ltd., a leading provider of content services to the Japanese cable and satellite industries (J:COM), as well as other content ventures in Europe and Asia. In early 2010, Ms. Curtis retired from her officer positions with our company following the sale of substantially all of our investments in Japan.
Ms. Curtis’ significant business and executive background in the media and telecommunication industries and her particular knowledge of, and experience with all aspects of international cable television operations and content distribution contribute to our board’s consideration of operational developments and strategies and strengthen our board’s collective qualifications, skills and attributes.
John W. Dick
Age: 81
Director Since: June 2005
Other Positions:
O3B Networks Ltd.
   (Chair October 2007 to August 2016)

Mr. Dick has over 40 years of experience as a founder, director and chairman of public and private companies in a variety of industries, including real estate, automotive, telecommunications, oil exploration and international shipping based in a number of countries and regions, including the U.S., Canada, Europe, Australia, Russia, China and Africa. Mr. Dick was a director and non-executive chairman of the board of Terracom Broadband, a private company that developed and operated a fiber-based internet network and a digital cellular network in Rwanda, and following its purchase by Terracom Broadband, of Rwandatel, the incumbent telephone company in Rwanda, until the sale of these companies in 2007.
Mr. Dick’s extensive business background in a variety of industries and countries and his particular knowledge as an experienced board member of various entities that have evaluated and developed business opportunities in international markets contribute to our board’s consideration of strategic options and strengthen our board’s collective qualifications, skills and attributes.
JC Sparkman
Age: 86
Director since: June 2005
Public Company Directorships:
Shaw Communications Inc. (since 1994)
Universal Electronics Inc. (since 1998)

Mr. Sparkman has over 40 years of experience in the cable television industry, including over 26 years at Telecommunications Inc. (TCI). At TCI he was responsible for TCI’s cable operations as that company grew through acquisitions, construction of new networks and expansion of existing networks into the largest multiple cable system operator in the U.S. He was executive vice president and chief operating officer of TCI for eight years until his retirement in 1995. In September 1999, he co-founded Broadband Services, Inc., a provider of asset management, logistics, installation and repair services for telecommunications service providers and equipment manufacturers domestically and internationally.
Mr. Sparkman’s significant background as an executive and board member and his particular knowledge of, and experience with, all aspects of cable television operations contribute to our board’s consideration of operational developments and strategies, provide insight into other public company board practices and strengthen our board’s collective qualifications, skills and attributes.

Name & PositionsExperience
J. David Wargo
Age: 65
Director since: June 2005
Public Company Directorships:
Discovery, Inc.
    (since September 2008)
Liberty TripAdvisor
    Holdings, Inc.
    (since August 2014)
   Liberty Broadband
   Corporation
   (since March 2015)
Vobile Group Ltd.
   (since January 2018)
Strategic Education, Inc.
    (March 2001 to April 2019)

Mr. Wargo has over 35 years of experience in investment research, analysis and management. He is the founder and president of Wargo & Company, Inc., a private company specializing in investing in the communications industry since 1993. Mr. Wargo is a co-founding member of Peters Creek Entertainment LLC from 2010 and is a co-founding member of Asia Vision LLC from 2015. Mr. Wargo is a co-founder and was a member of New Mountain Capital, LLC from 2000 to 2008.
Mr. Wargo’s extensive background in investment analysis and management and as a public company board member and his particular knowledge of, and experience with, finance and capital markets contribute to our board’s consideration of our capital structure and evaluation of investment and financial opportunities and strategies, provide insight into other public company board practices and strengthen our board’s collective qualifications, skills and attributes.
Executive SessionsDirectors Whose Term Expires in 2021
The independent directors of Liberty Global held two executive sessions without the participation of management during 2015.
Name & PositionsExperience
Michael T. Fries
Age: 56
Director since: June 2005
Public Company Directorships:
Lions Gate Entertainment Corp.
    (since November 2015)
Grupo Televisa S.A.B. (since April 2015)
Liberty Latin America Ltd. (Chair since December 2017)
Other Positions:
Cablelabs®
World Economic Forum--Digital Communications Governor & Steering Committee member


Mr. Fries has over 30 years of experience in the cable and media industry. He is the Chief Executive Officer and President of Liberty Global, a position he has held for over 14 years, and is the Vice Chairman of the Liberty Global board. He was a founding member of the management team that launched Liberty Global’s international expansion over 28 years ago, and he has served in various strategic and operating capacities since that time. As an executive officer of Liberty Global and its predecessor, Mr. Fries has overseen its growth into one of the world’s largest and most innovative cable companies with services in 10 countries. With 51 million broadband, video, voice and mobile subscribers, more than 26,000 employees and $16 billion of revenue, Liberty Global is recognized as a global leader in entertainment, media and broadband.
Mr Fries’ significant executive experience building and managing international distribution and programming business, in-depth knowledge of all aspects of our current global business and responsibility for setting the strategic, financial and operational direction for our company contribute an insider’s perspective to our board’s consideration of the strategic, operational and financial challenges and opportunities of our business, and strengthen our board’s collective qualifications, skills and attributes.
Paul A. Gould
Age: 73
Director since: June 2005
Public Company Directorships:
Discovery, Inc.
    (since September 2008)
Liberty Latin America Ltd.(since December 2017)
Ampco-Pittsburgh Corp. (March 2002 to May 2018)
Other Positions:
O3B Networks Ltd.
   (October 2007 to August 2016)
International Monetary Fund (Advisory Committee)


Mr. Gould has over 40 years of experience in the investment banking industry. He is a managing director of Allen & Company, LLC, a position that he has held for more than the last five years, and is a senior member of Allen & Company’s mergers and acquisitions advisory practice. In that capacity, he has served as a financial advisor to many Fortune 500 companies, principally in the media and entertainment industries. Mr. Gould joined Allen & Company in 1972. In 1975, he established Allen Investment Management, which manages capital for endowments, pension funds and family offices.
Mr. Gould’s extensive background in investment banking and as a public company board member and his particular knowledge and experience as a financial advisor for mergers and acquisitions and in accounting, finance and capital markets contribute to our board’s evaluation of acquisition, divestiture and financing opportunities and strategies and consideration of our capital structure, budgets and business plans, provide insight into other public company board practices and strengthen our board’s collective qualifications, skills and attributes.

Name & PositionsExperience
John C. Malone
Age: 78
Director since: June 2005
Public Company Directorships:
Liberty Media Corporation (Chair since August 2011)
Qurate Retail, Inc. (since 1994; Chair 1994 to March 2018)
Discovery, Inc. (since September 2008)
Liberty Broadband Corporation (Chair since November 2014)
GCI Liberty Inc. (Chair since March 2018)
Liberty Expedia Holdings, Inc. (Chair since November 2016)
Liberty Latin America Ltd. (since December 2017)
Charter Communications, Inc. (May 2013 to July 2018)
Lions Gate Entertainment Corp (March 2015 to September 2018)
Expedia Group, Inc. (December 2012 to December 2017)
Liberty TripAdvisor
   Holdings, Inc. (August 2014 to June 2015)
Sirius XM Radio, Inc.
    (April 2009 to May 2013)
Other Positions:
CableLabs®              (Chairman Emeritus)
The Cable Center (honorary board member)

Mr. Malone is an experienced business executive, having served as the chief executive officer of TCI for over 25 years until its acquisition by AT&T Corporation in 1999. During that period, he successfully led TCI as it grew through acquisitions and construction into the largest multiple cable system operator in the U.S., invested in and nurtured the development of unique cable television programming, including the Discovery Channel, QVC and Starz/Encore, expanded through joint ventures into international cable operations in the U.K. (Telewest Communications plc), Japan (J:COM) and other countries, and invested in new technologies, including high speed internet, alternative telephony providers, wireless personal communications services and direct-to-home satellite.
Mr. Malone’s proven business acumen as a long time chief executive of large, complex organizations and his extensive knowledge and experience in the cable television, telecommunications, media and programming industries are a valuable resource to our board in evaluating the challenges and opportunities of our global business and our strategic planning and strengthen our board’s collective qualifications, skills and attributes.

Larry E. Romrell
Age: 79
Director since: June 2005
Public Company Directorships:
Liberty Media Corporation (since September 2011)
Qurate Retail, Inc.
   (since December 2011)
Liberty TripAdvisor
  Holdings, Inc.
 (since August 2014)

Mr. Romrell has over 30 years of experience in the telecommunications industry. He was an executive vice president of TCI from January 1994 to March 1999, when it was acquired by AT&T Corporation, and a senior vice president of TCI from 1991 to 1994. Prior to becoming an executive officer at TCI, Mr. Romrell held various executive positions at WestMarc Communications, Inc. for almost 20 years.
Mr. Romrell’s extensive business background and his particular knowledge and experience in telecommunications technology and board practices of other public companies contribute to our board’s consideration of operational and technological developments and strategies, provide insight into other public company board practices and strengthen our board’s collective qualifications, skills and attributes.


MANAGEMENT OF LIBERTY GLOBAL
Executive Officers
The following lists the executive officers of our company, their ages and a description of their business experience, including positions held with Liberty Global and its predecessors.
Name Positions
   
Charles H.R. Bracken, 4952 
Executive Vice President since January 2012 and Chief Financial Officer since January 2017, having previously been Co-Chief Financial Officer (Principal Financial Officer) since June 2005. From April 2005 to January 2012, Mr. Bracken served as a Senior Vice President. He also served as the Chief Financial Officer of Liberty Global Europe LLC, and its predecessors from November 1999 to June 2005. Mr. Bracken is a director of our subsidiary Telenet Group Holding NV, a Belgian public limited liability company (Telenet).
Bernard G. Dvorak, 55Executive Vice President since January 2012 and Co-Chief Financial Officer (Principal Accounting Officer) since June 2005. From April 2005 to January 2012, Mr. Dvorak served as a Senior Vice President. In addition, Mr. Dvorak serves as an officer and director of various of our subsidiaries, including LGI and LGI International.Liberty Latin America Ltd. (Liberty Latin America).
Michael T. Fries, 5356 
Chief Executive Officer, President and Vice Chairman of our board since June 2005. From January 2004 to June 2005, Mr. Fries served as Chief Executive Officer of UGC from January 2004 to June 2005. UnitedGlobal.com Inc. (UGC), one of the companies that formed our predecessor LGI. Mr. Fries served as a director ofUGC and its predecessors from November 1999 and as President of UGC and its predecessors from September 1998 until 2013. Mr. Fries has served in an executive capacity at Liberty Global, UGC and its predecessors for nearly 30 years. See also Resolutions 1, 2 and 3 - 3—Directors Whose Term Expires in 2018.2021.
Bryan H.
Hall, 5356
 
Executive Vice President, General Counsel and Secretary since January 2012. In addition, he is an officer and director of variousseveral of our subsidiaries. Prior to joining Liberty Global, Mr. Hall served as secretary and general counsel of Virgin Media Inc. (Virgin Media) from June 2004 until January 2011. While atBefore joining Virgin Media, Mr. Hall was responsible for all legal affairs affecting Virgin Media, as well as matters concerning regulatory, competition, government affairs and media relations issues. From September 2000 to June 2004, Mr. Hall was a partner in the corporate department of the law firm Fried, Frank, Harris, Shriver & Jacobson LLP in New York, specializing in public and private acquisitions and acquisition financings.
Diederik Karsten, 59Enrique Rodriguez, 57 
Executive Vice President & Chief Technology Officer since July 2018. Mr. Rodriguez served as the President and Chief Executive Officer and a member of the Board of Directors of TiVo Corporation (TiVo) from November 2017 to July 2018. Prior to joining TiVo, Mr. Rodriguez was Executive Vice President and Chief CommercialTechnology Officer sinceof AT&T Entertainment Group from August 2015.2015 to November 2017. From January 2012 until August2013 to July 2015, he held the position ofserved as Executive Vice President, European Broadband Division. During 2011, Mr. Karsten served as Managing Director, European Broadband Operations. Mr. Karsten served as Managing Director, UPC Nederland BV, a subsidiary of Liberty Global Europe Holding BVOperations and its predecessors, from July 2004 to December 2010, where heProducts for Sirius XM and was responsible for our broadband operations in the Netherlands. Mr. Karsten is a director of Telenet and chairman of the supervisory boards of our subsidiary Unitymedia GmbH and of our subsidiary Ziggo.
Balan Nair, 49ExecutiveGroup Vice President sinceof Sirius XM from October 2012 and Chief Technology Officer since July 2007 and recently became Chief Technology and Innovation Officer. From July 2007 to January 2012, he served as a Senior Vice President. Prior to joining our company, Mr. Nair served as Chief Technology Officer and Executive Vice President for AOL LLC, a global web services company, from 2006.2013. Prior to his role at AOL LLC,employment with Sirius XM, Mr. Nair spent more than five years at Qwest Communications International Inc., most recently as Chief Information OfficerRodriguez was the Senior Vice President and ChiefGeneral Manager of Cisco Systems’ Service Provider Video Technology Officer. Mr. Nair is a director of Charter Communications, Inc. and Adtran, Inc. In addition, he is a co-chair of Energy 2020, an initiative of the Society of Cable Telecommunications Engineers to reduce the cable industry’s power consumption.Group.

The executive officers named above will serve in suchthese capacities until their respective successors have been duly elected and have been qualified or until their earlier death, resignation, disqualification or removal from office. There are no family relationships between any of our directors and executive officers, by blood, marriage or adoption.

Involvement in Certain Proceedings
During the past 10 years, none of our directors or executive officers were convicted in a criminal proceeding (excluding traffic violations or other minor offenses) or was a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement or were subsequently reversed, suspended or vacated) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws, laws respecting financial institutions or insurance companies, or laws prohibiting fraud, or was a party in any proceeding adverse to our company. In addition, during the past 10 years, none of our directors or executive officers has had any involvement in such legal proceedings as would be material to an evaluation of his or her ability or integrity.

EXECUTIVE OFFICERS AND DIRECTORS COMPENSATION
We are an international provider of video, broadband internet, fixed-line telephony and mobile services,services. After nearly three decades of building and growing our cable operations in Europe, we have announced or completed transactions in six of our 12 markets representing an aggregate enterprise value of $31 billion and estimated net cash proceeds to our company of $16 billion as of the announcement dates of the transactions. Our continuing operations are located in the U.K., Ireland, Belgium, Poland and Slovakia serving 27.510.8 million customers across 14 countries at December 31, 2015.2018. These customers subscribed to 57.025.3 million services, consisting of 24.08.6 million video, 18.19.3 million broadband internet and 14.97.4 million telephony subscriptions. In addition, we had approximately 4.86.0 million mobile subscribers across 10 countries at December 31, 2015.2018. Through our 50/50 joint venture with Vodafone PLC in the Netherlands, we serve another 4.0 million customers subscribing to 10 million fixed-line and mobile services. Our businesses operate in an environment marked by intense competition, extensive regulation and rapid technological change. We place great importance on our ability to attract, retain, motivate and reward talented executives who, faced with these challenges, can execute our strategy to drive shareholder value through strong organic growth, accretive mergerstechnology innovation and acquisitionsproduct convergence and prudent capital structure management.
In this section, we summarize our 2015 highlights, provide an overview of our compensation process and philosophy, and describe how our executive compensation packages are designed, including greater detail on individual elements of the packages. We also provide detail on the performance of our most recent executive compensation awards and historical context on key decisions and changes that were made with respect to our executives’ compensation packages and other compensation-related matters.

Named Executive Officers. Compensation information is provided for our NEOs — Michael T. Fries, our CEO and also a member of our board of directors; Charles H.R. Bracken, our principalchief financial officer; and our three other most highly compensated executive officers at the end of 2015: Bernard G. Dvorak,2018: Bryan H. Hall, our principal accounting officer,general counsel and secretary, Diederik Karsten, our former chief commercial officer, and Balan Nair,Enrique Rodriguez, our chief technology officer. Early in 2019, in connection with a larger operating structure simplification, Mr. Karsten resigned from our company and innovationis no longer an officer. These five individuals are our named executive officers (NEOs). After the information on our NEOs, we also provide information relating to the compensation of our directors (other than Mr. Fries).

Divestments. This proxy statement describes compensation paid in 2018, a year in which our company entered into significant transactions to dispose of certain businesses. In the year 2018, we disposed of our operations in Austria and entered into agreements to divest businesses in Germany, Hungary, Romania and the Czech Republic, as well as our direct-to-home satellite (DTH) business, at attractive multiples as described below. These operations were held for sale as of December 31, 2018, but the operations remained managed by Liberty Global and their operational and financial performance was part of the incentive programs. Our operations in Germany, Hungary, Romania and the Czech Republic, together with our DTH operations and our former operations in Austria are collectively referred to as Discontinued Operations. References to “full company” mean our continuing operations together with the Discontinued Operations. On December 29, 2017, we split off our former LiLAC Group into a separate publicly-traded company. Additionally in February 2019, we entered into an agreement to sell our operations in Switzerland. Our NEOs work for our company and their terms of employment were not directly impacted by the sales or pending sale transactions. Our public financial reporting has been adjusted to reflect the split-off, the divestitures, and the businesses held for sale. Our various incentive programs have been adjusted per their terms to reflect these transactions.

International Regulations. We are subject to the disclosure requirements of the SEC in the U.S. and the Companies Act in the U.K. In some respects the disclosure requirements in these jurisdictions overlap or are otherwise similar and in other respects they are different, requiring distinct disclosures. The —Compensation Discussion and Analysis below includes disclosure required by the SEC and in certain respects the Companies Act, and the Directors’ Remuneration Report in Appendix A to this proxy statement includes disclosure required by the Companies Act. The Directors’ Remuneration Report will also form part of the U.K. Report and Accounts and should be read in conjunction with the —Compensation Discussion and Analysis below.

The Directors’ Remuneration Report is provided in response to U.K. regulations regarding our directors’ compensation disclosure (or directors’ remuneration report), which became effective on October 1, 2013.. These regulations require, among other things, a binding shareholder vote on our compensation policy for our directors, including our CEO (or (who is an executive director) Mr. Fries, at least once every three years and an annual advisory vote on our prior year’s compensation paid to our directors. These regulations are in addition to the regulations we are subject to as a NASDAQ listed company with respect to, among other things, submitting our compensation policy for our NEOs to an advisory vote of our shareholders at least once every three years. At our annual general meeting held in 2014,2017 AGM, our shareholders approved our compensation policy for our directors, the 20132016 compensation paid to our directors and our compensation policy for our NEOs as required under the foregoing respective regulations. At our annual general meeting held in 2015, in accordance with the Companies Act, our shareholders approved the 2014 compensation paid to our directors.


Executive Summary
Our compensation program plays a key role in promoting our company’s operating and financial success and provides incentives for our management team to execute our financial and operational goals.
The primary goals of our executive compensation program are to to:
motivate our executives to maximize their contributions to the success of our company, align executives’ interests to create shareholder value and to company;
attract and retain the best leaders for our business. Our compensation program plays a key role in our company’s operatingbusiness; and financial success. We had another year of solid performance in 2015 and our board credits the leadership of Mr. Fries for achieving this strong performance, as evidenced in our business highlights below.
On July 1, 2015, we completed the approved steps of the “LiLAC Transaction” whereby we (1) reclassified our then outstanding Class A, Class B and Class C Liberty Global ordinary shares (collectively, the Old Liberty Global Shares) into corresponding classes of new Liberty Global ordinary shares (collectively, the Liberty Global Shares) and (2) capitalized a portion of our share premium account and distributed as a dividend (or a “bonus issue” under U.K. law) our LiLAC Class A, Class B and Class C ordinary shares (collectively, the LiLAC Shares). Pursuantalign executives’ interests to the LiLAC Transaction, each holder of Class A, Class B and Class C Old Liberty Global Shares remained a holder of the same amount and class of Liberty Global Shares and received one share of the corresponding class of LiLAC Shares for every 20 Old Liberty Global Shares held as of the record date for such distribution and cash was issued in lieu of fractional LiLAC Shares. Information presented herein with respect to equity awards granted prior to July 1, 2015, has been adjusted to give effect to modifications that were implemented by the compensation committee in connection with the LiLAC Transaction.create shareholder value.

20152018 Business Highlights
We achieved allinvest in the infrastructure and digital platforms that empower our customers to make the most of the video, internet and communications revolution. Our substantial scale and commitment to innovation enable us to develop market-leading products delivered through next-generation networks. Our 2018 operating and financial performance is reported publicly on the basis of our financial targets in 2015, reporting subscribercontinuing operations and on a full company basis. For information regarding rebased growth increases in revenue,and operating cash flow (OCF) and adjusted free cash flow as highlighted below. For information regarding rebased growth, OCF and adjusted free cash flow calculations, including required reconciliations, please see our February 15, 201627, 2019 earnings release for the year ended December 31, 2015. Certain business2018. OCF is defined as revenue less operating costs and financial highlights for 2015 were as follows:administrative expenses (excluding share-based compensation, depreciation and amortization, provisions and provision releases related to significant litigation and impairment, restructuring, and other operating items (which includes gains and losses on the disposition of long-lived assets, direct acquisition and disposal costs and other acquisition-related items)). February 2018 FX guidance described below uses February 2018 exchange rates of Euro/USD 1.23 and GBP/USD 1.38.
Consolidated Operations
OrganicContinued Operations:
ü Rebased revenue generating unit additionsgrowth of 870,0002.2% to $12.0 billion
B2B revenue growth of 7.2%
Strong revenue performance in core U.K. market (Virgin Media)
ü Rebased OCF growth of 3.5% to $5.2 billion
Supported by strong performances in Belgium (Telenet) and the U.K. (Virgin Media)
ü Operating income increased 10.3% to $839.1 million
Fourth quarter operating income increased 73.2% to $252.2 million
ü Continuing investments in U.K. and Ireland new build program with 144,000 new premises
Discontinued Operations:
ü Rebased revenue growth of 5.4% to $4.0 billion
ü Rebased OCF growth of 6.1% to $2.4 billion
Full Company:
▪üOver 730,000 broadband internet net additionsSignificant and opportunistic M&A transactions that, if closed as expected, will provide for $16 billion of cash proceeds:
Increased•Completed sale of UPC Austria for a price of 11x 2017 OCF
Agreement to sell our operations in Germany, Hungary, Romania and the top or lead broadband speedCzech Republic for a price of 11.5x 2017 OCF
•Agreement to sell our DTH operations
Subsequent to 2018, agreement to sell our operations in manySwitzerland for a price of our markets10x 2019 OCF
Rebasedü Achieved OCF growth of 3% for revenue and 4% for4.3%
ü OCF
▪
Germany posted 7% rebased OCF growth and Virgin Media/Ireland posted 6% rebased OCF growth
Over 20% increase inAchieved 2018 free cash flow year-over-year (a)target of $1.6 billion at guidance FX
Announced the proposed acquisition of BASE Company N.V. (ü BASE), which was completed in February 2016
Announced the proposed acquisition of CWC
Repurchased $2.3Approximately $2.0 billion of equityshare repurchases in 2015
▪Brings aggregate share repurchases at Liberty Global to more than $14.0 billion since 2005
Liberty Global Group Operations2018
Continued investment in cutting-edge technologies and product innovation
▪Record 1.5 million next-generation video subscriber additions
Rebased revenue growthü Liquidity of 3% and rebased OCF growth of 3.5%
Launched £3$4.0 billion network extension project targeting 4 million homes in the U.K.
▪Added over 250,000 premises in 2015
Only 11% of debt due before 2021
LiLAC Group Operations
Fifth consecutive year with over 100,000 organic revenue generating unit additions75% of the maturity dates on our debt not due until 2024 or after

Rebased growthFully swapped borrowing cost of 7% for revenue and 8% for OCF
▪A 25% increase in free cash flow
Launched 4G mobile services in Chile4.3% at year-end 2018
Minimal debt due before 2022
______________
(a)
Based on (1) our reported 2014 free cash flow, plus the pre-acquisition free cash flow of Ziggo N.V. (Ziggo), with the combined amount further adjusted to reflect the new Ziggo capital structure and the change in our free cash flow definition, and (2) our reported 2015 free cash flow, adjusted to reflect the FX rates that were in effect when we provided our 2015 free cash flow guidance.
Compensation Structure—Pay for Performance
Our performance-basedWe place great importance on our ability to attract, retain and motivate talented executives who can be responsive to new and different opportunities for our company and thereby create value for our customers and shareholders. We believe that our executive compensation programs provide for the opportunity to reward theprogram plays a key role in that endeavor. Each of our NEOs and other senior management for contributing toreceived annual performance bonus awards and long-term financial, operational, and stock price performance. A high percentage of the NEOs’ total compensation is performance-based (targeted at approximately 90% of total compensation for 2015). A

significant portion of total compensation is delivered in the form of multi-year performance-based equity incentive awards (targeted at approximately 60%in 2018 as part of their total compensation packages. These awards provide a direct link between pay and performance under our executive compensation program. In general, we seek to design compensation packages for 2015).
The following chart showsindividual executives based on the percentagescope of the averageexecutive’s responsibilities, the executives’ overall influence and impact on our company’s financial and operational performance, the executives’ performance history, and a determination of what is competitive compensation in the NEOs’ 2015 target totalmarket for similar roles, if such data is available. We continue to refine our compensation that is allocableprogram to base salary, maximum annual cash performance award and target multi-year performance-based equity incentive awards consisting of performance-based restricted share units (PSUs) and SARs.
2015 Total Direct Compensation Opportunity for NEOs
In approvingstrengthen the level of each compensation element for our executive officers each year, the compensation committee considers a number of factors, including:

the responsibilities assumed by the individuallink between executive and the significance of his role to achievement of our financial, strategic and operational objectives;
the experience, overall effectiveness and demonstrated leadership ability of the individual executive;
the performance expectations set for our company and for the individual executive and the overall assessment by the compensation committee of actual performance;
from time to time, comparative pay data for similarly situated employees of companies in our industry and companies with which we compete for talent; and
retention risks at specific points in time with respect to individual executives.shareholder interests.
Compensation Discussion and Analysis
Overview of Compensation Process
The compensation committee of our board of directors was established for the purposes of assisting our board in discharging its duties relatingwith respect to compensation of our executive officers and the administration of administering our incentive plans. In furtherance of its purposes, our compensationThe committee is responsible for identifying our primary goals with respect to executive compensation, implementing compensation programs designed to achieve those goals, subject to appropriate safeguards to avoid unnecessary risk taking, and monitoring performance against those goals and associated risks. The chair of our compensation committee reports to our board of directors on annual compensation decisions and on the administration of existing programs and development of new programs. The members of our compensation committee are “independent directors” (as defined under the NASDAQ rules), “non-employee

directors” (as defined in Rule 16b-3 of the SEC’s rules under the Exchange Act) and “outside directors” (as defined in Section 162(m) of the U.S. Internal Revenue Code of 1986 and the regulations and interpretations promulgated thereunder (the Code)).
All compensationCompensation decisions with respect to our executive officers, including our NEOs, are made by our compensation committee. Decisions with respect to our CEO’s compensation are made in private sessions of the committee without the presence of management. Our CEO is actively engaged in providing input to the compensation committee on compensation decisions for our other members of senior management in a variety of ways, including recommending annual salary increases, annual performance goals and the level of target and/or maximum performance awards for histhe executive team and evaluating their performance. With the assistance of our Human Resources and Legal Departments, he is also involved in formulating the terms of proposed performance or incentive award programs for consideration by the compensation committee, evaluating alternatives and recommending revisions. Other senior officers, within the scope of their job responsibilities, participate in gathering and presenting to the compensation committee data andvarious legal, tax and accounting analyses relevant to compensation and benefit decisions. Decisions with respect to our CEO’s compensation are made in private sessions of the compensation committee without the presence of management.
In making its compensation decisions, the compensation committee ultimately relies on the general business and industry knowledge and experience of its members and the compensation committee’s own evaluation of company and NEO performance. From time to time, however, the compensation committee willmay retain a compensation consultant to assist it in evaluating proposed changes in compensation programs or levels of compensation and to provide comparative data. At the 20142017 annual general meeting, shareholders representing a majority of our shares entitled to vote and present at such meeting approved, on an advisory basis, the compensation of our NEOs, as disclosed in the proxy statement for such meeting. As a result of that vote, the compensation committee did not implement anysignificant changes in the overall executive compensation program.
On April 30, 2014, we entered into a multi-year employment agreement with Mr. Fries to serve as our CEO (the Fries Agreement), the terms of which are described below under —Employment and Other Agreements. We believe that it is in our company’s best interest to have an employment agreement with Mr. Fries to serve as our CEO in order to promote stability in management, secure his services for the long term, implement appropriate restrictive covenants and recognize his outstanding performance and our company’s success under his leadership. Mr. Fries was not previously subject to an employment agreement.
The compensation committee has the authority under its charter to engage its own compensation consultants and other independent advisers. In 2015,2018, the compensation committee did not retain any such consultants or advisors. In addition,advisers. Because there were no material changes in the compensation structure for our NEOs in 2018, it did not expressly consider any specific comparator data in connection with its evaluation of the compensation of our NEOs for 2015.2018. With regards to Mr. Rodriguez, who was hired mid-year, the compensation committee used our former chief technology officer’s compensation as a frame of reference in determining his compensation. The compensation committee does not target compensation levels at any particular percentile of a comparator group.


Compensation Philosophy and Goals
The compensation committee has twothree primary objectives with respect to executive compensation—motivation, retention and retention—with the ultimate goal of long-term value creation for our shareholders.
To motivateü    Motivate our executives to maximize their contributions
Establish a mix of financial and operational performance objectives based on our annual budgets and our medium-term outlook to the success ofbalance short- and long-term goals and risks
Establish individual and department performance objectives tailored to each executive’s role and responsibilities in our company we:
▪establish a mix of financial and operational performance objectives based on our annual budgets and our medium-term outlook to balance short- and long-term goals and risks;
▪establish individual performance objectives tailored to each executive’s role in our company to ensure individual accountability; and
▪pay for performance that meets or exceeds the established objectives.
To ensure individual and department accountability
•Pay for performance that we are able to attractis in alignment with the established objectives
ü    Attract and retain superior employees
Offer compensation that we believe is competitive with the compensation paid to similarly situated employees of companies in key positions, we:our industry and companies with which we compete for talent
▪offer compensation that we believe is competitive with the compensation paid to similarly situated employees of companies in our industry and companies with which we compete for talent; and
▪include vesting requirements and forfeiture provisions in our multi-year equity awards, including a service period during which earned performance awards are subject to forfeiture.
To alignInclude vesting requirements and forfeiture provisions in our multi-year equity awards, including a service period during which earned performance awards are subject to forfeiture
ü    Align executives’ interest with shareholders
Emphasize long-term compensation, the actual value of which depends on increasing the share value for our shareholders, as well as meeting financial and individual performance objectives
Require our executive officers to achieve and maintain significant levels of share ownership, further linking our executives’ interestspersonal net worth to long-term share price appreciation for our shareholders
Our performance-based compensation programs provide for the opportunity to reward the NEOs and other senior management for contributing to annual and long-term financial, operational and share price performance. A high percentage of the NEOs’ total compensation is performance-based, with thosea significant portion of total compensation delivered in the form of multi-year performance-based equity incentive awards. The following chart shows the percentage of the average of the NEOs’ 2018 target total compensation that is allocable to base salary, target annual performance bonus awards and multi-year performance-based equity incentive awards in the form of performance-based restricted share units (PSUs)and SARs.
2018 Total Direct Compensation Opportunity for NEOs-Average
picture5a01.jpg

In approving the level of each compensation element for our executive officers each year, the compensation committee considers a number of factors, including:

the responsibilities assumed by the individual executive and the significance of his role to achievement of our shareholders, we:financial, strategic and operational objectives;
▪emphasize long-term compensation, the actual value of which depends on increasing the share value for our shareholders, as well as meeting financial and individual performance objectives; and
▪require our executive officers to achieve and maintain significant levels of stock ownership, further linking our executives’ personal net worth to long-term stock price appreciation for our shareholders.
the experience, overall effectiveness and demonstrated leadership ability of the individual executive;
the performance expectations set for our company and for the individual executive and the overall assessment by

the compensation committee of actual performance;
from time to time, comparative pay data for similarly situated employees of companies in our industry and companies with which we compete for talent; and
retention risks at specific points in time with respect to individual executives.
Long-Term Contracts
The compensation committee believes that long-term fixed contracts with senior executives promote stability in management and achievement of Liberty Global’s strategic objectives. The contracts include customary non-compete and non-solicitation clauses after an executive’s employment term is ended and in the case of our European executives the contracts provide for customary notice periods from the executive should he or she resign from service. Notice may be six months or more in European contracts. Our CEO and the other NEOs, with the exception of our general counsel, are subject to employment agreements, which are described below in —Employment and Other Agreements.

Setting Executive Compensation
To achieve the foregoingthese compensation objectives, the compensation packages provided to members of our senior management, including our NEOs, include three main components: base salary, annual cash performance bonus awards and multi-year equity incentive awards. These three main components of compensation were also made available to approximately 1,250 employees across our global operations. In addition, certain members of senior management, including our NEOs, may participate in our Deferred Compensation Plan (as defined below). Consistent with past practice, the three main components of compensation were also made available during 2015 to approximately 860 employees in the U.S. and Europe. The.The relative weighting of the components, the design of the performance and incentive awards and the overall value of the compensation package for individual employees varies based on the employee’s role and responsibilities.
For members of our senior management, including our NEOs, the total value of the compensation package is most heavily weighted to performance and incentive awards because of the significance of each officer’s roles and responsibilities to the overall success of our company. Further, multi-year equity incentive awards are the largest component of executive compensation, serving the goals of retention as well as alignment with shareholders’ interests. The compensation committee’s objective is for a substantial majority of each executive officer’s total direct compensation (that is, base salary plus maximumtarget annual cash performance bonus award plus target annual equity incentive) to be comprised of the target value of his or her multi-year equity incentive awards.
In approving the level of each compensation element for our executive officers, the compensation committee considers a number of factors, including:
the responsibilities assumed by the individual executive and the significance of his role to achievement of our financial, strategic and operational objectives;
the experience, overall effectiveness and demonstrated leadership ability of the individual executive;
the performance expectations set for our company and for the individual executive and the overall assessment by the compensation committee of actual performance; and
retention risks at specific points in time with respect to individual executives.
Elements of Our Compensation Packages
The implementation of our compensation approach—generally and for 20152018 specifically—is described below.
Base Salary
General. Base salary represents the least variable element of our executives’ compensation and is provided as an economic consideration for each executive’s level of responsibility, expertise, skills, knowledge, experience and value to the organization. The baseOur CEO’s salary levels of Messrs. Fries, Bracken and Dvorak were initially set in 2005, along with the base salaries of our other executive officers at that time, taking into account each executive’s salary level prior to the business combination of LGI International and UGC, as well as the factors referenced above. The base salary level of Mr. Nair was initially set in 2007 when he joined our company as an executive officer. Mr. Karsten’s initial base salary level as an executive officer was set in connectionthe Original Fries Agreement at $2,000,000, with any adjustments based on that amount. In 2014, the salaries for each of Messrs. Bracken, Hall and Karsten were set at $1,000,000, with a budgeted exchange rate on such amount for our non U.S.-based NEOs, and all adjustments are from such amounts. Mr. Bracken’s salary was subsequently adjusted in 2017 to reflect his promotionincreased responsibilities for our company’s finance function including commercial finance, accounting and financial reporting, investor relations, procurement and treasury matters. Mr. Rodriguez’s salary was set in his employment agreement at $1,000,000 with any adjustments to be based on that position effective January 1, 2011.amount. Generally, decisions with respect to increases in base salaries after such respective dates are based on increased responsibilities, company-wide budgets and increases in the cost of living. In 2013 and similarly in 2014, decisions with respect to increases in base salaries were based on significant changes in the size and operations of our company.
2015Base Salaries. For 2015, our compensation committee approved a 2.5% increase in the base salaries for each of our NEOs, resulting in a base salary of $2,050,000 for our CEO, $1,025,000 for our U.S.-based NEOs, £683,000 for our U.K.-based NEO and €807,000 for our Netherlands-based NEO. The base salaries for our non U.S.-based NEOs were established based on budgeted exchange rates for 2014 for a base salary of $1,000,000 and all adjustments are based on such converted amounts. These increases were in-line with the budget authorization of 2.5% given to each department and business unit for aggregate salary increases for our corporate-level employees based in Europe and in the U.S. The actual percentage salary increases varied among our corporate-level employees as determined by their department or business unit head. The 2015 salary increases for our corporate employees, including our NEOs, became effective on April 1, 2015.
20162018 Base Salaries. In March 2016,2018, our compensation committee accepted our CEO’s recommendation that none of our senior executive officers, including our CEO and other NEOs, receive an increase in base salary due to management’s decision to concentrate and focus annual salary increases at the lower levels of the company in 2016.our company. For 2016,2018, our budget authorized base salary increases

for our U.S. and corporate-level European employees of 1.18%2.25% in the aggregate, down from 2.5% in 2015.aggregate. Only positions below managing director or equivalent arewere eligible to receive a 20162018 annual salary increase.
2019 Base Salaries. In March 2019, our compensation committee approved a 2.5% increase in the base salaries for each of our NEOs, resulting in a base salary of $2,143,000 for our CEO, $1,121,632 for Mr. Bracken, $1,072,000 for Mr. Hall and $1,025,000 for Mr. Rodriguez. These increases were in-line with the budget authorization of 2.5% given to each department and

business unit for aggregate salary increases for our corporate-level employees based in Europe and in the U.S. The 2019 salary increases for our corporate employees, including our NEOs, became effective on April 1, 2019. Our CEO’s salary was subsequently adjusted to $2.5 million as of April 30, 2019 in connection with a renewal of his employment agreement as described below in —Employment and Other Agreements.
Annual Cash Performance Bonus Awards
General. Annual cash performance bonus awards granted pursuant to the Liberty Global 2014 Incentive Plan (as amended and restated effective February 24, 2015) (the 2014 Incentive Plan) are one of the variable components of our executive officers’ compensation packages designed to motivate our executives to achieve our annual business goals and reward them for superior performance.
Generally, at its first regular meeting following the end of each fiscal year, the compensation committee reviews with our CEO the financial performance of our company during the prior year, his performance, his evaluation of the performance of each of the other members of senior management (including our NEOs) participating in the prior year’s annual cash performance award program and his recommendations with respect to their performance awards.bonuses. The compensation committee determines whether our financial performance for the prior fiscal year has satisfied the base performance objective set by the compensation committee, which is a precondition to the payment of any awardbonus to our NEOs, and determines the percentage of the financial performance metric(s) that has been achieved. It then determines, in a private session, whether our CEO has met his individual performance goals for the year, his resulting annual performance rating (APR) and the amount to be paid to him with respect to his performance award.annual bonus. The compensation committee also approves the amount to be paid to the other participants in the program, including our other NEOs, with respect to their performance awards.annual bonuses. Generally at the same meeting, the compensation committee approves the terms of the annual cash performance awardbonus program for the current year, including in a private session, the individual performance goals for our CEO for the coming year.
In connection with our annual performance bonus program, we are encouraging increased share ownership among senior management, including our NEOs, in our various countries and corporate operations, aligning incentives among employees and shareholders. As a result, the compensation committee implemented a shareholding incentive program that allows senior management to elect to receive up to 100% of their annual bonus in ordinary shares of Liberty Global in lieu of cash. A participant who elects to receive shares in respect to their annual bonus will also receive RSUs equal to 12.5% of the gross number of shares earned under the annual bonus. The RSUs will vest one year after grant date, provided the participant holds all of the shares issued in respect to the respective annual bonus through that period. The number of ordinary shares granted will be based on the closing prices of our Liberty Global Class A and Liberty Global Class C shares on the date the bonus is paid and delivered on a 1:2 ratio between our Liberty Global Class A and Liberty Global Class C shares. The compensation committee may also elect to issue Liberty Global Class B shares under the shareholding incentive program. The option to receive and hold shares commenced with the 2018 annual performance bonus program.

Design of 20152018 Annual Award Program.Bonus Program The. In approving the 2018 annual performance bonus program (the 2018 Annual Bonus Program) the compensation committee followed the general design of the 20152017 Annual Bonus Program. As with the 2017 annual cash performance awardbonus program, (the 2015the 2018 Annual AwardBonus Program) is the same as had two financial and two operational performance metrics. The compensation committee selected these metrics for the annual cashbonuses to ensure that management would be focused on a variety of key performance awardmetrics, including a customer service metric. Although the design of the 2018 Annual Bonus Program is similar to the 2017 program, the compensation committee made certain modifications to the threshold and weighting for 2014 and 2013.the financial performance metrics. The 2015 maximum2018 target achievable performance bonus awards were unchanged at $2.5 million for each of our NEOs, other than Mr. Fries. As provided in Mr. Fries’ employment agreement, his maximumtarget achievable award was increased$10.0 million.
The key elements of the 2018 Annual Bonus Program were:
Each participant’s target achievable performance bonus was based on achievement against four performance metrics, including two financial performance metrics:
▪2018 budgeted revenue on a consolidated basis (20%);
▪2018 budgeted OCF on a consolidated basis (40%);
▪
target average customer relationship net promoter score (rNPS) on a consolidated basis (20%); and
▪specified target goals and objectives of each participant’s department (20%).

Based on the achievement of these financial and operational performance metrics (except the department performance metric), a payout of up to $8.5 million.150% of the target bonus amount was available for over-performance against budget or target.
Each participant’s 2018 individual APR served as a multiplier on the overall bonus payout (0 to 1.5x), which could increase the 2018 annual bonus to up to 210% of the participant’s target bonus.
The base performance objective for our CEO required that either 40% of 2018 consolidated budgeted revenue growth or 40% of 2018 consolidated budgeted OCF growth be achieved.
The same general design was also implemented with similar performance metrics and weightings for the 20152018 bonus programs for approximately 1,2501,400 employees in our corporate offices in the U.K., the U.S. and the Netherlands.
The key elements of the 2015 Annual Award Program were:
Sixty percent of each participant’s maximum achievable performance award was based on achievement against financial performance metrics and 40% was based on individual achievement against defined performance goals.
Two equally weighted financial performance metrics were used:
▪2015 budgeted revenue growth on a consolidated basis and, if applicable, operating unit basis; and
▪
2015 budgeted operating free cash flow (OFCF) growth on a consolidated basis and, if applicable, operating unit basis.
The base performance objective for our NEOs required that either 40% of 2015 consolidated budgeted revenue growth or 40% of 2015 consolidated budgeted OFCF growth be achieved.
For purposes of the 2015 Annual Award Program, OFCF was defined as OCF less property and equipment additions. OCF is the primary measure used by our board and management to evaluate our company’s operating performance and a key factor that is used to decide how to allocate capital and resources to our operating segments. The definition of OCF for these purposes is revenue less operating and selling, general and administrative expenses (excluding share-based compensation, depreciation and amortization, provisions for significant litigation and impairment, restructuring, and other operating items (which includes gains and losses on disposition of long-lived assets, direct acquisition and disposal costs and other acquisition-related items)) and is generally consistent with our definition of the term for public disclosure purposes.
Budgeted growth was determined by comparing rebased 20142018 results for the applicable metric to the amount budgeted for that metric in the 20152018 consolidated and operating unit budgets approved by our board. For consolidated Liberty Global, the 20152018 budget provided for:for revenue of $19.0$16.1 billion with growth over 2014and OCF of approximately $910.0 million or 5.0%,$7.7 billion, subject to adjustments as described below (such as currency exchange, acquisitions and OFCF of $4.8 billion, with growth over 2014 of approximately $128.0 million or 2.8%dispositions and unbudgeted events). The payout schedule for each financial metric is based on the percentage achievement against the 20152018 budget, as adjusted for events during the performance period such as acquisitions, dispositions, the impact of unforeseen changes in laws and regulations and changes in foreign currency exchange rates and accounting

principles or policies that affect comparability. The consolidated target for rNPS is (24.1) where each operating company rNPS is weighted by revenue (excluding business and mobile subscriber revenue). The following table setstables set forth the performance against budget or target and related payouts approved by the compensation committee.
  Corresponding % of Achievement of 2015 Budget
Achievement of Budgeted Growth over 2014 Revenue (50%Weighting) OFCF (50%Weighting) Payout (% of Weighted Portion of Maximum Bonus Amount) (1)
Over-Performance ≥ 105.0% ≥ 110.0% 150.0%
100.0% 100.0% 100.0% 100.0%
50.0% 97.6% 98.7% 50.0%
< 50.0% < 97.6% < 98.7% —%
Payout Calculation Methodology: Financial Potential Payout % re: Achievement of 2018 Budget
Achievement over 2017 Revenue (20%Weighting) OCF (40%Weighting) Payout (% of Weighted Portion of Target Bonus Amount) (1)
Over-Performance ≥ 102.5% ≥ 105.0% 150.0%
% Growth Contemplated in 2018 Budget 100.0% 100.0% 100.0%
< 50.0% —% —% —%
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(1)Percentages shown represent the payout (prior to the APR multiplier) that would result if specified performance levels were achieved for revenue and OCF budget. Payout percentages for percentage achievement of revenue and OCF budgets, which fall in between points specified in the table would be determined by straight-line interpolation.
Payout Calculation Methodology: rNPS
Potential Payout % re: Achievement of 2018 Target
Achievement of rNPS TargetrNPS TargetPayout (% of Weighted Portion of Target Bonus Amount) (1)
Over-Performance+2.5 points above Target150.0%
Target-2.5 to 0100.0%
Minimum Performance-7.5 points below Target—%
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(1)Percentages shown represent the payout that would result if the specified performance levels were achieved for both the revenue and OFCFrNPS targets. Payout percentages for percentage achievement of revenue and OFCF budgetsrNPS target, which fall in between points specified in the table would be determined by straight-line interpolation.
Department Performance Metric
The department performance metric is based on goals and objectives submitted in March 2018 by each member of senior management, including our NEOs. These goals and objectives were reviewed and approved by our CEO and the compensation committee. Maximum payout of the department metric is 100% of the weighted portion (20%) and no additional payout for over-performance.
The total payout based on the financial performance portion would represent the sum of the percentages derived by multiplying 50% times each of the respective payout percentages for revenue and OFCF, with a maximum payout of 100%.
Notwithstanding the over-performance feature indicated in the table, the aggregate payout for financial performance remained capped at 60% of the maximum achievable performance award.
The payout schedule for the 40% of each participant’s maximum achievable performance award allocated to individual performance was based on the APR received under our globalabove performance management process. A rating of “improvement required” results in no amount to be payable with respect to this portionmetrics would represent the sum of the award. A rating above “improvement required”percentages derived by multiplying 20% times the respective payout percentage for revenue and below40% times the respective payout percentage for OCF, plus the percentage derived by multiplying 20% times the payout percentage for rNPS, plus the department metric percentage, with a “strong”

maximum payout of 140%. To determine the final payout, the payout based on financial and operational performance is subject to the compensation committee’s discretion to reduce the amount payable. A rating of “strong” means the participant has performed well, meeting expectations with respect to his or her objectives.then multiplied by an APR multiplier. The APR multiplier is based on each NEOs individual 2018 APR:
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The compensation committee considered the following when it originally approved this design for the annual award programs in 2010 and continues to follow these parameters when considering awards each year:2018 Annual Bonus Program:
weighting the OCF financial performance metricsmetric more heavily than individual performance goals should serve to reduce the level of subjectivity in determining final awards;
using two equally weighted financial metrics (budgetedbudgeted revenue and OFCF growth), rather than a single metric, would provide incentives to drive revenue growth while controllingcontrol operating costs and capital expenditures;still encourage revenue growth
including consolidated financial performance metricsusing the average rNPS score for all participants, including those with operating unit responsibility, would servethe year avoids short term fluctuations
the department metric promotes engagement, encourages collaboration amongst employees within each department and ensures that each department is focused on key projects and initiatives that are aligned to mitigate potential organizational risks;the overall strategic priorities of the company
including an over-performance provision would provide continuing incentive for above budget achievement; andachievement
establishing a base performance objectiveusing the APR as a gating factor for paymentmultiplier promotes engagement of any award to the NEOs should result in the payment qualifying as performance-based compensation under Section 162(m). There could be no assurance that the objective would be achieved, particularly in light of the increasingly competitive environment in which we operate.participants and rewards individual performance
The compensation committee did not establish target amounts payable when it approved the maximum amount that each NEO could earn under the 2015 Annual Award Program.
20152018 Performance. At its meeting on March 9, 2016,February 21, 2019, the compensation committee reviewed the actual consolidated revenue and OFCF OCFfor 20152018 based on our audited 20152018 financial results.results and our rNPS score. It also considered whether to exercise its discretion to reduce the amount payable to any of our NEOs. The exercise of the compensation committee’s discretion was in each case based on its assessment of our 20152018 financial performance, the performance of the NEO’s department against specific goals and the individual NEO’s performance overall as compared to his 20152018 performance goals, taking into account the payout schedules for financialthe performance metrics and individual performance. The compensation committee also determined that for the CEO award the base performance objective of achieving at least 40% of either budgeted OCF growth or revenue growth had been achieved. Liberty Global’s results for 2018 included its continuing operations and Discontinued Operations held at year-end. Therefore, performance against target was based upon results of our full company’s operations.
The compensation committee first considered the percentage of budgeted revenue and budgeted OFCF OCFachieved in 2015.2018. For this purpose, the 20152018 budget was adjusted in accordance with the terms of the 20152018 Annual AwardBonus Program and for certain other unbudgeted events that the compensation committee, in its discretion and consistent with past practice, determined distorted performance against the financial performance metrics. These revisions included adjustments (1) to reflect consistent foreign currency exchange translations, (2) to includereflect costs associated with the acquisition of Ziggo and associated synergies and integration costs,announced disposition transactions, (3) to include

an acquisition in Puerto Rico, various small acquisitions, (4) to reflect an unbudgeted network extensionexclude the benefit of issuing shares in lieu of cash under the annual bonus program, and (5) related to reflect other individually immaterial items.adjustments. In the aggregate, these adjustments resulted in a net decrease of budgeted revenue to $18.5$15.7 billion and a net decrease of budgeted OFCF OCFto $4.6$7.4 billion. Actual 2015adjusted 2018 revenue was over 98%99.7% of budgeted 20152018 revenue and actual 2015 OFCF adjusted 2018 OCFwas over 99%99.2% of budgeted 2015 OFCF 2018 OCFon a consolidated basis. The rNPS score was slightly above the target zone. In summary, the adjustments made were consistent with the terms of the program and past practice.
The following chartsgraphs illustrate the compensation committee’s financial performance and payout calculations.
When these results are applied to the relevant payout schedules, the total implied payout against the financial performance metrics for revenue was 70.2% and for OFCF was 70.6%, resultingit resulted in an average payoutachievement of 70.4%. Therefore,90.2%, 82.6% and 101.0% of target for performance against revenue, OCF and rNPS performance, respectively.

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The compensation committee reviewed the achievements of each department against such department’s stated goals and objectives. The department performance goals consisted of numerous qualitative measures tailored to each department’s role within our company. Below is a brief description of the goals and objectives of the departments of which our NEOs are members.
Office of CEO: tailored around the individual performance goals of our CEO for 2018, which are described below
Finance & Treasury: drive simplification and harmonization of processes, integrate long range plan, deliver procurement price savings and shared services savings, improve investor relationships and manage budget challenges
Legal & Regulatory: further develop the company’s relationships with external stakeholders, manage M&A transactions, effective execution of regulatory, corporate affairs and legal matters, including GDPR obligations, and improve management of litigation
Commercial Operations: increase market share through value propositions for both retail and business, improve cost efficiencies, strengthen collaboration across markets and increase market share for fixed mobile convergence
Technology & Innovation: successful launch of products across additional markets, deliver on core network initiatives, drive efficiencies among operations, strengthen T&I quality program and network expansions
In the evaluation of each department’s performance in 2018, the compensation committee considered the various achievements by each department, including how these actions affected the performance of our company’s operations. The compensation committee determined that the departments of each NEO met their overall goals and objectives for 2018 and approved paymenta payout of 70.4%100% of the 60% portion of eachdepartment component of the NEO’s maximum achievable award that was based on financial performance.overall annual bonus.
With respect to the remaining 40% of the maximum achievable awards, which was based on individual performance, atAt its March 9, 2016February 21, 2019 meeting, the compensation committee considered each NEO’s performance against individual performance goals. The individual performance goals consisted of numerous qualitative measures, which included strategic,

financial, transactional, organizational and/or operational goals tailored to the individual’s role within our company. In making its decision as to individual APRs, the compensation committee did not apply any particular weighting across theOver achievement of individual performance goals or relative to other considerations, nor did it require thatcan increase the executive satisfy eachamount of his goals.the bonus earned.

Our CEO’s performance goals were organized around four main themes: organic growthincluded both financial and operational targets, (including budget targets, productfunctional objectives in each of the core departments and operation initiatives); liquidity, leverage and capital structure targets and initiatives; acquisition and disposition opportunities; and core initiatives for each functional group. These functional groups include accounting, regulatory, technology, human resources, strategy, investor relations, programming andsupport our board matters. In addition, his performance goals were expanded to include the development ofin fulfilling its responsibilities, as well as personal development. The financial metrics focused on driving costs efficiencies based on our Liberty 3.0 program. The Liberty 3.0 program, which has since been rebranded “Liberty GO”, is a comprehensive plan to drive top-line growth at Liberty Global while maintaining tight cost controls.2018 budget. In the evaluation of his 20152018 performance, the compensation committee considered the various performance objectives that had been assigned to Mr. Fries and our company’s accomplishments againstas compared to those objectives. In this regard, the compensation committee noted that our companywe had a number of significant performance accomplishments in 20152018 under the leadership of Mr. Fries, including:
including the launchsale of our Austrian business and the Horizon Go app, Replay TVannounced sale of our businesses in Germany, Hungary, Romania and MyPrime video-streaming servicethe Czech Republic, as well as our DTH operations. In addition, various key initiatives in additional countries;
the additionfinal year of a record 1.5 million next-generation video subscribers;
the additionour Liberty GO program were accomplished under his leadership, including expansion of over 250,000 premisesour footprint through our U.K. network extension program;
launched 4G mobile serviceslarge scale “lightning” new build program, delivery on customer propositions, increased collaboration across businesses, sale of Discontinued Operations at premium prices, setting of strategic vision for our company, progress in Chile, the Netherlandsdelivering fixed-mobile convergence across our footprint and Switzerland;
the completion of key mobile virtual network operation (MVNO) agreementscost efficiencies through transformation and launch of full MVNO mobile products in Ireland, Austria and Hungary;
increasing the top or lead internet speed in many of our markets;
the proposed acquisition of BASE (completed in February 2016) and the proposed acquisition of CWC;
the delivery of key financial targets, including OCF, adjusted free cash flow and equity repurchases;

the distribution of the LiLAC Shares; and
the successful completion of the Ziggo restructure.
In reviewing Mr. Fries’ performance, the committee considered both what had been accomplished and how such accomplishments had been achieved.procurement savings. The compensation committee also considered Mr. Fries’ responsibilities with respect to overall corporate policy-making and management, in-depth knowledge of our multi-national operations and complex finances, the regulatory and organizational complexities in which we compete, the increased size of our company, as well as his strong leadership capabilities in delivering key long-term strategic objectives in a challenging global economy and his handling of unanticipated additional responsibilities.

With respect to the individual performance of our other NEOs, the compensation committee reviewed their performance with our CEO, giving much deference to our CEO’s evaluation of their performance against their respective 20152018 performance goals and the resulting APRs.goals. The members of the compensation committee also have frequent interaction with each of these executives at meetings of the board of directors and events planned for the directors, which interaction assists in informing their judgment. The individual performance goals for the other NEOs related to their respective functional or operational areas of responsibility. Mr. Bracken’s goals related to financial strategy, developing a structuredtreasury, accounting, capital allocation, finance function tax strategy, financial planning, improvingand operating cost efficiencies, in business development,optimizing company processes and group leadership and coordination with other functional groups.managing our company’s leverage target. Mr. Dvorak’sHall’s goals related to financial reporting, internal auditcontinued improvement on the commercial contract process, developing support functions with key operations throughout our company and compliance, driving project management initiatives, integrating acquired companies, planning efforts for roll outdrive efficiencies on and effective execution of International Financial Reporting Standards (IFRS) for purposes of our U.K. statutory reporting requirements and participating in the Financial Accounting Standards Board’s standard setting process.significant transactions. Mr. Karsten’s goals related to implementation of a new commercial organization, includingdelivering key financial and commercial targets, deliver compelling propositions for customers, create customer careloyalty programs, managing price increases, executing strategy on business customers and strengthening collaborative initiatives expansion of mobile services, the integration of Ziggo, expansion of services to businesses, execution of new product and service initiatives, and development of marketing initiatives.across operations. Mr. Nair’sRodriguez’s goals, who joined our company in July 2018, related to optimizing operational synergies across entities, new build and upgrade targets, network operations, development and implementation of new technologies for our services, improving efficiencies of capital expenditures, andreorganization of T&I, delivering on video and wirelessproduct initiatives in key areas, improving quality of services and expanding key connectivity services.enhancements. In each case, the compensation committee also considered how these goals were affected by the size and complexity of our company and the launchgoals of the Liberty GO program.
Based on its evaluation of individual performance and its decisions with respect to the financial performance metrics, theThe compensation committee approved the payments to ourpercentage payout for performance against financial and operational metrics and earned bonus payouts for each of the NEOs with respect to their maximum achievable performance awardsas set forth in the tabletables below. PercentagesThe compensation committee considered each NEOs individual performance, overall contributions and APR for 2018 in determining the table represent percentages of the maximum achievable performance award.earned bonus amounts.
2018 Annual Performance Bonus Results
  
 % Payout for Revenue Performance (20%) % Payout for OCF Performance (40%) % Payout for rNPS Performance (20%) % Payout for Department Performance (20%) Weighted Aggregate % of Target Bonus  
            
 90.2% 82.6% 101.0% 100.0% 91.2%  
   


        
  2015 Annual Cash Performance Award
Name Maximum
Achievable Award		 % Payout for Financial Performance (Revenue & OFCF)(60%) % Payout for Individual Performance
(40%)		 Aggregate % of Maximum Award (100%) Approved Award
           
Michael T. Fries $8,500,000 70.4% 100.0% 82.3% $6,991,000
           
Charles H.R. Bracken $2,500,000 70.4% 100.0% 82.3% $2,056,000
           
Bernard G. Dvorak $2,500,000 70.4% 100.0% 82.3% $2,056,000
           
Diederik Karsten $2,500,000 70.4% 100.0% 82.3% $2,056,000
           
Balan Nair $2,500,000 70.4% 100.0% 82.3% $2,056,000
NameEarned Bonus Amount(1)
Michael T. Fries$10,159,397
Charles H.R. Bracken$2,539,849
Bryan H. Hall$2,208,565
Diederik Karsten$2,208,565
Enrique Rodriguez$967,817
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(1)Final payouts of approved bonus awards were subject to further adjustments due to rounding, exchange rates and other factors. The approved bonus amount for Mr. Rodriguez is pro-rated as he did not join Liberty Global until mid-2018.
In making the foregoing performance evaluations for the 2018 Annual Bonus Program, the compensation committee also approved payment of 2018 annual performance bonuses to our executive officers, including our NEOs, and certain other officers and key employees in ordinary shares of Liberty Global. The number of ordinary shares granted were based on each employee’s election of such payment of their earned bonus under the shareholding incentive plan and the closing prices of our Liberty Global Class A and Liberty Global Class C shares on March 15, 2019 and, except in the case of our CEO, delivered on a 1:2 ratio between our Liberty Global Class A and Liberty Global Class C shares. With respect to our CEO, the compensation committee authorized the delivery of our Liberty Global Class B shares for his earned 2018 annual performance bonus. In addition, each NEO received a grant of RSUs for the number of shares representing 12.5% of the shares issued under the program. This premium RSU will vest on March 1, 2020, if the NEO retains the shares received in the 2018 Annual Bonus Program. The shareholding incentive aspect of the 2018 Annual Bonus Program was launched in 2018 to encourage increased share ownership among senior management across our company.
The amounts paid to our NEOs under the 20152018 Annual AwardBonus Program are rounded to the nearest thousandin shares and cash are reflected in the Summary Compensation Table below under the “Stock Awards” and “Non-Equity Incentive Plan Compensation” column.columns, respectively.
Decisions for 20162019. On March 9, 2016,February 21, 2019, our compensation committee approved individual performance goals and set the target achievable cash performance awardsbonuses for members of our senior management, including the persons we expect to be our NEOs for 2016.2019. They also approved the financial and operational targets for earning the awards. Subsequently on April 11, 2019, our compensation committee approved the department performance goals. In approving these awards, our compensation committee modified the general design of the 20162019 annual cash performance awardbonus program from the previous year’s awards. Thebonuses. To emphasize the importance of capital expenditures, the compensation committee replaced the OCF metric with operating free cash flow (OFCF). OFCF is defined as OCF less property and equipment additions. It then rebalanced the weighting of financial metrics to provide equal emphasis on OFCF and revenue. With these changes, the target 20162019 annual cash performance awardbonus program will be split between the achievement of budgeted growth in revenue and OCF andOFCF, achievement of a target average customer relationship net promotor score (zone for rNPS) and achievement against specified department goals and objectives for the fiscal year ending December 31, 2016.2019. Based on the achievement of thesethe financial and operational performance metrics (except the department performance metric) a payout of up to 150%140% of the target bonus amount is available for over-performance against budget/budget or target. In addition, each participant’s 20162019 individual APR will serve as a multiplier on the overall bonus payout (0 to up to 1.5x). Individual APRs for our NEOs will be determined by considering individual performance against personal

performance objectives approved by the compensation committee andcommittee. The maximum APR multiplier could increase the maximum 20162019 annual cash performance awardbonus to up to 210% of the target bonus amount or with respect to participants at the country participation level up to 225% of the target bonus amount.
The compensation committee also approved a base performance objective that was designed so that the bonus plan should qualify as performance-based compensation under Section 162(m). If the 2016 base objective is achieved, each of the 2016 NEOs will be eligible to earn his maximum 2016 cash performance award, subject to our compensation committee’s discretion to reduce the amount of the award to be paid to any 2016 NEO or to pay no award to such 2016 NEO.  The exercise of our compensation committee’s discretion as to the amount of the 2016 cash performance award payable to any 2016 NEO will be based on our compensation committee’s assessment of our company’s consolidated financial performance, our rNPS score and each executive’s individual 2016 APR. The base objective relates to growth in consolidated revenue or consolidated OCF relative to budgeted growth. The 20162019 target achievable performance awardbonus is $9.0$15.0 million for our CEO pursuant to the terms of the Fries Agreementhis employment agreement, as renewed on April 30, 2019, and ranges from $2.0 million to $2.5 million for each of the other 2016persons expected to be our 2019 NEOs.
The same general design was also implemented, with similar performance metrics and weightings, for the 20162019 annual performance bonus programsprogram for other officers and senior management throughout the company (corporate and country operations). For senior executives with direct oversight of operating unit(s) and their teams, the target 2019 annual performance bonus will be split between the achievement of budgeted growth in revenue and OFCF of the operating unit(s), achievement of rNPS score of the operating unit(s), and achievement of budgeted growth in Liberty Global consolidated revenue and OFCF for the fiscal year ending December 31, 2019. Our compensation committee agrees that including consolidated financial performance metrics for all participants, including those with operating unit responsibility, would serve to mitigate potential organizational risks.
Equity Incentive Awards
General. Multi-year equity incentive awards, whether in the form of conventional equity awards or performance-based awards, have historically represented a significant portion of our executives’ compensation. These awards ensure that our executives have a continuing stake in our company’s success, align their interests with our shareholders and also serve the goal of retention through vesting requirements and forfeiture provisions.
Our compensation committee’s approach to equity incentive awards for the senior management team places a significant emphasis on performance-based equity awards. Since 2010, the compensation committee’s approach has been to set a target annual equity value for each executive, of which approximately two-thirds would be delivered in the form of an annual award of PSUs and approximately one-third in the form of an annual award of SARs. In 2016, however, the compensation committee modified our multi-year equity incentive awards by combining the PSU grants for 2016 and 2017 into a single award in 2016

and extending the applicable performance period to three years. A similar approach was applied to equity incentive compensation for approximately 60385 other key employees.
In connection with each year’s award of PSUs, including the PSUs granted in 2016, the compensation committee selects one or more performance measures for the ensuing two-year (or three-year in the case of the 2016 PSUs) performance period. For the PSUs awarded to date, the compensation committee has selected as the performance measure growth in consolidated OCF, as adjusted for certain specified events that affect comparability, such as acquisitions, dispositions and changes in foreign currency exchange rates and accounting principles. In choosing OCF growth as the performance measure, the compensation committee’s goal has been to ensure that the management team would beis focused on maximizing performance against a variety of key financial metrics during the performance periodmetric used by using a measure of performance that was different from those selected for the annual cash performance awards.our board and management in evaluating our operating performance. Different performance measures may be selected for the awards in subsequent years.
Our compensation committee also sets the performance targets corresponding to the selected performance measure(s), including minimum performance thresholds and a base performance objective that must be achieved in ordersetting maximum payouts for any portion of our NEOs’ PSU awards to be earned.over-performance. The level of achievement of the performance target within a range established by the compensation committee determines the percentage of the PSU award earned during the performance period, subject to reduction or forfeiture based on individual performance based on the APR received under our global performance management process. A minimum rating of “strong” or its equivalent is required for any PSU awards granted in 2014 to be earned. A minimum rating of “developing” or its equivalent is required for any PSU awards granted after 2014 to be earned. Earned PSUs will then vest in two equal installments on April 1 and October 1 of the year following the end of the performance period. The PSU awards are subject to forfeiture or acceleration in connection with certain termination of employment or change-in-control events. Each year’s award of SARs is made at the same time as awards are made under our annual equity grant program for employees (generally on or around May 1) and on terms consistent with our standard form of SAR award agreement, including a four-year vesting schedule. Commencing with awards of SARs granted in 2019, the compensation committee increase the standard term from seven years to 10 years.
In adopting this approach to equity incentive compensation, the compensation committee made the following observations:
The organizational risks of incentive compensation should be reduced through:
▪the use of multiple equity vehicles (PSUs and SARs) with different performance, retention, risk and reward profiles;
▪annual and, in 2016, biannual grants of equity awards that spread the target incentive compensation over multiple and overlapping performance/service periods and provide the flexibility to change performance metrics, weighting and targets from grant to grant; and

▪the setting of achievable target performance levels, while providing higher payout levels for over-performance.
The use of performance-based equity awards, such as PSUs, adds an element of market risk over the performance/service period to better align the interests of management and shareholders, while focusing management on achieving specified performance targets to earn the award;
The use of conventional equity awards, such as SARs, provides a retention mechanism and alignment with shareholders by only delivering value if the stock price appreciates; and
Providing for forfeiture or reduction of performance-based equity awards based on individual performance ensures that each participant remains accountable for his or her own performance against performance goals tailored to the participant’s role and responsibilities.
Liberty GO. In 2015, we launched our “Liberty GO” program, which ended on December 31, 2018. This program was a comprehensive plan to drive top-line growth while maintaining tight cost controls. The Liberty GO program capitalized on revenue opportunities associated with our large and growing customer base, our network expansion, mobile operations and business services goals. It also provided greater efficiencies by leveraging our scale more effectively. Underpinning this program was a commitment to customer centricity, which we continue to believe is key to succeeding in an ever more demanding consumer market.
Decisions for 2016 PSUs. As described above, our equity incentive awards have generally consisted of annual grants of two different types of equity awards: SARs representing approximately one-third of the total annual target equity value per participant and PSUs representing approximately two-thirds of the total annual target equity value. The annual grants of PSUs then had overlapping two-year performance periods. In February 2016, however, our compensation committee determined that for the 2016 PSUs, it would be in the best interest of the company to modify this incentive award component to better align these incentives over a longer term, promote achievement of the goals of the Liberty GO program and retain key leadership.

The performance period for the 2016 PSUs was January 1, 2016 to December 31, 2018 and the compensation committee made no PSU grants in 2017 for participants who received 2016 PSUs. The performance measure for the 2016 PSUs was based on a target compound annual growth rate in consolidated operating cash flow (OCF CAGR) of 6%. The following table sets forth the threshold, target and maximum performance levels and related payouts approved by the compensation committee:
  Potential Performance
  Performance Level OCF CAGR Payout
Maximum 167.0% 10.0% 300.0%
Target 100.0% 6.0% 100.0%
Threshold 75.0% 4.5% 75.0%
The compensation committee determines the actual payout by “straight-line interpolation” if our actual OCF CAGR for the performance period falls between the specified threshold, target and maximum performance levels in the table. The actual OCF CAGR for the performance period is calculated by comparing 2018 consolidated annual OCF against 2015 consolidated annual OCF, as adjusted for events during the performance period such as changes in foreign currency exchange rates and accounting principles or policies and any other event that the compensation committee determines has the effect of distorting performance against the target OCF CAGR. At the January 28, 2019 meeting of our compensation committee, the compensation committee reviewed the calculations of 2015 and 2018 consolidated annual OCF and the resulting OCF CAGR, as adjusted pursuant to the terms of the 2016 PSU grant agreements, and determined that the base performance objective of achievement of at least 50% of the target OCF CAGR had been achieved.
The required adjustments to the 2015 OCF CAGR made pursuant to the terms of the 2016 PSU grant agreements included adjustments related to:
foreign currency exchange translations;
the application of new U.S. GAAP accounting policies applied;
acquisitions and dispositions during the performance period including related unbudgeted integration, disposition and dis-synergy costs; and
certain unbudgeted costs related to U.S. tax reform.
These adjustments, in the aggregate, decreased our consolidated annual OCF for 2015 of $6.8 billion to $6.4 billion and increased our actual OCF CAGR achievement for the performance period from 4.3% to 4.9%. Liberty Global’s results for 2018 included its continuing operations and Discontinued Operations held at year-end. Therefore, performance against target was based upon results of our full company’s operations.
Based on the foregoing, the compensation committee determined that approximately 82.3% of the target OCF CAGR had been achieved. This determination was made by dividing the adjusted actual OCF CAGR achieved (4.9%) by the adjusted target OCF CAGR (6.0%) using maximum available precision. That percentage achievement of the target OCF CAGR, which fell between the threshold and target levels in the preceding table, translated into 82.3% of the target 2016 PSUs being earned, as shown below. The tables below set forth the percentages achieved and the actual number of the 2016 PSUs that were earned and which were converted to time-vested RSUs pursuant to the terms of the 2016 PSUs. The actual number of shares delivered to an NEO is subject to applicable tax withholding. At its meeting on February 21, 2019, the compensation committee further determined that based on each NEO’s individual performance over the performance period, no reduction would be made to the percentage of target 2016 PSUs, which had been earned based on financial performance.
  
 Adjusted Actual OCF CAGR Target OCF CAGR Performance Level Payout Percentage  
          
 4.9% 6.0% 82.3% 82.3%  
          

Name 
Liberty Global
Class A RSUs
 
Liberty Global
Class C RSUs
 
      
Michael T. Fries 186,914 373,829 
Charles H.R. Bracken 49,844 99,688 
Bryan H. Hall 39,875 79,750 
Diederik Karsten 49,844 99,688 

The compensation committee discussed the goals that the 2016 PSUs had been designed to achieve and was satisfied that these goals had been met.
2018 Equity Incentive Awards. In accordance with our equity incentive program, the compensation committee established the performance measures for the two-year performance period of January 1, 2018 to December 31, 2019 and granted PSUs for that period, as well as time vested SARs. The table below sets forth the target annual equity incentive award values for our NEOs approved by our compensation committee (which are unchanged from 2014) and the grants of 2015 PSUs and SARs made to them in March and May 2015, respectively (adjusted for our distribution of LiLAC Shares in July 2015).2018, respectively.
 Two-thirds of Target
Annual Equity Value in the Form of:		 One-third of Target
Annual Equity Value in the Form of:		 
Two-thirds of Target Annual Equity
Value in the Form of
 
One-third of Target Annual
Equity Value in the Form of
Name Target Annual
Equity Value		 
Liberty Global
Class A
PSU Grants
(#)
 
LiLAC
Class A
PSU Grants
(#)
 
Liberty Global
Class C
PSU Grants
(#)
 
LiLAC
Class C
PSU Grants
(#)
 
Liberty Global
Class A
SARs Grants
(#)
 
LiLAC
Class A
SARs Grants
(#)
 
Liberty Global
Class C
SARs Grants
(#)
 
LiLAC
Class C
SARs Grants
(#)
 Annual Target
Equity Value		 
Liberty Global
Class A
PSUs Grants
(#)
 
Liberty Global
Class C
PSUs Grants
(#) (2)
 
Liberty Global
Class A
SARs Grants
(#)
 
Liberty Global
Class C
SARs Grants
(#)
    
Michael T. Fries $15,000,000 65,152 3,257 130,304 6,515 157,121 7,882 316,802 16,078 $22,500,000 153,988 307,976 294,117 588,234
  
Charles H.R. Bracken $5,000,000 21,718 1,085 43,436 2,171 52,376 2,627 105,606 5,359 $6,000,000 41,064 82,128 78,431 156,862
  
Bernard G. Dvorak $5,000,000 21,718 1,085 43,436 2,171 52,376 2,627 105,606 5,359
Bryan H. Hall $4,000,000 27,376 54,752 52,287 104,574
  
Diederik Karsten $5,000,000 21,718 1,085 43,436 2,171 52,376 2,627 105,606 5,359 $5,000,000 34,220 68,440 65,359 130,718
  
Balan Nair $5,000,000 21,718 1,085 43,436 2,171 52,376 2,627 105,606 5,359
Enrique Rodriguez $5,000,000 34,214 68,428 71,777 143,554
The 2015
Pursuant to his employment agreement, the 2018 target annual equity valuesvalue for each of our CEO increased to $22,500,000. For our chief financial officer, the 2018 target annual equity value increased to $6,000,000. For our other NEOs, except the chief technology officer which was set in his employment agreement, the 2018 target annual equity values remained unchanged from the PSUs granted in 20142016 as part of the equity incentive award component of our executive officers’ compensation packages. Each 20152018 PSU represents the right to receive one Liberty Global Class A share or Liberty Global Class C share, LiLAC Class A share or LiLAC Class C share, as applicable, subject to performance and vesting.

The performance period for the 20152018 PSUs is January 1, 20152018 to December 31, 2016.2019. The performance target selected by the compensation committee for the base case plan was achievement of a target compound annual growth rate in consolidated operating cash flow (OCF CAGR) based on a comparison of our 20142017 actual results to those reflected in our then existing long-range plan for 2015.2019. The target OCF CAGR is subject to upward or downward adjustment, on a mandatory or a discretionary basis, for certain events in accordance with the terms of the grant agreement. For example, the base case plan from which the target OCF CAGR was calculated will be adjusted for the acquisitions and dispositions of businesses during the performance period in accordance with guidelines established by the compensation committee and the target OCF CAGR will be recalculated based on the adjusted base case plan. A performance range of 75%50% to 125% of the target OCF CAGR would generally result in award recipients earning 75%50% to 150% of their target 20152018 PSUs, subject to reduction or forfeiture based on individual performance. One-half of the earned 20152018 PSUs will vest on April 1, 20172020 and the balance on October 1, 2017.2020.

The compensation committee also established a minimum OCF CAGR base performance objective, subject to certain limited adjustments, which must be satisfied in order for any NEOour CEO to be eligible to earn any of their 2015his 2018 PSUs. Under the base performance objective, the OCF CAGR must be no less than 50%40% of the modified target OCF CAGR. If the base performance objective is achieved, our NEOs will be eligible to earn between 75%50% and 150% of their 20152018 PSUs, subject to alignment with our company’s and the individual’s performance. The base performance objective was designed so that the awards should qualify as performance-based compensation under Section 162(m). of the Code.

The 20152018 PSU awards and the SAR awards of our NEOs are reflected in the Summary Compensation Table below under the “Stock Awards” and “Option Awards” columns, respectively.


Decisions for 2014 PSUs2019. As disclosed inIn April 2019, the compensation committee approved the grant of 2019 PSUs to the persons we expect to be our proxy statement2019 NEOs for two-thirds of their respective target annual equity values. In accordance with his employment agreement, the 20152019 target annual general meeting,equity value for our CEO is $25,000,000. For the other persons we expect to be our NEOs for 2019, the target annual equity value is $6,000,000 for our chief financial officer, $5,000,000 for our chief technology officer and $4,000,000 for our other NEOs. The 2019 PSUs will be divided with one-third as Liberty Global Class A PSUs and two-thirds as Liberty Global Class C PSUs. As the performance period for the multi-year incentive awards of PSUs granted in March 2014 (the 2014 PSUs) was January 1, 2014 to December 31, 2015. The performance measure, was based on a two-year OCF CAGR. For the 2014 PSUs, the performance target was an OCF CAGR for our company of 5.0%. The following table sets forth the threshold, target and maximum performance levels and related payouts approved by the compensation committee.
 Performance
 
Performance
Level
 
Two-year
OCF CAGR
 Payout
      
Maximum125.0% 5.4% 150.0%
Target100.0% 5.0% 100.0%
Threshold75.0% 3.2% 75.0%
The compensation committee determines the actual payout by “straight-line interpolation” if our actualagain selected growth in consolidated OCF, CAGR for the performance period falls between the specified threshold, target and maximum performance levels in the table. The actual OCF CAGR for the performance period is calculated by comparing 2015 OCF against 2013 OCF, as adjusted for events during the performance period such as acquisitions, dispositions and changes in foreign currency exchange rates and accounting principles or policies that affect comparability. The compensation committee may also adjust the target OCF CAGR for extraordinary events that distort performance.
Atselected by the February 24, 2016 meetingcommittee was based upon a comparison of our compensation committee, the compensation committee reviewed the calculations of 2013 and 2015 consolidated OCF and the resulting2018 actual results to those reflected in our long-range plan for 2020. The target OCF CAGR as adjusted pursuantis subject to upward or downward adjustment for certain events in accordance with the terms of the 2014 PSU grant agreements and guidelines adopted in 2012 by the compensation committee, which had been prepared by management.agreement. The compensation committee determined that the base performance objective of achievement of at least 50%design of the target OCF CAGR, subject to limited adjustments, had been achieved.
The required adjustments to the target OCF CAGR made pursuant to the terms of the 20142019 PSU grant agreements included adjustments (1) to reflect consistent foreign currency exchange translations, (2) to include the acquisition of Ziggo and associated synergies and integration costs and (3) related to the sale of certain assets. As permitted by the 2014 PSU grant agreements, the compensation committee also approved adjustments for certain events or circumstances that in its view distorted performance. These discretionary revisions to the target OCF CAGR included adjustments to exclude (a) unbudgeted costs for a change in the U.K. value-added tax legislation, (b) the BASE integration costs, (c) unbudgeted increases in 2015 maximum bonus amounts, (d) the unbudgeted costs for a network extension program in the U.K., (e) the unbudgeted costs for the launch of a sports channel and (f) certain unbudgeted costs associated with Liberty GO. These adjustments, in the aggregate, increased our target OCF for 2015 of $8.3 billion to $8.6 billion and decreased our target OCF CAGR for the performance period from 5.0% to 4.3%. For purposes of computing the adjusted actual OCF CAGR, the post-acquisition results of 2015 acquisitions were removed from the reported 2015 OCF.
Based on the foregoing, the compensation committee determined that approximately 101.8% of the target OCF CAGR had been achieved. This determination was made by dividing the adjusted actual OCF CAGR achieved (4.4%) by the adjusted target OCF CAGR (4.3%) using maximum available precision. That percentage achievement of the target OCF CAGR, which fell between the target and maximum levels in the preceding table, translated into 103.6% of the target 2014 PSUs being earned, as shown below. The compensation committee further determined that based on each NEO’s individual performance over the performance period, no reduction would be made to the percentage of target 2014 PSUs, which had been earned based on financial performance.

The table below sets forth the actual number of the 2014 PSUs that were earned and which were converted to time-vested RSUs pursuant to the terms of the 2014 PSUs.
Name 
Liberty Global
Class A RSUs
 
Liberty Global
Class C RSUs
 
LiLAC
Class A RSUs
 
LiLAC
Class C RSUs
         
Michael T. Fries 81,093 162,185 4,054 8,109
Charles H.R. Bracken 27,031 54,062 1,351 2,703
Bernard G. Dvorak 27,031 54,062 1,351 2,703
Diederik Karsten 27,031 54,062 1,351 2,703
Balan Nair 27,031 54,062 1,351 2,703
The compensation committee discussed the goals that the 2014 PSUs had been designed to achieve and was satisfied that these goals had been met. In addition, the senior management team remained highly motivated and intact during the two-year period ended December 31, 2015.
2013 Challenge Awards. Following the acquisition of Virgin Media, our company grew substantially in size and complexity and became a more complex business operation. In addition, we established aggressive synergy and long-range plan targets for our company on maximizing future performance and our senior management, including our NEOs, were asked to achieve this then aggressive future performance. Therefore, on June 24, 2013, the compensation committee determined to grant, in addition to the standard compensation program for senior management as described above, an additional challenge award to each of our NEOs and certain key employees (the 2013 Challenge Awards). The 2013 Challenge Awards were designed to incentivize senior management recipients to achieve high levels of individual performance and increase shareholder value over a multi-year period. Thisawards is in line with the compensation committee’s two primary objectives with respect to executive compensation as stated above—motivation and retention—with the ultimate goal of long-term value creation for our shareholders.
Except with respect to the senior executives, including our NEOs, the 2013 Challenge Awards consisted of a combination grant of performance-based SARs (PSARs) and performance-based PSUs, with a weighting more heavily to the PSARs. For the senior executives, including our NEOs, the 2013 Challenge Awards consisted solely of a grant of PSARs. The awards to the NEOs are intended to qualify as performance-based compensation under Section 162(m). Each PSU represents the right to receive one Liberty Global Class A share, Liberty Global Class C share, LiLAC Class A share or LiLAC Class C share, as applicable, subject to performance and vesting. The performance period for the 2013 Challenge Awards was January 1, 2013 to December 31, 2015.
The number of the 2013 Challenge Awards, earned by each of our NEOs, was based on the compensation committee’s assessmentdesign of the executive’s performance and achievement of individual goals in each of the years 2013, 2014 and 2015. The individual goals for the NEOs and our other executive officers consisted of quantitative and qualitative measures, which included individual strategic, financial, transactional, organizational and/or operational goals for each executive. At the end of the performance period, the compensation committee reviewed the performance of each NEO and other officers participating in the 2013 Challenge Awards based on their APR received in the company’s annual performance review process. Finding that each of the NEO’s received a rating of at least “superior” (or its equivalent) in each year of the performance period, the compensation committee did not exercise

its discretion to reduce by up to 100%, the amount of such NEO’s 2013 Challenge Awards. The earned PSARs will vest on the third anniversary of the grant date and have a term of seven years from the grant date.
Decisions for 2016. In February 2016, the compensation committee approved the grant of 2016 PSUs to our senior management, including our NEOs. In considering the grants of the 2016 PSUs, our compensation committee determined that it would be in the best interest of the company to modify this incentive award component to better align these incentives over the longer term, promote achievement of the goals of the Liberty GOPSU awards program and retain key leadership during the transformation period. As described above, our equity incentive awards have previously consisted of annual grants of two different types of equity awards: SARs representing approximately one-third of the total annual target equity value per participant and PSUs representing approximately two-thirds of the total annual target equity value. The annual grants of PSUs then had overlapping two-year performance periods.
For the 2016 PSUs, the compensation committee determined to:
Combine the PSU grants for each of the next two years into a single award of 2016 PSUs with a single performance target;
Extend the performance period for the 2016 PSUs to three years (2016, 2017 and 2018) in line with the execution phase of the Liberty GO program;
Make no grant of PSUs in 2017 for participants who receive a grant of 2016 PSUs;
Require the target performance to be 6.0% OCF CAGR during the three-year performance period ending December 31, 2018 (with 2015 as the base year), with over-performance payout opportunities if the OCF CAGR exceeds the target; and
Maintain the annual SAR component from previous programs, as these awards vest in installments over a four-year period.
Each participant’s total 2016 PSU grants have a target equity value that has been increased to accommodate the change to a three-year performance period and replacement of the grant of the 2017 PSUs, which otherwise would have been made to the participants in 2017. The 2016 PSU grant is 715,716 ordinary shares for our CEO and 190,860 ordinary shares for each of our other NEOs. The 2016 PSUs are divided among our shares based on a ratio of 20 Liberty Global Shares for every one LiLAC Share, with the Liberty Global and LiLAC Shares further divided on a 1:2 ratio between the respective Class A and Class C ordinary shares. The performance measure of 6% OCF CAGR may be adjusted at the compensation committee’s discretion for events that may affect comparability, such as changes in foreign currency exchange rates and accounting principles or policies. Our compensation committee selected the target OCF CAGR based upon the company’s internal projections and other factors. A performance range of 75% to 167.5% of the target OCF CAGR will generally result in award recipients earning 75% to 300% of their target 2016 PSUs, subject to reduction or forfeiture based on individual performance. One-half of the earned 2016 PSUs will vest on April 1, 2019 and the balance on October 1, 2019.

The compensation committee also established a minimum OCF CAGR base performance objective, which must be satisfied in order for any NEO to be eligible to earn any of their 2016 PSUs. Under the base performance objective, the OCF CAGR must be no less than 50% of the target OCF CAGR. If the base performance objective is achieved, our NEOs will be eligible to earn between 75% and 300% of their 2016 PSUs, subject to alignment with our company’s and the individual’s performance. The base performance objective was designed so that the awards should qualify as performance-based compensation under Section 162(m).above. For details regarding the target annual equity values for Mr. Fries in connection with the grant of Annual Equity Awardsannual equity awards under our incentive plans, please see the description of Mr. Fries’ employment agreement under—Employment and Other Agreements.
2019 Challenge Performance Awards. As stated above, the compensation committee has three primary objectives with respect to executive compensation — motivation, retention and alignment of interests to create shareholder value. Following the recent and upcoming transactions (the sale of our operations in Austria, the pending sale of our operations in Germany, Hungary, Romania and the Czech Republic, and the recently announced agreement to sell our operations in Switzerland), we will move to a simpler operating structure with fewer management layers and clearer accountabilities and will develop an even more agile, entrepreneurial and customer focused company. Given these changes in our management and organizational structure, on March 7, 2019, the compensation committee approved a special equity grant of performance awards to the persons we expect to be our NEOs in 2019, other officers and key employees (the 2019 Challenge Performance Awards). The compensation committee believes it is important to make this grant of the 2019 Challenge Performance Awards to our executive officers and key employees in order to provide increased motivation and retention and to enhance the focus, commitment and drive of our senior management toward attaining increased shareholder value over the performance period.

The 2019 Challenge Performance Awards consist of a combination of performance-based share appreciation rights (PSARs) and performance-based restricted share units (PRSUs), in each case divided on a 1:2 ratio based on Liberty Global Class A shares and Liberty Global Class C shares. Each PRSU represents the right to receive one Liberty Global Class A share or one Liberty Global Class C share, as applicable, subject to performance and vesting. The PSARs have a term of ten years and base prices equal to the respective market closing prices of the applicable class on the grant date. The performance period for the 2019 Challenge Performance Awards is three years through December 31, 2021 with “cliff” vesting on March 7, 2022. The number of the 2019 Challenge Performance Awards that may be earned by the executives we expect to be our 2019 NEOs will be based on the compensation committee’s assessment of the NEO’s performance and achievement of individual goals in each of the years 2019, 2020 and 2021.

The 2019 Challenge Performance Awards are subject to forfeiture or acceleration in connection with certain terminations of employment or change-in-control events consistent with the terms of equity awards previously granted by the company.

Sign-on Bonus and RSU Awards

In 2018, pursuant to his employment agreement with Liberty Global, Mr. Rodriguez received a $1,500,000 sign-on bonus, as well as awards of 29,436 RSUs and 58,872 RSUs with respect to Liberty Global Class A shares and Liberty Global Class C shares, respectively, that will vest in full on July 24, 2019. Mr. Rodriguez’s RSU awards were granted to compensate him for the incentive awards at his prior employer that he had forgone in order to accept his appointment with Liberty Global. In 2019, Mr. Fries Agreementwill receive a sign-on commitment bonus in cash and ordinary shares in connection with his employment agreement, as renewed on April 30, 2019, and as described under —Employment and Other Agreements.
The foregoing discussion contains statements regarding corporate performance targets and goals. These targets and goals are disclosed in the limited context of our compensation programs and should not be construed to be estimates of our results or other guidance. In evaluating these statements, you should consider the risks and uncertainties of our business as further disclosed in our annual and quarterly reports filed with the SEC.

Share Ownership Policy
Our compensation committee has established an Executive Share Ownership Policy, as amended and restated, for our executive officers and senior officers. The purpose of the Executive Share Ownership Policy is to ensure that suchour officers have a significant stake in our long-term success.success and are aligned with our shareholders. As a result, the compensation committee established guidelines for ownership of our ordinary shares based on an individual’s level in our company and expressed as a multiple of base salary as follows:
Position Guideline
   
Chief Executive Officer 5 times base salary
Executive Vice Presidents, including Co-Chiefour Chief Financial OfficersOfficer 4 times base salary
All Senior Vice Presidents and Presidentother members of Liberty Global Latin America divisionthe Executive Leadership Team 3 times base salary
Executive and senior officers, who were subject to the policy at the time of adoption, were expected to be in compliance with the ownership guidelines within two years of the policy’s effective date. New executive and senior officers must be in compliance within four years of the date they become subject to the policy. In calculating the value of ordinary shares owned by an executive and a senior officer, the policy includes the value of ordinary shares owned jointly with and separately by the officer’s spouse and minor children, 50% of the value of vested ordinary shares held in the officer’s account in the 401(k) Plan, and 50% of the in-the-money value of vested options and SARs. As of December 31, 2015,April 1, 2019, the value of the ordinary shares owned by Mr. Fries,our CEO, as calculated in accordance with the policy, significantly exceeded five times his base salary. In addition, at such date, our other NEOs except Mr. Bracken, were in compliance with the terms of the policy.
policy, except for Mr. Bracken. In March 2016,2018, the compensation committee revisedapproved an exception for Mr. Bracken to be in compliance with the Executive Share Ownership Policy, to bring it in line with internal leadership changes. The new guidelines forafter evaluating his share ownership, the extent of our ordinary shares apply to members of our executive leadership team as follows:
PositionGuideline
Chief Executive Officer5 times base
Executive Vice Presidents, including Co-Chief Financial Officers4 times base
All other members of the executive leadership team3 times base
Executive and senior officers whohis SARs that were not subject to the policy previously must be in compliance within fourin-the-money, his years of the date they became subject to the policyservice and commitment going forward, as a result of these new guidelines.well as future grant profile.
Deferred Compensation Plan
Under the Liberty Global Deferred Compensation Plan (the Deferred Compensation Plan), our executive and other officers who are U.S. taxpayers (including those of our subsidiaries and divisions) and who are designated as participants from time to time by our compensation committee may elect to defer payment of certain of their compensation as described under —Deferred Compensation Plan below. We do not have a pension or other defined benefit-type plan to offer our executive and senior officers. For these executive officers and employees who are based in the U.S., LGI contributes to its defined contribution 401(k) Plan, but such contributions are capped by U.S. law. Accordingly, the Deferred Compensation Plan was adopted by the compensation committee to provide a tax-efficient method for participants who are U.S. taxpayers to accumulate value, thus enhancing our ability to attract and retain senior management. With respect to the tax ramifications to us of the Deferred Compensation Plan, the compensation committee noted in adopting the plan that the corporate tax deduction on the deferred compensation may not be taken until payments to participants are made, but that we will have use of the cash in the interim. Although our compensation committee deemed the Deferred Compensation Plan to be an important benefit to participants, it is not included in any quantitative valuation with the three main components of our compensation packages, because participation in the plan, and to what extent, is at each participant’s discretion.
Other Benefits
We do not offer perquisites and other personal benefits on a general basis to our executive officers. The personal benefits we have provided are limited in scope and fall into the following principal categories:
limited personal use of our corporate aircraft;

an annual auto allowance or use of a company auto for our executive officers working in Europe;
an executive health plan; and
charitable giving by Liberty Global.
Under our aircraft policy, our CEO, other executive officers and certain senior officers, with our CEO’s approval, may use our corporate aircraft for personal travel, subject to reimbursing us for the incremental costs incurred, plus applicable taxes. Pursuant to his employment agreement, the annual flight hours for Mr. Fries’ personal use of our aircraft is 120 hours per year without cost reimbursement. As approved by the compensation committee, beginning in 2017, the annual flight hours for Mr. Bracken’s personal use of our aircraft is 25 hours per year without cost reimbursement. Also under our aircraft policy, our CEO and, with his approval, our other executive officers and certain senior officers may have family members or other personal guests

accompany them on our corporate aircraft while traveling on business without reimbursing us for the incremental cost attributable to the personal guest.
The taxable income of an officer will include imputed income equal to the value of the personal use of our aircraft by him and by his personal guests determined usingusing: (a) a method based on the Standard Industry Fare Level (SIFL) rates, as published by the U.S. Internal Revenue Service (IRS) (in the case of U.S. taxpayers),; (b) as agreed with the U.K. tax authority periodically, a cost base valuation for personal use and the marginal cost for guests (in the case of U.K. taxpayers); or based on(c) the cost of the flight for personal use and based on the cost of a commercial ticket for guests (in the case of U.K. and Netherlands taxpayers). Income is imputed only to the extent that the value derived by such applicable method exceeds the amount the officer pays us for such personal use.
The methods we use to determine our incremental cost attributable to personal use of our corporate aircraft are described in the notes to the Summary Compensation Table below. Because our aircraft are used primarily for business travel, this methodology excludes fixed costs that do not change based on usage, such as salaries of pilots and crew, purchase costs of aircraft, and costs of maintenance and upkeep.
For our management-level employees in the U.K., the Netherlands and certain other European countries, including two of our NEOs who work in these locations, we provide an annual auto allowance, with variations in the cost of providing this benefit based on the employee’s position and location. Annual auto allowances for employees are a standard benefit in Europe.
We also provide an executive health plan for our executive and senior officers to proactively manage and improve their health. The benefits of this program include a complete medical history review, annual physical examinations, comprehensive laboratory testing, diagnostic testing and consultations with specialists.
Our NEOs also participate in various benefit plans offered to all salaried employees in the applicable country of employment. Our CEO generally reviews and directs the charitable giving by our company.
Tax and Accounting Considerations
In making its compensation decisions, our compensation committee considershas considered the prior limitations on deductibility of executive compensation under Section 162(m). That provision prohibits of the Code, which generally prohibited the deduction of compensation in excess of $1.0 million paid to certain executives, subject to certain exceptions. OnePrior to 2018, one exception iswas for performance-based compensation, including options and SARs,equity incentive awards, granted under shareholder-approved plans, such as the 2014 Incentive Plan. OurAs a result of the Tax Cuts and Jobs Act signed into law on December 22, 2017, effective for tax years starting on or after January 1, 2018, the exception for performance-based compensation is no longer available, subject to certain transitional relief for certain grandfathered arrangements effective on November 2, 2017. To the extent the transition relief is available to preserve deductions for Section 162(m) grandfathered arrangements, our compensation committee will generally seeksseek to designadminister the principal elements of our compensation program, such as annual cash performance bonus awards, SAR grants and the terms of our PSU awards, to qualify for deductibility consistent with the requirements of Section 162(m).deductibility. It has not, however, adopted a policy requiring all compensation to be deductible, in order to maintain flexibility in making compensation decisions. For example, the 2015 salary for our CEO will not be fully deductible and certain types of compensation, such as non-business use of corporate aircraft without reimbursement and grants of restricted shares and RSUs that do not include a performance condition, may not be deductible due to the application of Section 162(m). All grants of restricted shares and RSUs to our NEOs since 2006 have been performance based. Our compensation committee also endeavors to ensure that any compensation that could be characterized as non-qualified deferred compensation complies with Section 409A of the Code.
Our compensation committee also takes into account from time to time, as appropriate, the accounting treatment of compensation elements in determining types and levels of compensation, including method of payment, for our executive officers.

Recoupment Policy
The terms of our PSU awards and our annual cash performance bonus awards and our 2013 Challenge Awards for executive officers provide that if our consolidated financial statements for any of the years relevant to the determination of whether the applicable performance metrics have been met are required to be restated at any time as a result of an error (whether or not involving fraud or misconduct) and our compensation committee determines that if the financial results had been properly reported the portion of the awards that would have been earned by participants would have been lower than the awards actually earned by them, then each participant will be required to refund and/or forfeit the excess amount of his or her earned award.
Post-Employment Benefits and Change in Control
We have not adopted a severance policy covering our NEOs or other executive officers. Certain of our NEOs (including our CEO) are entitled to limited post-employment benefits under their employment agreements. See —Employment and Other Agreements below. Otherwise, they are entitled to the same benefit of accelerated vesting of all or part of conventional equity awards made under the Liberty Global 2005 Incentive Plan (as amended and restated effective June 7, 2013) (the 2005 Incentive Plan) and the 2014 Incentive Plan on certain termination-of-employment events as other holders of such awards. Similarly, the 2005 Incentive Plan and the 2014 Incentive Plan provide the same treatment to all holders of conventional equity awards granted under these plans upon the occurrence of certain change-in-control events. Accordingly, the existence of these potential post-employment and change-in-control benefits has not influenced our compensation committee’s decisions with respect to executive compensation.
In designing the terms for the PSU awards, and 2013 Challenge Awards, our compensation committee determined that only a limited set of events would warrant automatic acceleration of awards thereunder. The terms of the PSU awards and 2013 Challenge Awards do not guarantee that any portion of an award will be deemed earned upon termination of employment, except as a result of death, nor that vesting of earned awards will be accelerated upon termination of employment, except as a result of death or disability. Awards will only be accelerated upon specified change-in-control events if the awards are not continued on the same terms and conditions or, in the case of certain corporate reorganization transactions, effective provision has not been made for the assumption or continuation of the awards on equivalent terms. For details regarding the acceleration of hisour CEO’s awards in connection with a change-in-control event please see the description of the Fries Agreement under —Employment and Other Agreements.
The compensation committee believed these limited acceleration events related to a change in control provide appropriate protection to participants and would serve to maintain morale and aid retention during the disruptive circumstances of a change in control. The compensation committee reserved discretion to approve the accelerated vesting of an individual’s award or an amendment to an individual’s award agreements when appropriate under the circumstances.
For additional information on post-employment benefits and change-in-control provisions, see —Potential Payments upon Termination or Change in Control below.
Timing of Equity Awards
In 2006, our compensation committee adopted a policy that the consideration and approval of proposed annual grants of conventional equity awards to employees, including our NEOs, would occur atCommencing with 2019, the compensation committee meeting held in conjunction with our board’s regularly scheduled second quarter meetingintends to approve the annual equity incentive awards no later than April 1 of each year. Typically this meeting occurs atThis timing allows the end of April orawards to be aligned with long range benchmarking, annual performance reviews, annual bonus determinations and our company’s financial reporting calendar. For the beginning of May. Theequity grants approved in 2019 and after, the exercise price or base price of option and SAR grants approvedwill be set at thisthe respective closing prices of the applicable class of our ordinary shares on the grant date, which is the date of the meeting isor, if later, April 1 of the same year. For 2018 and prior years, the exercise price or base price of option and SAR grants was set at the respective closing prices of our Liberty Global Class A shares and Liberty Global Class C shares, LiLAC Class A shares and LiLAC Class C shares on the grant date, which iswas the date of the relevant meeting or, if later, May 1 of the same year. Grants of equity awards to eligible employees would otherwise only be made in connection with significant events, such as hiring or promotion. At this time, our compensation committee intends to follow this same timing for granting equity awards.
For purposes of determining the number of Liberty Global Class A and Liberty Global Class C, LiLAC Class A and LiLAC Class C PSUs and SARs to be granted each year for the target annual equity values of our executive officers and other key employees, our compensation committee adopted a policy of using the average of the closing prices of such shares for a trading period ending on the second trading day preceding the date of the committee meeting to approve the grants. Typically, our compensation committee has granted PSUs during the first quarter of each year.year, except in 2017 where no PSUs were granted.

Policies Regarding Hedging
Our Insider Trading Policy requires each of our directors and executive officers to pre-clear all proposed transactions in our company’s securities, including hedging or monetization transactions, with the Legal Department or our company’s outside counsel. The policy prohibits short sales of our company’s securities by any director or employee. We do not have a policy that specifically prohibits our directors or executive officers from hedging the economic risk of share ownership.
Compensation Committee Report
The compensation committee has reviewed the Compensation Discussion and Analysis above and discussed it with management. Based on such review and discussions, the compensation committee recommended to our board of directors that the Compensation Discussion and Analysis be included in this proxy statement.
Submitted by the Members of the
Compensation Committee:
John P.Andrew J. Cole Jr.
Larry E. Romrell
JC Sparkman (chairman)




Summary Compensation
The following table sets forth information concerning the compensation of our named executive officers for fiscal years 2015, 20142018, 2017 and 2013.2016. As discussed in the footnotes and in the —Narrative to Summary Compensation and Grants of Plan-Based Awards Tables below, the values presented in the tables do not always reflect the actual compensation received by our NEOs during the relevant fiscal year. Amounts paid in British pounds sterling or euros, as the case may be, have been converted into U.S. dollars based on the average exchange rate for the applicable year.
Name and Principal Position Year Salary ($) Bonus ($) Stock Awards ($)(1) 
Option Awards
($)(2)
 Non-Equity
Incentive Plan
Compen-sation
($)(3)		 
Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4)
 All Other
Compen-sation
($)(5)		 Total ($) Year Salary ($) Bonus ($) Stock Awards ($)(1) 
Option Awards
($)(2)
 Non-Equity
Incentive Plan
Compen-sation
($)(3)		 
Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4)
 All Other
Compen-sation
($)(5)		 Total ($)
                                    
Michael T. Fries 2015 2,115,000
(6) —
 10,050,959
 7,294,690
 6,991,000
 345,623
 903,903
 27,701,175
 2018 2,091,000
 — 22,330,108
 7,673,644
 — 125,595
 784,041
 33,004,388
Chief Executive Officer & President 2014 1,863,462
 5,000,000
(7)89,299,514
 6,598,919
 7,846,000
 262,417
 1,306,424
 112,176,736
 2017 2,080,750
 — 1,581,319
 8,456,513
 3,835,396
 127,857
 1,019,824
 17,101,659
2013 1,365,385
 — 5,567,374
 34,638,020
 3,960,000
 289,424
 1,031,779
 46,851,982
 2016 2,050,000
 — 24,025,898
 7,383,811
 5,550,000
 113,402
 962,272
 40,085,383
                              
Charles H.R. Bracken 2015 1,037,303
(8) — 3,350,352
 1,796,864
 2,056,000
 —
 130,468
 8,370,987
 2018 1,093,625
(6) — 3,279,584
 2,046,300
 2,208,565
 —
 126,156
 8,754,230
Executive Vice President & Co-Chief Financial Officer (Principal Financial Officer) 2014 1,024,012
(8) — 3,209,838
 1,714,165
 2,452,000
 —
 127,315
 8,527,330
2013 730,926
(8) — 2,435,833
 6,610,946
 1,584,000
 —
 93,089
 11,454,794
                
Executive Vice President & Chief Financial Officer 2017 1,018,250
(6) — 377,693
 6,556,431
 1,047,758
 —
 160,775
 9,160,907
2016 922,062
(6) — 6,406,994
 1,746,336
 1,612,000
 —
 116,720
 10,804,112
              
                              
Bernard G. Dvorak 2015 1,057,500
(9) — 3,350,352
 2,431,692
 2,056,000
(10)214,202
 42,479
 9,152,225
Executive Vice President & Co-Chief Financial Officer (Principal Accounting Officer) 2014 931,731
(9) — 3,209,838
 2,317,581
 2,452,000
(11)74,633
 19,418
 9,005,201
2013 693,192
(9) — 2,435,833
 7,093,581
 1,584,000
(12)13,808
 20,246
 11,840,660
                
                
Bryan H. Hall (7) 2018 1,046,000
(8) — 4,422,577
 1,364,191
 —
 195,980
 19,865
 7,048,613
Executive Vice
President,
General Counsel
& Secretary
 2017 1,040,750
(8) — 399,176
 1,691,289
 1,026,275
(9)200,371
 19,137
 4,376,998
              
                              
Diederik Karsten 2015 889,402
(13) — 3,350,352
 1,796,864
 2,056,000
 —
 57,485
 8,150,103
 2018 972,073
(10) — 4,907,063
 1,705,246
 —
 —
 167,678
 7,752,060
Executive Vice President & Chief Commercial Officer 2014 975,657
(13) — 3,209,838
 1,714,165
 2,452,000
 —
 184,558
 8,536,218
 2017 924,434
(10) — 342,372
 1,777,598
 1,083,079
 —
 161,901
 4,289,384
2013 773,100
(13) — 2,435,833
 6,610,946
 1,584,000
 —
 181,492
 11,585,371
 2016 893,214
(10) — 6,406,994
 1,746,336
 1,612,000
 —
 133,519
 10,792,063
                               
                              
Balan Nair 2015 1,057,500
 — 3,350,352
 2,431,692
 2,056,000
(10)151,837
 35,037
 9,082,418
Executive Vice President & Chief Technology and Innovation Officer 2014 931,731
 — 3,209,838
 2,317,581
 2,452,000
(11)107,873
 45,865
 9,064,888
2013 696,692
(14) — 2,435,833
 7,093,581
 1,584,000
(12)63,454
 93,524
 11,967,084
Enrique Rodriguez 2018 442,308
(11) 1,500,000(12)5,396,431
 1,767,767
 483,909
 —
 45,008
 9,635,423
Executive Vice President & Chief Technology Officer (11)             

             

_______________
(1)
The 2015
(1) The 2018 dollar amounts shown in the “Stock Awards” column reflect the grant date fair value of each NEO’s target 2015 PSUs determined in accordance with Topic 718 of the Financial Accounting Standards Board’s Accounting Standards Codification (FASB ASC 718). The grant date fair value for the maximum achievable 2015 PSU awards (150% of target) would be $15,076,439 for Mr. Fries and $5,025,543 for each of the other NEOs. Earned 2015 PSU awards will vest, subject to forfeiture or acceleration under certain circumstances, in two equal installments on each of April 1, 2017 and October 31, 2017.FASB ASC 718): (A) Each NEO’s target 2018 PSUs. The grant date fair value for the maximum achievable 2018 PSU awards (150% of target) would be $16,351,216 for Mr. Fries, $4,360,381 for Mr. Bracken, $2,906,921 for Mr. Hall, $3,633,651 for Mr. Karsten and $3,633,014 for Mr. Rodriguez. Earned 2018 PSU awards will vest, subject to forfeiture or acceleration under certain circumstances, in two equal installments on each of April 1, 2020 and October 1, 2020. (B) The Liberty Global Class B shares issued to our CEO and the Liberty Global Class A and Liberty Global Class C shares issued to each other NEO for the equity portion of their 2018 annual bonus awards earned by the NEOs under the 2014 Incentive Plan. (C) RSUs based on the Liberty Global Class B shares issued to our CEO and based on the Liberty Global Class A and Liberty Global Class C shares issued to each of the other NEOs representing 12.5% of the gross number of ordinary shares earned under the annual bonus program as noted in (B). (D) With respect to Mr. Rodriguez, also reflects the grant date fair value of RSUs ($2,429,942) issued to him on August 1, 2018, which RSU awards will vest on July 24, 2019. For 2017, the dollar amounts reflect the grant date fair value of each NEO’s Liberty Global Class A and Liberty Global Class C shares issued on March 15, 2018, for the equity portion of their 2017 annual performance bonus awards. For 2016, the dollar amounts reflect the grant date fair value of each NEO’s Target PSUs granted in that year.
(2) The 2018 dollar amounts shown in the “Option Awards” column reflect the estimated grant date fair value at the time of the grant of SAR awards to our NEOs in 2018 determined in accordance with FASB ASC 718. The dollar amounts for the SAR awards granted May 1, 2018, reflect the impact of estimated forfeitures and assume a risk-free interest rate of 2.76%, a volatility rate ranging from 31.08% to 32.14% and an expected term of 4.2 years with respect to Messrs. Fries, Hall, Bracken and Karsten and a risk-free interest rate of 2.85%, a volatility rate ranging from 30.2% to 30.9% and an expected term of 4.2 years with respect to Mr. Rodriguez. The differences in the grant date fair value of their SARs are attributable to the different grant dates. The May 1, 2018 SAR awards vest 12.5% on November 1, 2018 and thereafter in 14 equal quarterly installments commencing February 1, 2019. The August 1, 2018 SAR awards vest 12.5% on February 1, 2019 and thereafter in 14 equal quarterly installments commencing May 1, 2019. All SAR awards have a seven year term.
(2)The 2015 dollar amounts shown in the “Option Awards” column reflect the grant date fair value of SAR awards granted to our NEOs in 2015 determined in accordance with FASB ASC 718. The dollar amounts for the SAR awards exclude the impact of estimated forfeitures and assume a risk-free interest rate of 1.73%, a volatility rate of 30.1% and an expected term of 5.5 years with respect to Messrs. Fries, Dvorak and Nair and a risk-free interest rate of 1.40%, a volatility rate of 25.1% and an expected term of 4.3 years with respect to Messrs. Bracken and Karsten. Messrs. Bracken, Dvorak, Karsten and Nair were each granted the same number of SAR awards in 2015. The differences in the grant date fair value of their SARs are attributable to the different valuation assumptions described above, which were applied based on their respective home countries. The SAR awards vest 12.5% on November 1, 2015 and thereafter in 14 equal quarterly installments commencing February 1, 2016, and have a seven year term.
(3)The dollar amounts in the “Non-Equity Incentive Plan Compensation” column reflect the cash portion of their annual cash performance bonus awards earned by the NEOs under the applicable equity incentive plan2014 Incentive Plan during the years indicated. For 2015,2018, the compensation committee determined the final award amounts at its March 9, 2016February 21, 2019 meeting. The awards were paid out in March 2016.

(4)2019. The dollar amounts showncompany split the award between shares and cash prior to deductions for applicable withholdings, which are included in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column reflect the above-market value of accrued interest on compensation previously deferred by the applicable NEO under our Deferred Compensation Plan. The above-market value of accrued interest is that portion of the accrued interest equal to the amount that exceeds 120% of the applicable federal long-term rate (with compounding) at the time the interest rate under the Deferred Compensation Plan was set.
(5)The following table provides additional information about the 2015 amounts that appear in the “All Other Compensation” column in the Summary Compensation Table above:above table.

(4) The dollar amounts shown in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column reflect the above-market value of accrued interest on compensation previously deferred by the applicable NEO under our Deferred Compensation Plan. The above-market value of accrued interest is that portion of the accrued interest equal to the amount that exceeds 120% of the applicable federal long-term rate (with compounding) at the time the interest rate under the Deferred Compensation Plan was set.
(5) The following table provides additional information about the 2018 amounts that appear in the “All Other Compensation” column in the Summary Compensation Table above:
Name 401(k)
Plan (a)		 U.K. Defined
Contribution
Plan (b)		 NL Defined Contribution Plan (c) Auto
Allowance		 Miscellaneous (d) Total 401(k)
Plan (a)		 U.K. Defined
Contribution
Plan (b)		 NL Defined Contribution Plan (c) Auto
Allowance		 Miscellaneous (d) Total
                        
Michael T. Fries $—
 $—
 $—
 $—
 $903,903
 $903,903
 $—
 $—
 $—
 $—
 $784,041
 $784,041
Charles H.R. Bracken $—
 $107,454
 $—
 $22,148
 $866
 $130,468
 $—
 $103,250
 $—
 $19,333
 $3,573
 $126,156
Bernard G. Dvorak $18,000
 $—
 $—
 $—
 $24,479
 $42,479
Bryan H. Hall $18,500
 $—
 $—
 $—
 $1,365
 $19,865
Diederik Karsten $—
 $—
 $35,418
 $18,024
 $4,043
 $57,485
 $—
 $—
 $149,080
 $18,598
 $—
 $167,678
Balan Nair $18,000
 $—
 $—
 $—
 $17,037
 $35,037
Enrique Rodriguez $18,500
 $—
 $—
 $—
 $26,508
 $45,008
_______________
(a)Represents matching employer contributions made under the 401(k) Plan. Under the 401(k) Plan, participants may make contributions annually, subject to U.S. federal limits, and LGI makes a matching contribution equal to 100% of the participant’s contribution up to the lesser of the federal limit on contributions or 10% of their cash compensation (excluding awards under Liberty Global’s incentive plans). Voluntary catch-up contributions permitted under U.S. federal law for persons age 50 or older, however, are not matched. Messrs. Fries Dvorak and NairHall are fully vested in their respective 401(k) Plan accounts.
(b)Represents defined contribution retirement benefit costs, part of which are paid as employer contributions pursuant tointo the Liberty Global Group Pension Plan in the U.K. Under this plan,and part of which are paid in the form of a taxable cash allowance. Liberty Global Europe Ltd. retainssponsors a plan provider that assists participating U.K. employees with establishing individual pension plans, which are defined contribution personal retirement savings plans. The employee makes monthlyplan under which it provides matching contributions on a 1 to their individual pension plan while the employer makes matching monthly contributions1 basis up to a maximum of 10% of the participant’s monthly base salary. For Mr. Bracken the employerhas elected to contribute 10% of his base salary and is therefore entitled to receive a matching company contribution isequal to 10% of his base salary. The participant’sHowever, the annual amount of contributions are not capped althoughwhich can be paid into a retirement plan on a tax efficient basis in the tax benefitsU.K. is limited to £10,000 ($13,337) per annum for employee and company contributions combined for Mr. Bracken. On that basis, Liberty Global allows him and other employees similarly impacted, to contribute £5,000 ($6,668) to the participant are significantly less if such participant’s annual contributions exceed £40,000pension plan which is then matched by a £5,000 ($61,114) or a lifetime6,668) company contribution. The difference between the 10% of his base salary which would have otherwise been paid into the pension plan as employer contribution, in excess of £1.25 millionand the £5,000 ($1.9 million), as such limits may be changed by the U.K. government from time to time. Once the combined pension contributions are equal6,668) company contribution remitted to the annual allowance, provided that the employeepension plan, is making an annual contribution of £20,000 ($30,557), then the employer pays an annual cash amount equalpaid to 10% of base salary less the £20,000 ($30,557)Mr. Bracken as a taxable pensioncash allowance. Participating U.K. employees, including Mr. Bracken, are fully vested in the employer contributions to their respective pension plans.
(c)
Represents defined contribution retirement benefit costs, part of which are paid as employer contributions pursuant tointo the Dutch Liberty Global Pension Plan in the Netherlands. This isNetherlands and part of which are paid in the form of a defined contribution plan andtaxable cash allowance. Liberty Global B.V., f/k/a Liberty Global Europe B.V. (LG BV), retains an insurance company to execute the Dutch Liberty Global Pension Plan.Plan which is a defined contribution retirement plan. This plan also includes a survivor’s pension and insurance covering a waiver of premium payment into the plan in the case of disability. The employer makes a contribution to each participant’s pension plan equal to a percentage of the participant’s pensionable salary (annual base salary minus an offset), which varies based on age group.according to the participant’s age. The employer also pays the contributions forcost of the insurance provided through the pension plan insurance.plan. In 2015,2018, the Netherlands regulatory agency reducedincreased the cap (and up to a limit of on salary to €100,000€105,075 ($111,001)124,026). For Mr. Karsten, the employer contribution in 2018 is 16.9%21.6% of his pensionableannual base salary up to such salary cap.this cap and minus the aforementioned offset. Any employer contributions that exceed theon his annual base salary in excess of this cap (and up to a limit of €600,000 ($708,215)) are paid as a taxable pension allowance. As a result, the contribution amount for 2018 includes this allowance. In 2015,2018, participants are required to make a contribution of at least 2% of their pensionable base salary to their individual pension plans. Participating Netherlands employees, including Mr. Karsten, are fully vested in the employer contributions to their respective pension plans.
(d)Amounts reflect the following:
Premiums for term life insurance for Messrs. Fries ($1,656)1,247), DvorakHall ($1,656)1,365) and NairRodriguez ($2,007)624) under our group term life insurance benefit plan for U.S. employees.
Premiums for term life insurance for Mr. Bracken ($866)3,573) under Liberty Global Europe Ltd.’s group life assurance policy for U.K. employees.
Payments made on behalf of Mr. Nair under our executive health plan.

Our aggregate incremental cost attributable to personal use of our aircraft or having a personal guest on a business flight by each of the following NEOs is: Mr. Fries ($368,665), Mr. Karsten and Mr. Nair.317,515). Aggregate incremental cost for personal use of our aircraft is determined on a per flight basis and includes fuel, oil, lubricants, hourly costs of aircraft maintenance for the applicable number of flight hours, in-flight food and beverage services, trip-related hangar and tie down costs, landing and parking fees, travel expenses for crew and other variable costs specifically incurred. Aggregate incremental cost for a personal guest is determined based on our average direct variable costs per passenger for fuel and in-flight food and beverage services, plus, when applicable, customs and immigration fees specifically incurred.
The cost of memberships in certain professional organizations for Mr. Fries.
The cost of gifts from us to Messrs. Dvorak and Nair valued at less than $175, plus the related tax gross-up ($150).
The cost of gifts from us to Mr. Fries valued at less than $700, plus the related tax gross-up ($570).
Pursuant to the terms of the Fries Agreement, payment made on behalf of Mr. Fries for professional fees incurred by him, related to the Fries Agreement ($10,342), plus the related tax gross-up ($9,017).
Contributions to several charitable and non-profit organizations made by Liberty Global at the request of Mr. Fries. Such contributions aggregated $501,000$463,500 and are not included in Mr. Fries’ Liberty Global income for tax purposes. Of the organizations that received such contributions, Mr. Fries is a member of the board of fourtwo of the organizations and on the advisory boardeither he or his spouse is a trustee of another organizationthree other organizations to which Liberty Global contributed. The contributions to these organizations were $312,500$286,000 in the aggregate.
Contributions
The cost for ground transportation, food and tours for Mr. Fries’ spouse while in Ireland for the July 2018 board meeting. As described under —Directors Compensation below, director spouses or partners were invited to charitable and non-profit organizationsthis board meeting.
Pursuant to the terms of $17,500 by Liberty Global at the requestemployment agreement with Mr. Rodriguez, payment made on behalf of Mr. Dvorak. In addition, Liberty Global matched $5,000 in charitable contributionsRodriguez for professional fees incurred by Mr. Dvorak through its company-match program, which is openhim related to all employees. Such contributions are not included in Mr. Dvorak’s Liberty Global income forhis employment agreement ($20,000).
The tax purposes.
Contributions to a charitable and non-profit organizationgross-up of $5,000 by Liberty Global at the request$1,884 on payment made on behalf of Mr. Nair. In addition, Liberty Global matched $7,500 in charitable contributions by Mr. Nair through its company-match program, which is openRodriguez for professional fees related to all employees. Such contributions are not included in Mr. Nair’s Liberty Global income for tax purposes.preparation filings.

During 2015,2018, Messrs. Bracken, Fries, DvorakHall and NairRodriguez each used sporting and concert event tickets that resulted in anno incremental cost to us of less than $400 in the case of Mr. Nair.
During 2015, Mr. Bracken used sporting and concert tickets made available generally to all employees of our U.K. offices on a first come, first served basis for which we do not attribute compensation.us.
(6)Amount includes $1,797,750 of Mr. Fries’ 2015 salary, the payments of which Mr. Fries elected to defer pursuant to our Deferred Compensation Plan. Such deferred amount accrues interest at the rate of 9% per annum compounded daily until paid in full. The amount deferred, plus accrued interest, will be paid upon the earlier of December 31, 2019, Mr. Fries’ separation of service or a change in control of Liberty Global.
(7)Represents a $5.0 million commitment bonus paid to Mr. Fries at the time the Fries Agreement was signed in April 2014.
(8)For the years indicated, Mr. Bracken received all or a portion of his salary, perquisites and employee benefits in British pounds, which have been converted for this presentation to U.S. dollars based upon the average exchange rate in effect during each respective year (0.6545(0.7498 for 2015, 0.60742018, 0.7767 for 20142017 and 0.63960.7407 for 2013)2016).
(9)(7)Compensation information has been included for 2018 and 2017 only because Mr. Hall was not a named executive officer in 2016.
(8)Amount includes $560,475$784,500 and $780,563 of Mr. Dvorak’s 2015 salary, $493,817 of Mr. Dvorak’s 2014 salaryHall’s 2018 and $450,575 of Mr. Dvorak’s 20132017 salary, respectively, the payments of which Mr. DvorakHall elected to defer pursuant to our Deferred Compensation Plan. Such deferred amounts accrue interest at the rate of 9%8.5% per annum compounded daily until paid in full. The amounts deferred in 2014 and 2013,2018, plus accrued interest, will be paid in four equal annualtwo installments upon theof 25% on March 1, 2019 and 75% on March 1, 2021, or in each case, if earlier, of Mr. Dvorak’shis separation of service or a change in control of Liberty Global. The amountamounts deferred in 2015, plus accrued interest, will be paid in five equal annual installments upon the earlier of Mr. Dvorak’s separation of service or a change in control of Liberty Global.
(10)The 2015 annual cash performance award amount includes $1,028,000 for each of Mr. Dvorak and Mr. Nair, deferred at their respective elections pursuant to our Deferred Compensation Plan at the time such award was paid in 2016. Such deferred amount, plus accrued interest at the rate of 9% per annum, compounds daily until paid in full. With respect to Mr. Dvorak, the amount deferred,2017, plus accrued interest, will be paid in two equal annual installments upon the earlier ofon January 1, 2019 and January 1, 2020 or a change in control of Liberty Global. With respect to Mr. Nair, the amount deferred, plus accrued interest, will be paid on theeach case, if earlier, of October 19, 2021, his separation of service or a change in control of Liberty Global.

(11)The 2014 annual cash performance award amount includes $1,839,000 for Mr. Dvorak and $1,226,000 for Mr. Nair, deferred at their respective elections pursuant to our Deferred Compensation Plan at the time such award was paid in 2015. Such deferred amount, plus accrued interest at the rate of 9% per annum, compounds daily until paid in full. With respect to Mr. Dvorak, the amount deferred, plus accrued interest, will be paid in four equal annual installments upon the earlier of January 1, 2020 or a change in control of Liberty Global. With respect to Mr. Nair, the amount deferred, plus accrued interest, will be paid on the earlier of July 10, 2022, his separation of service or a change in control of Liberty Global.
(12)(9)The 20132017 annual cash performance bonus award amount includes $792,000$570,180 for each of Mr. Dvorak and Mr. Nair,Hall deferred at their respective electionshis election pursuant to our Deferred Compensation Plan at the time such award was paid in 2014.2018. Such deferred amount, plus accrued interest at the rate of 9%8.5% per annum, compounds daily until paid in full. With respect to Mr. Dvorak, theThe 2017 amount deferred, plus accrued interest, will be paid in fourtwo equal annual installments upon theon January 1, 2019 and March 1, 2021 or in each case, if earlier, of his separation of service or a change in control of Liberty Global. With respect to Mr. Nair, the amount deferred, plus accrued interest, will be paid on the earlier of July 10, 2022, his separation of service or a change in control of Liberty Global.
(13)(10)For the years indicated, Mr. Karsten received all or a portion of his salary, perquisites and employee benefits in euros, which have been converted for this presentation to U.S. dollars based upon the average exchange rate in effect during each respective year (0.9009(0.8472 for 2015, 0.75372018, 0.8852 for 20142017 and 0.75300.9035 for 2013)2016).
(14)(11)Amount includes $139,338Mr. Rodriguez became our Chief Technology Officer in July 2018 and, accordingly, compensation information is only for part of 2018.
(12)Represents a sign-on bonus paid to Mr. Nair’s 2013 salary, the payments of which Mr. Nair elected to defer pursuant to our Deferred Compensation Plan. Such deferred amount accrues interestRodriguez at the rate of 9% per annum compounded daily until paidtime he signed his employment agreement with our company in full. The amount deferred, plus accrued interest, will be paid upon the earlier of January 1, 2017, Mr. Nair’s separation of service or a change in control of Liberty Global.June 2018.

Grants of Plan-Based Awards
The table below sets forth certain information concerning the grants of equity based awards and the annual cash performance bonus awards granted to our named executive officers under the 2014 Incentive Plan during the year ended December 31, 2015,2018, as described below under —Narrative to Summary Compensation and Grants of Plan-Based Awards Table. The actual amount of the 2015 cash2018 annual performance bonus award approved for each named executive officerNEO is reflected in the “Stock Awards” column of the Summary Compensation Table above for the portion paid in shares and RSUs and in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above.above for the portion paid in cash.

 Estimated Possible Payouts Under Non-Equity Incentive Plan Awards Estimated Future Payouts Under Equity Incentive Plan Awards All other Option Awards Number of Securities Underlying Options (#) Exercise or Base Price of Option Awards ($/sh) 
Grant Date Fair Value of Stock & Option Awards
($)
 Estimated Possible Payouts Under Non-Equity Incentive Plan AwardsEstimated Future Payouts Under Equity Incentive Plan Awards
All other Stock Awards; Number of Shares of Stock or Units
 (#)(2)
All other Option Awards; Number of Securities Underlying Options
 (#)
Exercise or Base Price of Option Awards
 ($/sh)
Grant Date Fair Value of Stock & Option Awards
($)
Name Grant Date Threshold ($) Target
($)		 Maximum
($)		 Threshold
(#)		 Target
(#)		 Maximum
(#)		 Grant DateBoard/Committee Action Date
Threshold
($)
Target
($)(1)		Maximum
($)(1)		Threshold(#)Target (#)(1)
Maximum
(#)(1)
                         
Michael T. Fries 03/19/2015 —
 —
 8,500,000
          03/15/201902/21/2018—
—
—
     
Liberty Global Class B03/15/201902/21/2018 —
$10,000,000
$23,625,000
   
Liberty Global Class A 03/19/2015       32,576
 65,152
 97,728
   3,260,702
03/15/2018 76,994
153,988
230,982
 

  
Liberty Global Class C 03/19/2015       65,152
 130,304
 195,456
   6,311,678
03/15/2018 153,988
307,976
461,964
   
LiLAC Class A 03/19/2015       1,629
 3,257
 4,886
   163,005
LiLAC Class C 03/19/2015       3,258
 6,515
 9,773
   315,574
Liberty Global Class A 05/01/2015             157,121
 48.31 2,351,153
05/01/201804/25/2018   294,117
29.882,656,942
Liberty Global Class C 05/01/2015             316,802
 46.86 4,592,516
05/01/201804/25/2018   588,234
28.945,016,702
LiLAC Class A 05/01/2015             7,882
 45.52 117,946
LiLAC Class C 05/01/2015             16,078
 46.52 233,075
Charles H.R. Bracken 03/19/2015 —
 —
 2,500,000
          03/15/201902/21/2018—
2,500,000
2,500,000
     
Liberty Global Class A 03/19/2015       10,859
 21,718
 32,577
   1,086,934
03/15/201902/21/2018 —
—
$1,031,250
   
Liberty Global Class C 03/19/2015       21,718
 43,436
 65,154
   2,103,957
03/15/201902/21/2018 —
—
$2,062,500
   
LiLAC Class A 03/19/2015       543
 1,085
 1,628
 

 54,302
LiLAC Class C 03/19/2015       1,086
 2,171
 3,257
 

 105,159
Liberty Global Class A 05/01/2015             52,376
 48.31 579,175
03/15/2018 20,532
41,064
61,596
   
Liberty Global Class C 05/01/2015             105,606
 46.86 1,131,235
03/15/2018 41,064
82,128
123,192
   
LiLAC Class A 05/01/2015             2,627
 45.52 29,049
LiLAC Class C 05/01/2015             5,359
 46.52 57,405
Bernard G. Dvorak 03/19/2015 —
 —
 2,500,000
          
Liberty Global Class A 03/19/2015       10,859
 21,718
 32,577
   1,086,934
05/01/201804/25/2018   78,431
29.88708,516
Liberty Global Class C 03/19/2015       21,718
 43,436
 65,154
   2,103,957
05/01/201804/25/2018   156,862
28.941,337,784
LiLAC Class A 03/19/2015       543
 1,085
 1,628
 

 54,302
LiLAC Class C 03/19/2015       1,086
 2,171
 3,257
 

 105,159
Bryan H. Hall03/15/201902/21/2018—
—
—
     
Liberty Global Class A 05/01/2015             52,376
 48.31 783,766
03/15/201902/21/2018 —
$937,500$1,968,750   
Liberty Global Class C 05/01/2015             105,606
 46.86 1,530,927
03/15/201902/21/2018 —
$1,875,000$3,937,500   
LiLAC Class A 05/01/2015             2,627
 45.52 39,311
LiLAC Class C 05/01/2015             5,359
 46.52 77,687
Liberty Global Class A03/15/2018 13,68827,37641,064 

  
Liberty Global Class C03/15/2018 27,37654,75282,128 

  
Liberty Global Class A05/01/201804/25/2018   52,287
29.88472,341
Liberty Global Class C05/01/201804/25/2018   104,574
28.94891,850
Diederik Karsten 03/19/2015 —
 —
 2,500,000
          03/15/201902/21/2018     
Liberty Global Class A 03/19/2015       10,859
 21,718
 32,577
   1,086,934
03/15/201902/21/2018 —
$937,500$1,968,750   
Liberty Global Class C 03/19/2015       21,718
 43,436
 65,154
   2,103,957
03/15/201902/21/2018 —
$1,875,000$3,937,500   
LiLAC Class A 03/19/2015       543
 1,085
 1,628
 

 54,302
LiLAC Class C 03/19/2015       1,086
 2,171
 3,257
 

 105,159
Liberty Global Class A 05/01/2015             52,376
 48.31 579,175
03/15/2018 17,110
34,220
51,330
 

  
Liberty Global Class C 05/01/2015             105,606
 46.86 1,131,235
03/15/2018 34,220
68,440
102,660
 

  
LiLAC Class A 05/01/2015             2,627
 45.52 29,049
LiLAC Class C 05/01/2015             5,359
 46.52 57,405
Balan Nair 03/19/2015 —
 —
 2,500,000
          
Liberty Global Class A 03/19/2015       10,859
 21,718
 32,577
   1,086,934
05/01/201804/25/2018   65,359
29.88590,428
Liberty Global Class C 03/19/2015       21,718
 43,436
 65,154
   2,103,957
05/01/201804/25/2018   130,718
28.941,114,817
LiLAC Class A 03/19/2015       543
 1,085
 1,628
 

 54,302
LiLAC Class C 03/19/2015       1,086
 2,171
 3,257
 

 105,159
Enrique Rodriguez03/15/201902/21/2018—
555,000
555,000
     
Liberty Global Class A 05/01/2015             52,376
 48.31 783,766
03/15/201906/28/2018 —
$208,125
$666,000
   
Liberty Global Class C 05/01/2015             105,606
 46.86 1,530,927
03/15/201906/28/2018 —
$416,250
$1,332,000
   
LiLAC Class A 05/01/2015             2,627
 45.52 39,311
LiLAC Class C 05/01/2015             5,359
 46.52 77,687
Liberty Global Class A07/23/201806/28/2018  29,436
  830,978
Liberty Global Class C07/23/201806/28/2018  58,872
  1,598,964
Liberty Global Class A08/01/201807/18/2018 17,107
34,214
51,321
   
Liberty Global Class C08/01/201807/18/2018 34,214
68,428
102,642
   
Liberty Global Class A08/01/201807/18/2018   71,777
28.97612,315
Liberty Global Class C08/01/201807/18/2018   143,554
27.811,155,452
_______________
(1)
Pursuant to the shareholding incentive plan of the 2018 Annual Bonus Program, our NEOs could elect to receive up to 100% of their annual bonus in ordinary shares of Liberty Global in lieu of cash. An NEO who elected to receive shares in respect to their annual bonus also received RSUs equal to 12.5% of the gross number of shares earned under the 2018 Annual Bonus Program as more fully described in —Elements of Our Compensation Packages—Annual Performance Bonus Awards above. In addition, any bonus payout above the target amount as a result of an APR greater than 1.0 was payable in Liberty Global ordinary shares. The RSUs will vest on March 1, 2020, provided the NEO holds all of the shares issued in respect to the 2018 Annual Bonus Program through that period.
(2)With respect to Mr. Rodriguez, consists of a sign-on grant of RSUs split on a 1:2 ratio between Liberty Global Class A shares and Liberty Global Class C shares.


Narrative to Summary Compensation and Grants of Plan-Based Awards Table
The amounts reported for 20152018 in the Summary Compensation Table include salary, annual cash performance awards,bonuses, equity incentive grants, benefits and perquisites as more fully described in —Elements of Our Compensation Packages above. The following discussion focuses on the annual cash performance bonus award component of 20152018 total compensation reflected in the Grants of Plan-Based Awards Table above. Additional information with respect to the other components of 20152018 compensation is provided in the notes to the Summary Compensation Table above. TheAlso discussed are vesting and forfeiture provisions applicable to the 20152018 PSU awards are discussedand RSU awards granted in —Elements of Our Compensation Packages—Equity Incentive Awards above.2018. For information on the effect of a termination or change in control on the 20152018 PSU awards and the RSU awards, see —Potential Payments uponUpon Termination or Change in Controlbelow. below
The maximum achievable amount of the 20152018 annual cash performance bonus awards for each of our NEOs is shown in the Grants of Plan-Based Awards Table under the “Estimated Possible Payouts Under Non-Equity Incentive Plan Awards” column. Because the compensation committee has discretion to pay no award notwithstanding the achievement of the base performance objective, no “threshold” or minimum awards are reflected in the Grants of Plan-Based Awards Table. The amount each NEO actually earned of his 20152018 annual cash performance bonus award is reflected in the Summary Compensation table under “Stock Awards” column for the portion paid in ordinary shares and in the “Non-Equity Incentive Plan Compensation” column for the portion paid in cash. Participants in the 2018 Annual Bonus Program, including the NEOs, could elect all or a portion (in 25% increments) or none of their award paid in shares, with the remainder, if any, paid in cash.
In addition, any bonus payout above the target amount as a result of an APR greater than 1.0 was payable in Liberty Global Class B shares to our CEO and in Liberty Global Class A and Liberty Global Class C shares to our other NEOs pursuant to the shareholding incentive plan. Under the 2018 Annual Bonus Program, our NEOs who elected to receive a portion of their 2018 annual bonus payment in ordinary shares also received Liberty Global Class A and Liberty Global Class C RSUs (or in the case of our CEO, Liberty Global Class B RSUs) equal to 12.5% of the Summary Compensation Table.gross number of shares earned under the 2018 Annual Bonus Program. The RSUs will vest on March 1, 2020, provided the NEO holds all of the shares issued in respect of the 2018 Annual Bonus Program through that period. The 2018 bonus award portion delivered in shares was valued using the closing prices of our Liberty Global Class A and Liberty Global Class C shares as of market close on March 15, 2019. The number of such shares were delivered on a 1:2 basis between our Liberty Global Class A and Liberty Global Class C shares, except for our CEO, where the number of such shares were delivered solely in our Liberty Global Class B shares.
Outstanding Equity Awards at Fiscal Year-End
The table below sets forth certain information concerning options, SARs and restricted shares or RSUs held by our NEOs at year end 2015.2018.

 Option Awards Stock Awards Option Awards Stock Awards
Name Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable 
Option Exercise Price
($)
 Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested ($) Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)  Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable 
Option Exercise Price
($)
 Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested ($) Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)  Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Michael T. Fries                            
Liberty Global Class A 71,370
 —
 12.57
 5/1/2017 81,093
(6) 3,435,099
 65,152
(7) 2,759,839
 45,603
 —
 19.87
 5/1/2019 186,914
(6) 3,988,745
 153,988
(7) 3,286,104
 48,168
 —
 21.26
 5/1/2018 666,667
(8) 28,240,014
 —
 —
 42,988
 —
 29.45
 5/1/2020 

 

    
 39,902
 5,701
(1) 22.85
 5/1/2019         971,587
 —
 27.71
 6/24/2020        
 26,867
 16,121
(2) 33.87
 5/1/2020         201,746
 —
 32.37
 5/1/2021        
 75,654
 126,092
(3) 37.22
 5/1/2021         137,480
 19,641
(1) 42.01
 5/1/2022        
 19,640
 137,481
(4) 48.31
 5/1/2022        
 —
 971,587
(5) 31.87
 6/24/2020        
Liberty Global Class B       666,667
(8) 27,100,014
 —
 —
Liberty Global Class C 71,036
 —
 12.46
 5/1/2017 162,185
(6) 6,612,282
 130,304
(7) 5,312,494
 142,107
 —
 12.35
 5/1/2017        
 47,962
 —
 21.09
 5/1/2018        
 95,916
 —
 20.24
 5/1/2018        
 39,725
 5,676
(1) 22.67
 5/1/2019        
 79,457
 11,351
(1) 21.97
 5/1/2019        
 53,497
 32,099
(2) 31.37
 5/1/2020        
 26,742
 16,046
(2) 33.59
 5/1/2020        
 150,542
 250,904
(3) 35.63
 5/1/2021        
 39,600
 277,202
(4) 46.86
 5/1/2022        
 —
 967,468
(5) 31.61
 6/24/2020        
 —
 1,933,985
(5) 29.88
 6/24/2020        

  Option Awards Stock Awards
Name Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable 
Option Exercise Price
($)
 Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested ($) Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)  Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
LiLAC Class A 3,568
 —
  11.84
 5/1/2017 4,054
(6) 167,714
 3,257
(7) 134,742
  2,408
 —
  20.03
 5/1/2018 33,333
(8) 1,378,986
 —
  —
  1,995
 285
(1) 21.53
 5/1/2019          
  1,343
 806
(2) 31.91
 5/1/2020          
  3,780
 6,302
(3) 35.06
 5/1/2021          
  985
 6,897
(4) 45.52
 5/1/2022          
  —
 48,582
(5) 30.02
 6/24/2020          
LiLAC Class B          33,333
(8) 1,332,653
 —
  —
LiLAC Class C 3,551
 —
  12.37
 5/1/2017 8,109
(6) 348,687
 6,515
(7) 280,145
  7,105
 —
  12.26
 5/1/2017          
  2,397
 —
  20.93
 5/1/2018          
  4,795
 —
  20.09
 5/1/2018          
  1,986
 284
(1) 22.51
 5/1/2019          
  3,972
 568
(1) 21.81
 5/1/2019          
  1,337
 803
(2) 33.35
 5/1/2020          
  2,674
 1,605
(2) 31.14
 5/1/2020          
  7,527
 12,545
(3) 35.37
 5/1/2021          
  2,009
 14,069
(4) 46.52
 5/1/2022          
  —
 48,343
(5) 31.37
 6/24/2020          
  —
 96,687
(5) 29.66
 6/24/2020          
                    
Charles H.R. Bracken                   
Liberty Global Class A 34,911
 4,988
(1) 22.85
 5/1/2019 27,031
(6) 1,145,033
 21,718
(7) 919,974
  23,506
 14,104
(2) 33.87
 5/1/2020          
  25,216
 42,027
(3) 37.22
 5/1/2021          
  6,547
 45,829
(4) 48.31
 5/1/2022          
  —
 170,684
(5) 31.87
 6/24/2020          
Liberty Global Class C 41,956
 —
  21.09
 5/1/2018 54,062
(6) 2,204,108
 43,436
(7) 1,770,886
  83,905
 —
  20.24
 5/1/2018          
  34,756
 4,966
(1) 22.67
 5/1/2019          
  69,519
 9,932
(1) 21.97
 5/1/2019          
  23,396
 14,039
(2) 33.59
 5/1/2020          
  46,805
 28,083
(2) 31.37
 5/1/2020          
  50,176
 83,628
(3) 35.63
 5/1/2021          
  13,200
 92,406
(4) 46.86
 5/1/2022          
  —
 169,960
(5) 31.61
 6/24/2020          
  —
 339,754
(5) 29.88
 6/24/2020          
LiLAC Class A 2,106
 —
  20.03
 5/1/2018 1,351
(6) 55,891
 1,085
(7) 44,886
  1,745
 250
(1) 21.53
 5/1/2019          
  1,175
 705
(2) 31.91
 5/1/2020          
  1,260
 2,100
(3) 35.06
 5/1/2021          
  328
 2,299
(4) 45.52
 5/1/2022          
  —
 8,531
(5) 30.02
 6/24/2020          
LiLAC Class C 2,097
 —
  20.93
 5/1/2018 2,703
(6) 116,229
 2,171
(7) 93,353
  4,194
 —
  20.09
 5/1/2018          
  Option Awards Stock Awards
Name Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable 
Option Exercise Price
($)
 Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested ($) Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)  Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
  132,426
 79,456
(2) 32.81
 5/1/2023          
  85,437
 142,395
(3) 35.69
 5/1/2024          
  36,764
 257,353
(4) 29.88
 5/1/2025          
Liberty Global Class C 45,401
 —
  19.61
 5/1/2019 373,829
(6) 7,715,831
 307,976
(7) 6,356,625
  90,808
 —
  19.00
 5/1/2019          
  42,788
 —
  29.05
 5/1/2020          
  85,596
 —
  27.13
 5/1/2020          
  967,468
 —
  27.34
 6/24/2020          
  1,933,985
 —
  25.84
 6/24/2020          
  401,446
 —
  30.81
 5/1/2021          
  277,201
 39,601
(1) 40.52
 5/1/2022          
  264,852
 158,912
(2) 31.65
 5/1/2023          
  170,874
 284,790
(3) 34.80
 5/1/2024          
  73,529
 514,705
(4) 28.94
 5/1/2025          
Charles H.R. Bracken                   
Liberty Global Class A 39,899
 —
  19.87
 5/1/2019 49,844
(6) 1,063,671
 41,064
(7) 876,306
  37,610
 —
  29.45
 5/1/2020          
  170,684
 —
  27.71
 6/24/2020          
  67,243
 —
  32.37
 5/1/2021          
  45,829
 6,547
(1) 42.01
 5/1/2022          
  37,835
 22,701
(2) 32.81
 5/1/2023          
  55,555
 111,111
(5) 37.45
 2/21/2024          
  21,359
 35,599
(3) 35.69
 5/1/2024          
  9,803
 68,628
(4) 29.88
 5/1/2025          
Liberty Global Class C 39,722
 —
  19.61
 5/1/2019 99,688
(6) 2,057,560
 82,128
(7) 1,695,122
  79,451
 —
  19.00
 5/1/2019          
  74,888
 —
  27.13
 5/1/2020          
  37,435
 —
  29.05
 5/1/2020          
  169,960
 —
  27.34
 6/24/2020          
  339,754
 —
  25.84
 6/24/2020          
  133,804
 —
  30.81
 5/1/2021          
  92,405
 13,201
(1) 40.52
 5/1/2022          
  75,670
 45,402
(2) 31.65
 5/1/2023          
  111,111
 222,223
(5) 36.32
 2/21/2024          
  42,718
 71,198
(3) 34.80
 5/1/2024          
  19,607
 137,255
(4) 28.94
 5/1/2025          
Bryan H. Hall                   
Liberty Global Class A 22,797
 —
  19.87
 5/1/2019 39,875
(6) 850,933
 27,376
(7) 584,204
  45,660
 —
  29.45
 5/1/2020          
  170,684
 —
  27.71
 6/24/2020          
  53,794
 —
  32.37
 5/1/2021          
  36,665
 5,238
(1) 42.01
 5/1/2022          
  30,268
 18,162
(2) 32.81
 5/1/2023          
  17,087
 28,479
(3) 35.69
 5/1/2024          

  Option Awards Stock Awards
Name Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable 
Option Exercise Price
($)
 Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested ($) Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)  Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
  1,737
 249
(1) 22.51
 5/1/2019          
  3,475
 497
(1) 21.81
 5/1/2019          
  1,170
 702
(2) 33.35
 5/1/2020          
  2,340
 1,404
(2) 31.14
 5/1/2020          
  2,508
 4,182
(3) 35.37
 5/1/2021          
  669
 4,690
(4) 46.52
 5/1/2022          
  —
 8,492
(5) 31.37
 6/24/2020          
  —
 16,985
(5) 29.66
 6/24/2020          
                    
Bernard G. Dvorak                   
Liberty Global Class A 62,456
 —
  12.57
 5/1/2017 27,031
(6) 1,145,033
 21,718
(7) 919,974
  42,136
 —
  21.26
 5/1/2018          
  34,911
 4,988
(1) 22.85
 5/1/2019          
  23,506
 14,104
(2) 33.87
 5/1/2020          
  25,216
 42,027
(3) 37.22
 5/1/2021          
  6,547
 45,829
(4) 48.31
 5/1/2022          
  —
 170,684
(5) 31.87
 6/24/2020          
Liberty Global Class C 62,164
 —
  12.46
 5/1/2017 54,062
(6) 2,204,108
 43,436
(7) 1,770,886
  124,358
 —
  12.35
 5/1/2017          
  41,956
 —
  21.09
 5/1/2018          
  83,905
 —
  20.24
 5/1/2018          
  34,756
 4,966
(1) 22.67
 5/1/2019          
  69,519
 9,932
(1) 21.97
 5/1/2019          
  23,396
 14,039
(2) 33.59
 5/1/2020          
  46,805
 28,083
(2) 31.37
 5/1/2020          
  50,176
 83,628
(3) 35.63
 5/1/2021          
  13,200
 92,406
(4) 46.86
 5/1/2022          
  —
 169,960
(5) 31.61
 6/24/2020          
  —
 339,754
(5) 29.88
 6/24/2020          
LiLAC Class A 3,122
 —
  11.84
 5/1/2017 1,351
(6) 55,891
 1,085
(7) 44,886
  2,106
 —
  20.03
 5/1/2018          
  1,745
 250
(1) 21.53
 5/1/2019          
  1,175
 705
(2) 31.91
 5/1/2020          
  1,260
 2,100
(3) 35.06
 5/1/2021          
  328
 2,299
(4) 45.52
 5/1/2022          
  —
 8,531
(5) 30.02
 6/24/2020          
LiLAC Class C 3,108
 —
  12.37
 5/1/2017 2,703
(6) 116,229
 2,171
(7) 93,353
  6,217
 —
  12.26
 5/1/2017          
  2,097
 —
  20.93
 5/1/2018          
  4,194
 —
  20.09
 5/1/2018          
  1,737
 249
(1) 22.51
 5/1/2019          
  3,475
 497
(1) 21.81
 5/1/2019          
  1,170
 702
(2) 33.35
 5/1/2020          
  2,340
 1,404
(2) 31.14
 5/1/2020          
  2,508
 4,182
(3) 35.37
 5/1/2021          

  Option Awards Stock Awards
Name Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable 
Option Exercise Price
($)
 Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested ($) Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)  Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
  669
 4,690
(4) 46.52
 5/1/2022          
  —
 8,492
(5) 31.37
 6/24/2020          
  —
 16,985
(5) 29.66
 6/24/2020          
Diederik Karsten               

   
Liberty Global Class A 8,138
 —
  7.64
 5/1/2016 27,031
(6) 1,145,033
 21,718
(7) 919,974
  7,302
 —
  6.74
 5/1/2016          
  19,510
 —
  12.57
 5/1/2017          
  42,136
 —
  21.26
 5/1/2018          
  34,911
 4,988
(1) 22.85
 5/1/2019          
  23,506
 14,104
(2) 33.87
 5/1/2020          
  25,216
 42,027
(3) 37.22
 5/1/2021          
  6,547
 45,829
(4) 48.31
 5/1/2022          
  —
 170,684
(5) 31.87
 6/24/2020          
Liberty Global Class C 8,101
 —
  7.58
 5/1/2016 54,062
(6) 2,204,108
 43,436
(7) 1,770,886
  16,202
 —
  7.55
 5/1/2016          
  7,270
 —
  6.69
 5/1/2016          
  14,538
 —
  6.61
 5/1/2016          
  19,418
 —
  12.46
 5/1/2017          
  38,847
 —
  12.35
 5/1/2017          
  41,956
 —
  21.09
 5/1/2018          
  83,905
 —
  20.24
 5/1/2018          
  34,756
 4,966
(1) 22.67
 5/1/2019          
  69,519
 9,932
(1) 21.97
 5/1/2019          
  23,396
 14,039
(2) 33.59
 5/1/2020          
  46,805
 28,083
(2) 31.37
 5/1/2020          
  50,176
 83,628
(3) 35.63
 5/1/2021          
  13,200
 92,406
(4) 46.86
 5/1/2022          
  —
 169,960
(5) 31.61
 6/24/2020          
  —
 339,754
(5) 29.88
 6/24/2020          
LiLAC Class A 406
 —
  7.19
 5/1/2016 1,351
(6) 55,891
 1,085
(7) 44,886
  365
 —
  6.35
 5/1/2016          
  975
 —
  11.84
 5/1/2017          
  2,106
 —
  20.03
 5/1/2018          
  1,745
 250
(1) 21.53
 5/1/2019          
  1,175
 705
(2) 31.91
 5/1/2020          
  1,260
 2,100
(3) 35.06
 5/1/2021          
  328
 2,299
(4) 45.52
 5/1/2022          
  —
 8,531
(5) 30.02
 6/24/2020          
LiLAC Class C 405
 —
  7.52
 5/1/2016 2,703
(6) 116,229
 2,171
(7) 93,353
  810
 —
  7.50
 5/1/2016          
  363
 —
  6.64
 5/1/2016          
  726
 —
  6.56
 5/1/2016          
  970
 —
  12.37
 5/1/2017          
  1,942
 —
  12.26
 5/1/2017          
  2,097
 —
  20.93
 5/1/2018          

  Option Awards Stock Awards
Name Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable 
Option Exercise Price
($)
 Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested ($) Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)  Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
  4,194
 —
  20.09
 5/1/2018          
  1,737
 249
(1) 22.51
 5/1/2019          
  3,475
 497
(1) 21.81
 5/1/2019          
  1,170
 702
(2) 33.35
 5/1/2020          
  2,340
 1,404
(2) 31.14
 5/1/2020          
  2,508
 4,182
(3) 35.37
 5/1/2021          
  669
 4,690
(4) 46.52
 5/1/2022          
  —
 8,492
(5) 31.37
 6/24/2020          
  —
 16,985
(5) 29.66
 6/24/2020          
                    
Balan Nair                   
Liberty Global Class A 26,767
 —
  12.57
 5/1/2017 27,031
(6) 1,145,033
 21,718
(7) 919,974
  42,136
 —
  21.26
 5/1/2018          
  34,911
 4,988
(1) 22.85
 5/1/2019          
  23,506
 14,104
(2) 33.87
 5/1/2020          
  25,216
 42,027
(3) 37.22
 5/1/2021          
  6,547
 45,829
(4) 48.31
 5/1/2022          
  —
 170,684
(5) 31.87
 6/24/2020          
Liberty Global Class C 26,641
 —
  12.46
 5/1/2017 54,062
(6) 2,204,108
 43,436
(7) 1,770,886
  53,296
 —
  12.35
 5/1/2017          
  41,956
 —
  21.09
 5/1/2018          
  83,905
 —
  20.24
 5/1/2018          
  34,756
 4,966
(1) 22.67
 5/1/2019          
  69,519
 9,932
(1) 21.97
 5/1/2019          
  23,396
 14,039
(2) 33.59
 5/1/2020          
  46,805
 28,083
(2) 31.37
 5/1/2020          
  50,176
 83,628
(3) 35.63
 5/1/2021          
  13,200
 92,406
(4) 46.86
 5/1/2022          
  —
 169,960
(5) 31.61
 6/24/2020          
  —
 339,754
(5) 29.88
 6/24/2020          
LiLAC Class A 1,338
 —
  11.84
 5/1/2017 1,351
(6) 55,891
 1,085
(7) 44,886
  2,106
 —
  20.03
 5/1/2018          
  1,745
 250
(1) 21.53
 5/1/2019          
  1,175
 705
(2) 31.91
 5/1/2020          
  1,260
 2,100
(3) 35.06
 5/1/2021          
  328
 2,299
(4) 45.52
 5/1/2022          
  —
 8,531
(5) 30.02
 6/24/2020          
LiLAC Class C 1,332
 —
  12.37
 5/1/2017 2,703
(6) 116,229
 2,171
(7) 93,353
  2,664
 —
  12.26
 5/1/2017          
  2,097
 —
  20.93
 5/1/2018          
  4,194
 —
  20.09
 5/1/2018          
  1,737
 249
(1) 22.51
 5/1/2019          
  3,475
 497
(1) 21.81
 5/1/2019          
  1,170
 702
(2) 33.35
 5/1/2020          
  2,340
 1,404
(2) 31.14
 5/1/2020          
  2,508
 4,182
(3) 35.37
 5/1/2021          

  Option Awards Stock Awards
Name Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable 
Option Exercise Price
($)
 Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested ($) Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)  Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
  669
 4,690
(4) 46.52
 5/1/2022          
  —
 8,492
(5) 31.37
 6/24/2020          
  —
 16,985
(5) 29.66
 6/24/2020          
  Option Awards Stock Awards
Name Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable 
Option Exercise Price
($)
 Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested ($) Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)  Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
  6,535
 45,752
(4) 29.88
 5/1/2025          
Liberty Global Class C 22,696
 —
  19.61
 5/1/2019 79,750
(6) 1,646,040
 54,752
(7) 1,130,081
  45,396
 —
  19.00
 5/1/2019          
  45,448
 —
  29.05
 5/1/2020          
  90,917
 —
  27.13
 5/1/2020          
  169,960
 —
  27.34
 6/24/2020          
  339,754
 —
  25.84
 6/24/2020          
  107,043
 —
  30.81
 5/1/2021          
  73,928
 10,562
(1) 40.52
 5/1/2022          
  60,537
 36,323
(2) 31.65
 5/1/2023          
  34,174
 56,958
(3) 34.80
 5/1/2024          
  13,071
 91,503
(4) 28.94
 5/1/2025          
Diederik Karsten               

   
Liberty Global Class A 39,899
 —
  19.87
 5/1/2019 49,844
(6) 1,063,671
 34,220
(7) 730,255
  37,610
 —
  29.45
 5/1/2020          
  170,684
 —
  27.71
 6/24/2020          
  67,243
 —
  32.37
 5/1/2021          
  45,829
 6,547
(1) 42.01
 5/1/2022          
  37,835
 22,701
(2) 32.81
 5/1/2023          
  21,359
 35,599
(3) 35.69
 5/1/2024          
  8,169
 57,190
(4) 29.88
 5/1/2025          
Liberty Global Class C 39,722
 —
  19.61
 5/1/2019 99,688
(6) 2,057,560
 68,440
(7) 1,412,602
  79,451
 —
  19.00
 5/1/2019          
  37,435
 —
  29.05
 5/1/2020          
  74,888
 —
  27.13
 5/1/2020          
  169,960
 —
  27.34
 6/24/2020          
  339,754
 —
  25.84
 6/24/2020          
  133,804
 —
  30.81
 5/1/2021          
  92,405
 13,201
(1) 40.52
 5/1/2022          
  75,670
 45,402
(2) 31.65
 5/1/2023          
  42,718
 71,198
(3) 34.80
 5/1/2024          
  16,339
 114,379
(4) 28.94
 5/1/2025          
Enrique Rodriguez                   
Liberty Global Class A —
 71,777
(8) 28.97
 8/1/2025 29,436
(9) 628,164
 34,214
(7) 730,127
Liberty Global Class C —
 143,554
(8) 27.81
 8/1/2025 58,872
(9) 1,215,118
 68,428
(7) 1,412,354
_______________
(1)Vests in 2 equal remaining quarterly installments fromon February 1, 2016 to2019 and May 1, 2016.2019, respectively.
(2)Vests in 6 equal remaining quarterly installments from February 1, 20162019 to May 1, 2017.2020.
(3)Vests in 10 equal remaining quarterly installments from February 1, 20162019 to May 1, 2018.2021.
(4)Vests in 14 equal remaining quarterly installments from February 1, 20162019 to May 1, 2019.2022.
(5)Represents the earned PSARs of the 2013 Challenge Awards, which will vestVests in two equal remaining annual installments on June 24, 2016.March 15, 2019 and March 15, 2020, respectively.

(6)
Represents the number of Liberty Global Class A and Liberty Global Class C LiLAC Class A and LiLAC Class C shares underlying 20142016 PSUs that were actually earned by each of our NEOs as determined by the compensation committee in February 2016.2019. These awards were then converted to time-vested RSUs vesting in two equal installments on April 1, 20162019 and October 1, 2016.2019, respectively. See ——Elements of Our Compensation Packages—Packages—Equity Incentive Awards—Awards—Decisions for 20142016 PSUsabove.
(7)Represents the target number of Liberty Global Class A shares and Liberty Global Class C LiLAC Class A and LiLAC Class C shares, underlying 20152018 PSUs that may be earned by each of our NEOs. If earned, the 20152018 PSUs will vest in two equal installments on April 1, 20172020 and October1, 2017,October 1, 2020, respectively.
(8)Vests with respect to 12.5% on February 1, 2019 and thereafter in 14 equal quarterly installments from May 1, 2019 to August 1, 2022.
(9)Represents the number of Liberty Global Class A shares and Liberty Global Class B, LiLAC Class A and LiLAC Class BC shares, underlying the CEO Performance Award (as defined below) that was earned byRSUs granted when Mr. Rodriguez became our CEO as determined by the compensation committee in December 2014.chief technology officer. These awards were then converted to time-vested RSUs vesting in three equal annual installmentswill vest on March 15, 2015, 2016 and 2017.July 24, 2019.

Option Exercises and Shares Vested
The table below sets forth certain information concerning each exercise of options or SARs by and each vesting of restricted shares or RSUs of, our named executive officers during the year ended December 31, 2015.2018.

  Option Awards Stock Awards
Name Number of
Shares Acquired
on Exercise (#)		 Value Realized
on Exercise ($)(1)		 Number of
Shares Acquired
on Vesting (#)(2)		 Value Realized
on Vesting ($)(1)
            
Michael T. Fries           
Liberty Global Class A —
  —
  366,591

 18,899,927
Liberty Global Class B —
  —
  333,333

 18,126,649
Liberty Global Class C —
  —
  99,774
  4,531,236
LiLAC Class A —
  —
  831
  27,996
LiLAC Class C —
  —
  2,493
  85,360
            
Charles H.R. Bracken           
Liberty Global Class A 42,136
(3) 1,277,564
  19,401
  915,820
Liberty Global Class C —
  —
  58,204
  2,643,326
LiLAC Class A —
  —
  485
  16,340
LiLAC Class C —
  —
  1,455
  49,819
            
Bernard G. Dvorak           
Liberty Global Class A —
  —
  19,401

 915,820
Liberty Global Class C —
  —
  58,204
  2,643,326
LiLAC Class A —
  —
  485
  16,340
LiLAC Class C —
  —
  1,455
  49,819
            
Diederik Karsten           
Liberty Global Class A —
  —
  19,401
  915,820
Liberty Global Class C —
  —
  58,204
  2,643,326
LiLAC Class A —
  —
  485
  16,340
LiLAC Class C —
  —
  1,455
  49,819
            
Balan Nair           
Liberty Global Class A —
  —
  19,401

 915,820
Liberty Global Class C —
  —
  58,204

 2,643,326
LiLAC Class A —
  —
  485
  16,340
LiLAC Class C —
  —
  1,455
  49,819
  Option Awards
Name Number of
Shares Acquired
on Exercise (#)		 Value Realized
on Exercise ($)(1)
      
Michael T. Fries     
Liberty Global Class A 48,168
(2) 548,634
Liberty Global Class C 143,878
(2) 1,609,513
      
      
Diederik Karsten     
Liberty Global Class A 42,136
(3) 479,929
Liberty Global Class C 125,861
(3) 1,407,963
      
_______________
(1)Value reflects the aggregate amount of awards for the applicable class of shares exercised or vested in 2015.2018.
(2)Includes shares withheld by us to pay the minimum withholding tax due upon vesting of the RSUs in 2015.
(3)Consists of Liberty Global Class A shares and Liberty Global Class C shares subject to SARs, which were exercised at the electionautomatically upon expiration of Mr. Bracken.their term. The actual number of shares issued to Mr. BrackenFries upon exercise of these SARs, after taking into account the spread between the base price and the closing market price and giving effect to the withholding of shares for taxes was 13,127 Old10,285 Liberty Global Class A shares and 31,155 Liberty Global Class C shares.
(3)Consists of Liberty Global Class A shares and Liberty Global Class C shares subject to SARs, which were exercised automatically upon expiration of their term. The actual number of shares issued to Mr. Karsten upon exercise of these SARs, after taking into account the spread between the base price and the closing market price and giving effect to the withholding of shares for taxes was 7,717 Liberty Global Class A shares and 23,376 Liberty Global Class C shares.
Deferred Compensation Plan
The Deferred Compensation Plan became effective with respect to compensation payable in 2009. Officers of Liberty Global or its subsidiary LGI, who are also U.S. taxpayers, may participate in the Deferred Compensation Plan. Each designated participant may elect to defer all or any portion of his or her (1) annual cash performance award,bonus paid in cash, (2) annual salary up to limits specified by the compensation committee (currently 90%) and (3) award, if any, under a current or future multi-year performance award arrangement.

Initially cashCash compensation deferred under the Deferred Compensation Plan was credited with interest at the rate of 9% per year, compounded quarterly at the end of each calendar quarterdaily (the credited interest fund). In setting the interest rate, our compensation committee reviewedreviews data on the implied yields of our significant bank debt and outstanding bonds, as well as credit market conditions. The compensation committee reserved the right to change the interest rate in the future, provided that any decreases in the rate will apply only to deferred elections that become irrevocable after the new rate is set. Commencing withIn its 2016 annual review, the compensation committee adjusted the rate to 8.5%. This new rate applies to compensation deferred in 2013, such rate is compounded daily in order to facilitate better administration on an online platform. The compensation committee made no modification to this rate in its 2015 annual review.after December 31, 2016. Deferred equity awards will not be credited with interest, but will be adjusted for splits, combinations, dividends or distributions. If the compensation committee approves the establishment of one or more phantom investment funds for purposes of the Deferred Compensation Plan, a participant may, but will not be obligated to, elect one or more of such phantom investment funds as the measurement fund for the purpose of calculating notional earnings, losses and other relevant amounts to be credited to or deducted from all or a portion of his or her deferred compensation instead of the credited interest fund.
The Deferred Compensation Plan provides our compensation committee with the discretion to terminate the Deferred Compensation Plan within 12 months of certain change-in-control events and distribute each participant’s account balance. Otherwise, the amount of compensation deferred will be distributed in a lump sum or in up to three installments upon the date or dates selected by the participant, or in up to five equal annual installments, or in a lump sum when the participant ceases to be an employeeexperiences a separation of our company.service with the employer. At the participant’s request, if the compensation committee determines that such participant has suffered a financial hardship, it may authorize immediate distribution of all or a portion of his or her account balance. The compensation committee has reserved the right to terminate the Deferred Compensation Plan at any time. Such an optional termination will not result in accelerated distributions.
Of our NEOs, only Mr.Messrs. Fries Mr. Dvorak and Mr. NairHall, each a U.S. taxpayer, have deferred compensation under the Deferred Compensation Plan. The table below sets forth certain information concerning the deferred compensation of these officers at year end 2015.2018.
Name Executive Contribution in Last FY Aggregate Earnings in Last FY (1) Aggregate Withdrawals / Distributions Aggregate Balance at Last FYE  Executive Contribution in Last FY ($) Aggregate Earnings in Last FY (1)($) Aggregate Withdrawals / Distributions ($)Aggregate Balance at Last FYE ($) 
              
Michael T. Fries $1,797,750
(2) $486,807
 $4,700,015
 $1,880,081
(3) —
 211,941
—
—
—
2,462,756
(2)
Bernard G. Dvorak $2,399,475
(4) $340,452
 $—
 $4,619,915
(5)
Balan Nair $1,226,000
(6) $238,806
 $604,515
 $2,421,069
(7)
Bryan H. Hall 1,354,680
(3) 292,963
 1,561,076
 4,013,212
(4)
_______________
(1)Of these amounts, the following were reported in the Summary Compensation Table as above-market earnings that were credited to the NEO’s account during 2015:2018:
Name Amount
   
Michael T. Fries $345,623
Bernard G. Dvorak $214,202
Balan Nair $151,837
NameAmount ($)
Michael T. Fries125,595
Bryan H. Hall195,980
(2)Consists ofIncludes salary contributed in 2015.
(3)Includes salary of $784,500 and annual performance bonus award of $570,180 contributed in 2015.2018.
(4)Includes salary of $560,475 and annual cash performance award of $1,839,000 contributed in 2015.
(5)Includes salary contributed as follows: $450,575$780,563 in 2013; $493,8172017 and $784,500 in 2014 and $560,475 in 2015.2018. Also, includes annual cash performance awards contributed as follows: $792,000 in 2014 and $1,839,000 in 2015.
(6)Consists of annual cash performancebonus award $1,450,800 contributed in 2015.
(7)Includes salary of $139,3382017 and $570,181 contributed in 2013 and annual cash performance awards of $792,000 contributed in 2014 and $1,226,000 contributed in 2015.2018.

Employment and Other Agreements
On April 30, 2014, we entered into the Fries AgreementWe have employment agreements with Mr. Fries to serve as our CEO.CEO, Mr. Bracken to serve as our chief financial officer and with Mr. Rodriguez to serve as our chief technology officer. We do not presently have an employment agreementsagreement with Messrs. Dvorak or NairMr. Hall or any of our other U.S.-based executive officers. As is customaryIn connection with Mr. Karsten’s resignation as our chief commercial officer, we entered into a settlement agreement in accordance with the U.K. and theSocial Plan applicable to our Netherlands we have employment agreements with each of Mr. Bracken and Mr. Karsten.
employees. We have not otherwise adopted a severance policy covering our executive officers. Each of our NEOs also holds equity awards granted under the 2014 Incentive Plan and the 2005 Incentive Plan. These plans are described below under Incentive Plans.

Michael T. Fries
Introduction. In 2014, our board of directors and the compensation committee determined that it was in our company’s best interest to enter into an employment agreement with Mr. Fries to serve as our CEO in order to promote stability in management, secure his services for the long term, implement appropriate restrictive covenants and recognize his outstanding performance and our company’s success under his leadership. Mr. Fries was not previously subject to an employment agreement with us.
On April 30, 2019, upon expiration of the initial five-year term of the employment agreement (the Original Fries Agreement), we amended and restated that agreement to provide for a new five-year term on substantially similar terms as the original arrangement (the Fries Agreement). Mr. Fries was a co-founder of our company’s predecessor nearly 30 years ago and has been CEO of our company since 2005. Over the last 14 years he has presided over significant growth in our geographic scale, technology and product leadership, residential and B2B subscriber base, revenue, operating cash flow and market capitalization. More recently, Mr. Fries has spearheaded our company’s decision to rebalance its operating platform to create additional shareholder value and strategic optionality with the split-off of its Latin American operations at year end 2017, and the completed or pending disposition of businesses in six of its 12 European countries at an aggregate enterprise value of $31.0 billion and net cash proceeds to our company, when completed, of $16.0 billion. Mr. Fries is uniquely qualified to lead and provide continuity to our company today with three decades of industry experience, an in-depth knowledge of our continuing operating businesses, a demonstrated ability to allocate capital prudently and in the best interests of shareholders, and a track record of significant value creation in core markets.

The renewed agreement is substantially on the same terms as the Original Fries Agreement, including adjustments to salary, bonus and annual equity incentives. The aggregate value of these three annual components together are similar to the Original Fries Agreement beginning in 2020. The sign-on commitment grants in cash and equity were the same as the Original Fries Agreement in both the amount of cash and the number of shares.

Although we are incorporated in the U.K., our ordinary shares are listed and traded on the NASDAQ, Global Select Market, and Mr. Fries is based in Denver, Colorado. Consequently, the compensation for Mr. Fries and the terms of the Fries Agreement are based on U.S. customs and standards as we are competing with U.S. companies for senior management personnel based in the U.S. U.K. law requires that the compensation of our directors (including that of Mr. Fries who is a member of our board of directors), including historical compensation, whether awarded on terms subject to U.S. law or not, be consistent with a compensation policy approved by our shareholders. In accordance with these regulations,applicable U.K. law, our shareholders approved our director compensation policy at the annual general meeting held in 2014,2017, including compensation payable to Mr. Fries pursuant to the terms of the Original Fries Agreement. The directors’ compensation policy is set out in Appendix A of the proxy statement and providing authority for the 2014 annual general meeting, which is available at www.sec.gov or www.libertyglobal.com.compensation committee to renew and amend the terms thereof.
Summary of the Fries Agreement. The initial term of the Fries Agreement became effectiveends on April 30, 2014 and has an initial five-year term ending on April 30, 2019.2024. After the initial term, the Fries Agreement automatically renews for successive one-year terms unless either party provides at least 180 days written notice to the other party of its intention not to renew the term. Notwithstanding the foregoing, the Fries Agreement and Mr. Fries’ employment may be terminated by either party at any time during the initial five-year term or a renewal term.
Mr. Fries’ base salary which was $2.0in the Fries Agreement is $2.5 million in 2014,and is subject to annual increase at the discretion of the compensation committee. Mr. Fries receivedwill receive a cashnew $5.0 million sign-on commitment bonus, consistent with the terms of $5.0 millionthe Original Fries Agreement, within ten days of signing the Fries Agreement.
Upon signing In addition, consistent with the Original Fries Agreement, and as provided therein, Mr. Fries received anwill receive a new sign-on equity commitment award of PSUs of 1,000,000 Old Liberty Global Class A shares and 1,000,000 Oldtwo million Liberty Global Class B shares on May 15, 2019, subject to the satisfaction of certain conditions on that date, which will vest in three installments on May 15 of 2019, 2020 and 2021 (the CEO Performance Award). For the first installment, Mr. Fries must remain employed with us on the one year anniversary of the Fries Agreement or such shares are subject to forfeiture. The remaining installments of the CEO Performance Award wasare subject to the achievement of performance conditions in the immediately preceding calendar year. Mr. Fries must attain at least a “strong” rating (or equivalent) on the individual performance condition measured in 2014 substantially similar to the performance conditioncriteria established for the 2014 annual cash performance award program, except the performance period was for the nine-month period commencing on April 1, 2014. In December 2014,by the compensation committee determinedfor that year, which may contain qualitative and quantitative goals.
Mr. Fries will be entitled to an annual performance bonus award opportunity with a target amount of $15.0 million for 2019, increasing by $250,000 each year. The bonus award for any year during the term of the Fries Agreement is not guaranteed and is dependent upon our company achieving the performance condition had been met and the CEO Performance Award was converted to time-vested RSUs, which vest over a three-year service period. The CEO Performance Award is intended to qualify as “performance-based compensation” under Section 162(m) of the Code.
Mr. Fries’ maximum annual cash performance award opportunity for 2014 of $8.0 million will increase by $500,000 each year, provided that no increase is required if the base performance objective applicable to Mr. Fries’ annual cash performance award is not achievedmetrics in the previous year.year in question and Mr. Fries achieving his individual objectives established by the compensation committee, which may contain qualitative and quantitative goals. There is no guaranteed amount of the annual cash performance bonus award. The actual amount paid to Mr. Fries will depend onhave the achievementopportunity to elect to receive his annual bonus payment in Liberty Global Class A, Class B and/or Class C shares in lieu of qualitative and quantitativecash under the shareholding incentive program of our annual performance objectives, which will be determined each year by the compensation committee.bonus plan.
During the term of the Fries Agreement, Mr. Fries will participateparticipates in our company’s equity compensation programs on the same basis as other executives of our company. Pursuant to these programs, Mr. Fries will beis entitled to receive grants of annual equity awards (the

Annual Equity Awards)Awards). The Annual Equity Awards granted to Mr. Fries may be in the form of PSUs, SARs or other forms of equity as determined by the compensation committee, with the terms and conditions substantially the same as those for our other senior executive officers. TheBeginning in 2020, the target value of thesethe Annual Equity Awards is intended to be based on the target value for similar awards granted in 2014, which had a target value of $15,000,000 for Mr. Fries, and will be increased each$17.5 million, increasing by $1.5 million per year (beginning in 2016) by $2.5 million.during the term of the Fries Agreement. The compensation committee may, however, determine the actual target value

of Annual Equity Awards each year in its sole discretion and may reduce this amount subject to the terms of the Fries Agreement. In connection withWith respect to any shares to be vested, granted or deliverable pursuant to the PSUannual performance bonus award, our company’s annual equity award programs, the CEO Performance Award, or other equity awards, granted to Mr. Fries in 2016, Mr. Fries waived anyhas the right he may haveby notice to a PSU award in 2017.our company to change the class of such ordinary shares to Liberty Global Class A or Liberty Global Class C shares on an equivalent value basis.
In addition to participating in U.S. employee benefit plans and arrangements sponsored by our company for the benefit of its senior executive group, Mr. Fries is entitled to use our company’s aircraft for up to 120 hours of personal use per year, in accordance with the terms of an aircraft time sharing agreement with our company. In addition, our companywe agreed to pay all reasonable legal fees and expenses incurred by Mr. Fries in connection with the negotiation and execution of the Fries Agreement.
If Mr. Fries’ employment is terminated as a result of his death or disability (as defined in the Fries Agreement), Mr. Fries or his heirs, as applicable, will be entitled to receive: (1) Mr. Fries’ accrued but unpaid base salary through the date of termination; (2) any annual cash performance bonus award for a completed year that was earned but not paid as of the date of termination; (3) any accrued but unused vacation leave pay as of the date of termination; (4) any accrued vested benefits under our company’s employee welfare and tax-qualified retirement plans, in accordance with the terms of those plans; and (5) reimbursement of any business expenses (Accrued Benefits)(Accrued Benefits). In addition, (a) our companywe will pay Mr. Fries or his heirs, as applicable, an amount equal to a pro rata portion of the annual cash performance bonus award Mr. Fries would have received for the calendar year of his termination (the Pro-Rata Bonus)Bonus); (b) any options, SARs, orthe CEO Performance Award and other nonperformance based awards will fully vest, with options and SARs remaining exercisable until the earlier of three years from Mr. Fries’ termination or the original expiration of such award; (c) if Mr. Fries’ termination is during a performance period with respect to any PSUs (or other performance based award) that were granted as part of an Annual Equity Award, Mr. Fries will be entitled tovest in a pro-rata amountportion of such awards based on performance throughas provided in the end of the year of Mr. Fries’ terminationapplicable award agreement; and (d) Mr. Fries’ family may elect to continue to receive coverage under our company’s group health benefits plan subject to the terms of such plan or receive COBRA continuation of the group health benefits with premiums paid or reimbursed by our company.
If Mr. Fries is terminated for cause (as defined in the Fries Agreement) or resigns (other than for good reason (as defined in the Fries Agreement)), he will be entitled to receive the Accrued Benefits and Mr. Fries will not be entitled to any other amounts under the Fries Agreement.Agreement.
If Mr. Fries’ employment is involuntarily terminated by our companyus without cause, or if Mr. Fries voluntarily terminates his employment for good reason, Mr. Fries will be entitled to receive: (1) the Accrued Benefits; (2) an amount equal to the Pro-Rata Bonus, subject to achievement of the applicable performance metric; (3) an amount equal to one-twelfth (1/12) of the average annual base salary Mr. Fries was earning in the calendar year of the termination and the immediately preceding calendar year, multiplied by the applicable number of months in the Severance Period (as defined below), which amount shall be paid in substantially equal payments over the course of the Severance Period in accordance with our company’s normal payroll practices during such period; and (4) an amount equal to one-twelfth (1/12) of the average annual cash performance bonus award paid to Mr. Fries for the immediately preceding two years (regardless when paid), multiplied by the number of months in the Severance Period, which amount shall be paid in substantially equal payments over the course of the Severance Period in accordance with our company’s normal payroll practices during such period. In addition, any options, SARs, orthe CEO Performance Award and other nonperformance based awards will fully vest, with options and SARs remaining exercisable until the earlier of three years from Mr. Fries’ termination or the original expiration of such award, the CEO Performance Award and other nonperformance based awards and the CEO Performance Award (to the extent the performance conditions are satisfied) shall be accelerated and settled in accordance with the terms of the applicable award agreement, and Mr. Fries and his family may elect to continue to receive coverage under our company’s group health benefits plan subject to the terms of such plan or receive COBRA continuation of the group health benefits previously provided to Mr. Fries and his family with premiums paid or reimbursed by our company. The Severance Period is a period of 24 months commencing on the termination of Mr. Fries’ employment.
If Mr. Fries’ employment is involuntarily terminated by our companyus without cause, or if Mr. Fries voluntarily terminates his employment for good reason, Mr. Fries shall continue to earn each of the outstanding PSUs or other performance based awards that were granted as part of an Annual Equity Award, if and to the extent the performance metrics are satisfied during the applicable performance period, based upon actual performance through the end of the applicable performance period, as certified by the compensation committee, as if Mr. Fries’ employment had not terminated. If the termination is prior to the grant date for

all Annual Equity Awards that would have been granted during the initial term (or applicable renewal term) in which Mr. Fries’ termination took place, then our companywe shall pay to Mr. Fries additional amounts equal to the Applicable Percentage (as defined below) of the target value of the Annual Equity Awards that would have been made during such term, with lump sum cash payments being made in the first 90 days of the applicable grant years. The Applicable Percentage is the percentage of the Annual Equity Award value that is made in the form of PSUs (or other full value equity awards) and shall not be less than 50%.

If Mr. Fries’ employment is involuntarily terminated by our companyus without cause or if Mr. Fries voluntarily terminates his employment for good reason and the termination is prior to the grant date for all Annual Equity Awards that would have been granted during the initial term (or applicable renewal term) in which Mr. Fries’ termination took place, then in respect of options, SARs or other share-based appreciation awards (other than PSUs or other full value equity awards, the treatment of which under these circumstances is described above) that would have been granted (the Ungranted Appreciation Awards), our companywe will be obligated to pay to Mr. Fries, on each date such awards would have vested and based on certain assumptions included in the Fries Agreement (including, taking into account the Applicable Percentage as described above), a lump sum cash amount equal to (1) the number of shares underlying the Ungranted Appreciation Awards that would have vested on the applicable vesting date, multiplied by (2) the excess of the closing share price on the applicable assumed vesting date over the closing share price on the assumed grant date.
If Mr. Fries remains employed by our company (or our successor) for 12six months following a change in control (as defined in the Fries Agreement), or is involuntarily terminated by our company without cause or voluntarily terminates for good reason prior to such time, then the outstanding PSUs (for which the performance period has not expired), the CEO Performance Award and the unvested SARs will become fully vested as of the first anniversary of the change in control (or earlier date of termination or resignation), with outstanding PSUs deemed to be earned at the maximum level.such date. If Mr. Fries’ employment is involuntarily terminated by our companyus without cause or if Mr. Fries voluntarily terminates his employment for good reason, either of which occurs within 13 months following a change in control, then (a) Mr. Fries shall be treated as if his employment was terminated without cause or for good reason except that the Severance Period shall be the lesser of: (1) 36 months; or (2) the number of full calendar months remaining until the expiration of the initial term (or applicable renewal term) of the Fries Agreement in which Mr. Fries’ termination took place; provided that in no event shall the Severance Period be less than 24 months.months and (b) the outstanding PSUs (including the CEO Performance Award) shall fully vest.
Pursuant to the Fries Agreement, Mr. Fries is subject to customary restrictive covenants, including those relating to non-solicitation, noninterference,non-interference, non-competition and confidentiality, during the term of the Fries Agreement and, depending on the circumstances of termination, for a period of up to two years thereafter.
Mr. Fries has agreed to waive any rights he would have under any agreement to a gross-up for any taxes associated with a parachute payment.
Charles H.R. Bracken. On December 15, 2004, we entered into an Executive Service Agreement with Mr. Bracken in connection with his continued appointment as Co-Chief Financial Officer of UGC. In 2005, Mr. Bracken became our Co-Chief Financial Officer (principal financial officer). and in 2017, he became our Chief Financial Officer.
The Executive Service Agreement has an indefinite term and may be terminated by either party upon six months’ notice or by us at any time upon shorter notice. Mr. Bracken will be entitled to his salary and benefits for any unexpired portion of the six months’ notice period at the date his employment terminates. His equity awards will also continue to vest during such six-month notice period. Mr. Bracken’s employment may also be terminated immediately upon notice for cause. If we terminate Mr. Bracken’s employment other than for cause or disability, Mr. Bracken will also be entitled to a lump sum severance payment equivalent to his base salary and benefits for six months, subject to his signing a release. In the event Mr. Bracken becomes disabled and the disability continues for a specified period, we may reduce future payments under the Executive Service Agreement to the amount reimbursed by its disability insurer for the duration of Mr. Bracken’s disability or, under certain circumstances, terminate his employment as described above.
Mr. Bracken’s salary, which was £683,000£820,000 for 2015,2018, is subject to annual review and, in the discretion of our compensation committee, upward adjustment. The benefits to which he is entitled pursuant to the Executive Service Agreement include an auto allowance and participation in the Liberty Global Group Pension Plan for U.K. employees and group life assurance, permanent ill health insurance (equivalent to disability insurance) and medical and dental insurance schemes. In addition, the Executive Service Agreement provides for Mr. Bracken to be made whole for any non-U.K. tax liability he may incur with respect to his salary and other amounts due him and for any additional U.K. tax or social security cost he may incur with respect to business expenses or reimbursement paid by us for work performed by him outside the U.K.

The Executive Service Agreement includes restrictions on Mr. Bracken’s (1) use or disclosure of trade secrets for so long as they are trade secrets, (2) use or disclosure of confidential or proprietary information during the term of his employment and for two years after termination of his employment and (3) competition with and solicitation of executives or certain employees of Liberty Global, or any subsidiary of Liberty Global or its parent entities, for a period of six months after termination of his employment.
Diederik Karsten. EffectiveOn January 1, 2011, LG BV15, 2019, we entered into an Employmenta Settlement Agreement with Mr. Karsten (the Settlement Agreement)in connection with him leaving Liberty Global as part of its larger operating structure simplification. The terms of the Settlement Agreement are consistent with our Dutch legal framework (the Social Policy of Liberty Global B.V. adopted on July 1, 2018 for our Netherlands employees) and supercedes the terms of his appointmentEmployment Agreement from January 2011. Prior to the Settlement Agreement and as Managing Director, European Broadband Operations of LG BV. Since that date, LG BV

and Mr. Karsten have amendedprovided in the Employment Agreement, to reflect changes to his position, including his current position of Executive Vice President and Chief Commercial Officer. The Employment Agreement has an indefinite term and may be terminated by LG BV upon six months’ notice or by Mr. Karsten upon three months’ notice. Mr. Karsten will be entitled to hisreceived a salary of €823,000 for 2018 and benefits, for the duration of the notice period. In addition, Mr. Karsten’s equity awards will also continue to vest during the applicable notice period. Mr. Karsten’s employment may also be terminated immediately upon notice for cause. In the event Mr. Karsten becomes disabled and the disability continues over a year, LG BV may reduce future payments under the Employment Agreement to the amount reimbursed by its disability insurer for the duration of Mr. Karsten’s disability or, under certain circumstances, terminate his employment as described above.
Mr. Karsten’s salary under the Employment Agreement, which was €807,000 for 2015, is subject to annual review and, in the discretion of our compensation committee, adjustment. The benefits to which he is entitled pursuant to the Employment Agreement includeincluding use of an automobile, participation in the Dutch Liberty Global Pension Plan for Netherlands employees, and disability, insurance,medical and travel and accident insurance and medical insurance schemes. The Employment Agreement includesalso included restrictions similar to those described above for Mr. Bracken above.Bracken.
On the date of the Settlement Agreement, Mr. Karsten resigned from his position as Executive Vice President and Chief Commercial Officer, but he remains available for consultation until his departure date from Liberty Global on July 1, 2019. The Settlement Agreement also provides, among other things, for:
•Standard Dutch legal framework exit provisions given 14 years of service;
•Salary and benefits continue during his transition period (January 15, 2019 to July 1, 2019);
•Customary restrictive covenants related to non-solicitation, non-competition and confidentiality;
•Upon his departure date, based on years of service, multiple of salary and average bonus, he will receive a payment in the amount of €3,560,494 ($4,083,531) and will obtain one year of accelerated vesting of his SARs;
•Vesting in equity performance awards outstanding at January 15, 2019, concerning performance periods in which he was employed, subject to proration and individual and company performance; he is not, however, eligible for equity awards granted in calendar year 2019; and
•Exercise of vested SARs for a period of two years from his departure date; however, he waived the second year of this benefit in exchange for a payment in the amount of $1,250,000.
Enrique Rodriguez. We entered into an employment agreement with Mr. Rodriguez in connection with his appointment as our Executive Vice President and Chief Technology Officer (the Rodriguez Agreement). The Rodriguez Agreement provides for an indefinite term starting July 23, 2018, and continuing until we provide at least 30 days, or Mr. Rodriguez provides at least 90 days, prior written notice to the other party of their respective intention to terminate his employment with our company. Mr. Rodriguez’s base salary will be $1.0 million per year, subject to annual increase at the discretion of the compensation committee. Mr. Rodriguez had various incentive arrangements at his prior employer that he lost by accepting his appointment with us. To compensate for such lost compensation, we provided him a sign-on bonus consisting of (a) $1.5 million cash payable on his first payroll date after his start date and (b) an award of RSUs valued at $2.5 million as of his start date for our Liberty Global Class A shares and Liberty Global Class C shares at a 1:2 ratio (the RSU Award). The RSU Award will vest one year after grant. If within one year of joining our company, he terminates his employment with us for any reason or is terminated by us for cause, Mr. Rodriguez will reimburse us for the full amount of the cash portion of the sign-on bonus and his unvested RSU Award will be forfeited.
Mr. Rodriguez is eligible to earn an annual bonus each year. The target annual bonus for 2018 will be $2.5 million prorated for the amount of the year he was employed. Thereafter, the annual bonus will be reviewed annually and may be adjusted by the compensation committee. There is no guaranteed bonus amount. The actual amount paid will depend on the achievement of qualitative and quantitative performance objectives, which will be determined each year by the compensation committee.
During the term of the Rodriguez Agreement, Mr. Rodriguez will participate in our equity compensation programs on the same basis as other executives of our company. The target value of the annual equity awards will be $5.0 million for 2018 and thereafter as determined by the compensation committee.
In addition to participating in employee benefit plans and arrangements available to our U.S. executives, we paid $20,000 in reasonable legal fees and expenses incurred by Mr. Rodriguez in connection with the negotiation and execution of the Rodriguez Agreement.

If Mr. Rodriguez’s employment is terminated by us without cause, good reason (as defined in the Rodriguez Agreement), or his death or disability (as defined in the Rodriguez Agreement), Mr. Rodriguez or his heirs, as applicable, will be entitled to receive: (i) his accrued but unpaid base salary and unused vacation pay through the date of termination; (ii) any accrued vested benefits under our company’s employee welfare and tax-qualified retirement plans in accordance with the terms of those plans; and (iii) reimbursement of business expenses (collectively Rodriguez Accrued Benefits). In addition, we will pay him (a) an amount equal to the prorated portion of any annual bonus he would have received for the calendar year of his termination, provided he was employed for at least nine months of such year (such nine month provision does not, however, apply in the case of death); (b) a severance equal to one times his annual base salary in substantially equal payments over the 12-month period commencing on the 60th day following the date of termination in accordance with our normal payroll practices during such period; provided, however, such severance amount shall be reduced by the amount of disability benefits he receives pursuant to any employee benefit plans maintained by our company at the time of disability; and (c) except in the case of death, he and his family will continue to receive coverage under our company’s health benefits with premiums paid or reimbursed by our company for a period of up to one year.
If Mr. Rodriguez is terminated for cause (as defined in the Rodriguez Agreement) or resigns (other than for good reason), he will be entitled to receive Rodriguez Accrued Benefits and will not be entitled to any other amounts under the Rodriguez Agreement.
Pursuant to the Agreement, Mr. Rodriguez is subject to customary restrictive covenants, including those relating to non-solicitation, noninterference, non-competition and confidentiality, during the term of the Rodriguez Agreement and, depending on the circumstances of termination, for a period of up to one year thereafter.
Aircraft Policy
Our policy for the personal use of our aircraft by members of our board, our CEO and such other officers as may be approved by our CEO was originally adopted by our board in 2005, amended in 2009 and amended and restated in 2013. The policy allows non-employee directors to use our aircraft for personal flights, subject to availability, without charge. The policy requires each user who is an officer to lease the corporate
aircraft for personal use pursuant to an aircraft time sharing agreement and to pay us an amount equal to the aggregate incremental cost of each flight up to certain limits established under the U.S. Federal Aviation Administration rules. Incremental costs may include fuel, oil, lubricants and other additives, hangar and tie down costs away from aircraft home airport, travel expenses for crew, landing and parking fees, customs and immigration fees, insurance obtained for a specific flight, in-flight food and beverage services, ground transportation, de-icing fees and flight planning and weather contract services. With approval, family members or guests may join an executive or senior officer or director on a business flight without charge for these additional passengers. Also, on limited occasions, we have allowed a business-related flight to land at an airport other than its destination to drop off or pick up a passenger for personal convenience without requiring reimbursement of our incremental cost.
Pursuant to the terms of the Fries Agreement,his employment agreement, Mr. Fries is allowed 120 annual flight hours for personal use of our aircraft. ThisCommencing in 2017, the compensation arrangement iscommittee authorized Mr. Bracken to use 25 annual flight hours on our aircraft for personal use. These compensation arrangements are in lieu of and not in addition to histheir respective rights under our aircraft policy. In February 2010, our compensation committee authorized personal use of our aircraft by our chairman Mr. Malone for up to 200 flight hours per year as part of his compensation for his services to us. Such authorization is subject to modification by our compensation committee from time to time and will terminate when Mr. Malone ceases to be a director.
For U.S. tax reporting purposes, when family members or guests of a director or executive or senior officer travel on business flights, the value of such personal use, determined using a method based on SIFL rates as published by the IRS, is imputed as income to such director or executive or senior officer. For tax reporting purposes in Europe, when family members or guests of an executive or senior officer travel on business flights, the value of such personal use is determined pursuant to the officer’s tax residence. For officers who are U.K. taxpayers, the value is based on the marginal cost as agreed with the U.K. tax authority and for officers who are Netherlands taxpayers, the value is based on the cost of a commercial ticket,ticket. In each case such value is imputed as income to such executive or seniorthe officer. A director or executive or senior officer will also have imputed income based on SIFL rates (in the case of U.S. taxpayers) or the cost of the flight (in the case of European taxpayers)taxpayers or as otherwise required under local tax regulations) for a personal flight, less any amounts reimbursed to us. In accordance with applicable tax rules and regulations, such imputed income is included in taxable income for the applicable director or executive or senior officer.
Notwithstanding the policy, we and our flight crew retain the authority to determine when a flight may be cancelled or changed for safety or maintenance reasons.
Potential Payments upon Termination or Change in Control
The Termination of Employment Table and the Change in Control Table set forth below reflect the potential payments to our NEOs in connection with termination of their employment or a change in control of Liberty Global as of December 31, 2015.2018. The Termination of Employment Table assumes that a change in control has not occurred. The Change in Control Table assumes that a change in control has occurred.occurred as of December 31, 2018. Certain of our plans and agreements provide benefits upon the occurrence of a change in control without regard to whether employment is terminated, whereas others have a “double trigger” requiring employment to be terminated for benefits to be realized. These are separately reflected in the Change in Control Table.

The amounts provided in the tables are based on the assumptions stated below. The actual amounts may be different at the time of termination or change in control, as the case may be, due to various factors. In addition, we may enter into new arrangements or modify these arrangements from time to time.
The amounts in the tables for unvested SARs that vest on an accelerated basis or continue to vest are based on the spread between the base price of the award and the applicable closing market price on December 31, 2015.2018. Restricted shares or unitsRSUs and PSUs that would vest on an accelerated basis or continue to vest are valued using the applicable closing market price on December 31, 2015.2018. On December 31, 2015,2018, the closing market price for each class of our ordinary shares was as follows:
▪Liberty Global Class A $42.36$21.34
▪Liberty Global Class B $40.65$21.00
▪Liberty Global Class C $40.77$20.64
▪LiLAC Class A $41.37
▪LiLAC Class B $39.98
▪LiLAC Class C $43.00

The amounts for Messrs. Bracken and Karsten assume they receive a lump sum payment in cash of salary and benefits instead of six months’ notice of termination under their employment agreements. Also, to the extent compensation to these executive officers is paid in British pounds or euros, it has been converted to U.S. dollars based upon the average

exchange rate in effect during 2015.2018. Because the Settlement Agreement was not effective until mid-January 2019, with settlement amounts not paid until mid-year, the amounts for Mr. Karsten are based in his employment agreement. For the amounts he is entitled to under the Settlement Agreement, see —Employment and Other Agreements above.
Under the 20142016 PSUs, the effect of termination of employment or a change-in-control varies depending on whether it occurs during the performance period or during the service period. Because no termination of employment or change-in-control occurred on December 31, 2015,2018, the last day of the performance period, the information in the tables assumes that the event triggering potential accelerated vesting of the 20142016 PSUs occurred during the service period and the benefits were calculated based on the participant’s actual earned 20142016 PSUs, which were converted to time-vested RSUs.
Under the Original Fries Agreement,, the effect of termination of employment upon a change-in-control varies depending on whether it occurs during the performance period or during the service period of a PSU. Because no change-in-control occurred on December 31, 2015,2018, the last day of the performance period in the 20142016 PSUs, the information in the tables assumes that such event occurred during the service period of the 20142016 PSUs and the benefits were calculated based on Mr. Fries’ actual earned 20142016 PSUs, which were converted to time-vested RSUs.
The 2013 Challenge Awards provide that if the compensation committee does not exercise its discretion to reduce a 2013 Challenge Award, the grantee is assumed to have met the minimum performance levels. Because the compensation committee did not exercise such discretion and no termination of employment or change-in-control occurred on December 31, 2015, the last day of the performance period for the 2013 Challenge Awards, the benefits under the 2013 Challenge Awards were calculated based on the participant’s full 2013 Challenge Awards and that the event triggering potential accelerated vesting occurred during the service period.
Under the Original Fries Agreement,, if a termination of employment occurs without cause or by Mr. Fries for good reason, he will also receive an amount equal to the Applicable Percentage and the value of the Ungranted Appreciation Awards. For purposes of the tables, these amounts are based on the following:
▪beginning in 2016, the target annual grant value increases by $2.5 million each year from the 2014 target annual compensation for Mr. Fries;
▪two-thirds of such target annual grant value are treated as PSUs;PSUs (with the value for 2016 and 2017 combined into a single grant of 2016 PSUs); and
▪one-third of such target annual grant value is treated as if the spread between the closing market prices of the underlying shares over the grant date value of the Ungranted Appreciation Awards over the vesting period equaled one-third of such amount.target annual grant value.
As of December 31, 2015,2018, each of our NEOs had, under the 2005 Incentive Plan, unvested SARs and unvested 2013 Challenge Awards and, under the 2014 Incentive Plan, unvested SARs and unvested PSU awards. Mr. Fries also had an unvested CEO Performance Award that had been earned and converted into time-vested RSUs under the 2014 Incentive Plan. The

termination provisions of the employment agreements of Messrs. Fries, Bracken, Karsten and Rodriguez and the provisions of the Settlement Agreement of Mr. Karsten are described under —Employment and Other Agreements above. The 20052014 Incentive Plan is described together with our other current equity incentive plans, under Incentive Plans below. The relevant provisions of the awards of 2015 PSUs granted under the 2014 Incentive Plan are described under —Elementsof Our Compensation Packages—Equity Incentive Awards—2015 Equity Incentive Awards above and the relevant provision of the awards of the 2014 PSUs granted under the 2014 Incentive Plan are described under —Elementsof Our Compensation Packages—Equity Incentive Awards—Decisions for 2014 PSUs above. In addition to such descriptions, additional information on the termination and/or change-in-control provisions of these plans and agreements is provided below.
Termination of Employment
The availability of benefits under our plans or agreements varies with the reason employment terminates as described below. For periods commencing after the entry into the Fries Agreement in April 2014, the availability of benefits for Mr. Fries varies with the reason employment terminates as provided in the Fries Agreement. See —Employment and Other Agreements above.
Voluntary Termination. The executive would retain his vested equity grants under the incentive plans, which must be exercised within the period following termination prescribed by the applicable plan. There would be no other payments or benefits.
Retirement. No benefits are payable to any of our NEOs in the event of retirement; however, under the 2014 Incentive Plan a person who retires with a combined age and years of service of 70 or greater will vest an additional year of unvested SARs and RSUs granted under this plan from the date of termination. Mr.retirement. Messrs. Bracken, Fries Mr. Dvorak and Mr. Karsten wouldeach meet this requirement and suchrequirement. Such benefit is reflected in the “Retirement” column in the Termination of Employment Table below.
Termination for Cause. The executive would not receive any payment or benefit and typically would forfeit all unexercised equity awards, whether or not vested; provided, however, Mr. Fries would still receive his annual cash performance bonus award for a prior completed year not yet paid. The definition of “cause” varies among the plans and agreements, but generally includes (1) insubordination, dishonesty, incompetence or other misconduct, (2) failure to perform duties and (3) a felony conviction for fraud, embezzlement or other illegal conduct. For purposes of such a termination within 12 months offollowing a change-in-control event, in the case of the 2005 Incentive Plan, the 2013 Challenge Awards, and in the case of the 2014 Incentive Plan, the 20142016 PSUs and the 20152018 PSUs, “cause” is defined to mean only a felony conviction for fraud, embezzlement or other illegal conduct. For purposes of such a termination within 13 months of a change-in-control event, in the case of the CEO Performance Award, “cause” is defined to mean only a felony conviction or other illegal conduct.

Termination Without Cause. Certain of the employment agreements provide for benefits in the case of termination by our company not forwithout cause. See —Employment and Other Agreements above. Under the 2005 Incentive Plan and the 2014 Incentive Plan, the employee would be entitled to accelerated vesting of a pro rata portion of that amount of each award that would have vested on the next vesting date, based on the number of full months of the current vesting period that employment continued prior to termination. For the benefits payable under the applicable employment agreement and the value of the prorated vesting of awards, if any, see the “By Company Without Cause” column in the Termination of Employment Table below.
Death. In the event of death, the equity incentive plans provide2014 Incentive Plan provides for vesting in full of any outstanding options or SARs and the lapse of restrictions on any restricted share or RSU awards. In addition, under the Fries Agreement, the CEO Performance Award will vest in full. The 20142016 PSUs provide that, in the event of termination of employment due to death during the service period and prior to a change in control, the unvested portion of the grantee’s award will vest and the underlying ordinary shares will be issued as ofon the originally scheduled vesting dates. The 20152018 PSUs provide that, in the event of termination of employment due to death during the performance periodthat occurs after June 30, 2018 and prior to a change in control during the performance period, the prorated portion of the grantee’s target 20152018 PSUs, based on the portion of the performance period completed prior to the date of death, will vest and thevest. The underlying ordinary shares will be issued no later than March 15 of the calendar year immediately following the date of death. The 2013 Challenge Awards provide that if termination of employment due to death occurs during the service period, the earned awards will vest in full and become immediately exercisable. The value of all these benefits is in the “Death/Disability” column in the Termination of Employment Table. No amounts are shown for payments pursuant to life insurance policies, which we make available to all our salaried employees.
Disability. In the event of termination of employment due to disability, the equity incentive plans provide for vesting in full of any outstanding options or SARs and the lapse of restrictions on any restricted share or RSU awards. In addition, the

Fries Agreement provides that the CEO Performance Award will vest in full. The 20142016 PSUs provide that if termination of employment due to disability occurs during the service period, the unvested portion of the grantee’s 20142016 PSUs will vest and the underlying ordinary shares will be issued as of the originally scheduled vesting dates. The 2015dates.The 2018 PSUs provide that, if termination of employment due to disability occurs after June 30, 2015 but prior to January 1, 2016,2018 and prior to a change-in-control event during the performance period, the prorated portion of the grantee’s 20152018 PSUs that would have been earned if the performance period had ended on December 31, 2015,2018, will vest and the underlying ordinary shares will be issued no later than March 15, 2016. The 2013 Challenge Awards provide that if termination of employment due to disability occurs during the service period, the earned awards will vest in full and become immediately exercisable.2019. The value of all these benefits is in the “Death/Disability” column in the Termination of Employment Table. For this purpose, the amounts set forth in the table below assume that 100% of the target 20152018 PSUs would have been earned prorated as stated above. No amounts are shown for payments pursuant to short-term and long-term disability policies, which we make available to all our employees. For purposes of the 2005 Incentive Plan, the 2013 Challenge Awards, the 2014 Incentive Plan, the 20142018 PSUs the 2015 PSU’s and the CEO Performance Award,2016 PSUs, “disability” means the inability to engage in any substantial gainful activity by reason of any medically determinable condition whichthat has lasted or can be expected to last for a continuous period of at least 12 months or can be expected to result in death.
Resignation for Good Reason. The Original Fries Agreement provides for benefits in the case of resignation by Mr. Fries for good reason. See —Employment and Other Agreements above. Otherwise, no payment or benefit is required upon resignation by an executive for good reason absent a change in control. The benefits payable under the Original Fries Agreement for good reason are the same as the benefits payable upon a termination by our companyus without cause. See the “By Company Without Cause” column in the Termination of Employment Table below.

Termination of Employment
Name By Company
Without Cause		 Death/Disability Retirement By Company
Without Cause		 Death/Disability Retirement
Michael T. Fries             
Options/SARs Accelerated $2,951,800
 $2,951,800
 $90,921
 $—
(1) $—
(1) $—
(1)
2014 PSUs 10,563,783
 10,563,783
(1) —
2015 PSUs 8,487,220
 4,243,610
 —
2013 Challenge Award 42,518,264
 42,518,264
(1) —
CEO Performance Award 58,051,667
 58,051,667
 —
2016 PSUs 11,704,581
 11,704,581
(2) —
 
2018 PSUs 9,642,729
(3) 4,821,364
  —
 
Severance Payment 22,775,462
 6,991,000
 —
 25,297,862
 10,159,397
  —
 
Applicable Percentage (ungranted PSUs) 40,000,000
 —
 —
 18,333,333
 —
  —
 
Ungranted Appreciation Awards 20,000,000
 —
 —
 9,166,667
 —
  —
 
Benefits (2) 36,064
 36,064
 —
Benefits (4) 53,191
 53,191
  —
 
Total $205,384,260
 $125,356,188
 $90,921
 $74,198,363
 $26,738,533
  $—
 
              
Charles H.R. Bracken              
Options/SARs Accelerated $117,391
 $1,600,160
 $—
 $—
(1) $—
(1) $—
(1)
2014 PSUs —
 3,521,261
(1) —
2015 PSUs —
 1,414,550
 —
2013 Challenge Award —
 7,469,399
(1) —
2016 PSUs —
 3,121,228
(2) —
 
2018 PSUs —
 1,285,714
    
Salary 521,764
 —
 —
 546,812
 —
  —
 
Severance Payment 521,764
 —
 —
 546,812
 —
  —
 
Continued Vesting of Awards 586,873
 —
 —
 —
(1) —
  —
 
Benefits (3) 70,608
 —
 —
Benefits (5) 64,602
 —
  —
 
Total $1,818,400
 $14,005,370
 $—
 $1,158,226
 $4,406,942
  $—
 
              
Bernard G. Dvorak      
Bryan H. Hall        
Options/SARs Accelerated $117,391
 $1,600,160
 $30,272
 $—
(1) $—
(1) $—
 
2014 PSUs —
 3,521,261
(1) —
2015 PSUs —
 1,414,550
 —
2013 Challenge Award —
 7,469,399
(1) —
2016 PSUs —
 2,496,983
(2) —
 
2018 PSUs —
 857,143
    
Total $117,391
 $14,005,370
 $30,272
 $—
 $3,354,126
  $—
 
              
Diederik Karsten              
Options/SARs Accelerated $117,391
 $1,600,160
 $30,272
 $—
(1) $—
(1) $—
(1)
2014 PSUs —
 3,521,261
(1) —
2015 PSUs —
 1,414,550
 —
2013 Challenge Award —
 7,469,399
(1) —
2016 PSUs —
 3,121,228
(2) —
 
2018 PSUs —
 1,071,428
    
Salary 447,890
 —
 —
 486,036
 —
  —
 
Continued Vesting of Awards 586,989
 —
 —
 —
(1) —
  —
 
Benefits (3) 33,545
 —
 —
Benefits (5) 27,272
 —
  —
 
Total $1,185,815
 $14,005,370
 $30,272
 $513,308
  $4,192,656
  $—
 
              
Balan Nair      
Enrique Rodriguez        
Options/SARs Accelerated $117,391
 $1,600,160
 $—
 $—
(1) $—
(1) $—
 
2014 PSUs —
 3,521,261
(1) —
2015 PSUs —
 1,414,550
 —
2013 Challenge Award —
 7,469,399
(1) —
2018 PSUs —
 1,071,240
  —
 
Severance Payment 1,000,000
 1,000,000
  —
 
RSU Award

 1,843,282
(7) 1,843,282
  —
 
Benefits (6) 35,461
 35,461
  —
 
Total $117,391
 $14,005,370
 $—
 $2,878,743
 $3,949,983
  $—
 
_______________
(1)Based on the closing prices of our ordinary shares on December 31, 2018, none of the SAR awards that would have accelerated on such date was in the money.
(2)Although the earned 20142016 PSUs and 2013 Challenge Awards are deemed vested, they are not payable until the originally scheduled vesting dates under the grant agreements, as amended.agreements.
(2)(3)For Mr. Fries, assumes he earned 100% of his target 2018 PSUs, although not payable until after the performance period.
(4)For Mr. Fries, represents the estimated cost to maintain health benefits for him and/or his dependents during the 18 month18-month period following his termination.
(3)(5)For Mr. Bracken and Mr. Karsten, represents the estimated cost to maintain their employee benefits during their six-month notice period.
(6)For Mr. Rodriguez, represents the estimated cost to maintain health benefits for him and his dependents during the 12 months following his termination date, except no such cost shall be incurred in the case of death.
(7)Although the RSU Award is deemed vested, they are not payable until the originally scheduled vesting date under the grant agreement.

Change in Control
The 2005 Incentive Plan, the 2013 Challenge Awards, 2014 Incentive Plan, the 20142018 PSUs the 2015 PSU’s and the CEO Performance Award each2016 PSU’s provide for various benefits either upon the occurrence of specified change-in-control events or upon termination of employment following a change-in-control event.
Change-in-Control Events. The change-in-control events vary under the relevant plans but generally fall into three categories:
1.A person or entity, subject to specified exceptions, acquires beneficial ownership of at least 20% of the combined voting power of our outstanding securities ordinarily having the right to vote in the election of directors in a transaction that has not been approved by our board of directors. We refer to this change-in-control event as an “Unapproved Control Purchase”.
2.During any two-year period, persons comprising the board of directors at the beginning of the period cease to be a majority of the board, unless the new directors were nominated or appointed by two-thirds of the continuing original directors. We refer to this change-in-control event as a “Board Change”.
3.Our board of directors approves certain transactions such as (a) a merger, consolidation or binding share exchange that results in the shareholders of our company prior to the transaction owning less than a majority of the combined voting power of our capital stock after the transaction or in which our ordinary shares are converted into cash, securities or other property, subject to certain exceptions, (b) a plan of liquidation of our company, or (c) a sale of substantially all the assets of our company. We refer to this change-in-control event as a “Reorganization”.
Under the 2005 Incentive Plan and the 2014 Incentive Plan, outstanding equity awards will vest in full upon the occurrence of an Unapproved Control Purchase or Board Change and immediately prior to consummation of a Reorganization, unless, in the case of a Reorganization, only, the compensation committee determines that effective provision has been made for the award to be assumed or replaced with an equivalent award.
The 2014The 2018 PSUs and the 2015 PSU’s provide that if any of these change-in-control events occurs during the service period or performance period respectively, and the grant agreements are not continued on the same terms and conditions, in the case of a Board Change or Unapproved Control Purchase, or not continued or assumed on equivalent terms, in the case of a Reorganization, then each grantee will be deemed to be vested in his or her earned 2014 PSUs and to have earned his or her target 20152018 PSUs, which will vest and in each case, the underlying ordinary shares will be issued within 30 days of such change-in-control event. If the grant agreements are continued or assumed, then each grantee will (1) continue to have his or her rights in his or her earned 2014 PSUs in accordance with the grant agreement and (2) be deemed to have earned his or her target 20152018 PSUs, which will be converted to time-vested RSUs subject to service and vesting requirements in accordance with the grant agreement. Accelerated vesting would only be triggered on a subsequent termination of employment.
The 2013 Challenge Awards2016 PSUs provide that if any of these change-in-control events occurs during the service period and the grant agreements are not continued on the same terms and conditions, in the case of a Board Change or Unapproved Control Purchase, or not continued or assumed on equivalent terms, in the case of a Reorganization, then each granteegrantee’s earned 2016 PSUs, will vest. The underlying ordinary shares will be deemed to be vested in his or her earned 2013 Challenge Awards, and the vested 2013 Challenge Awards will be immediately exercisable.issued within 30 days of such change-in-control event. If the grant agreements for the 2016 PSUs are continued or assumed, then each grantee will continue to have his or her rights in his or her 2013 Challenge Awards,the 2016 PSUs, subject to service and vesting requirements in accordance with the grant agreement. Accelerated vesting would only be triggered on a subsequent termination of employment.
Upon a change-in-control event, the Original Fries Agreement provides that upon the first anniversary of a change-in-control event, where employment is continued, any outstanding options or SARs or other non-performance awards will vest in full and any outstanding PSUs will vest in full, provided that any 2018 PSUs for which the performance period has not expired will be deemed earned at the maximum level.greatest of (a) 150% of the target 2018 PSUs, (b) the earned or projected 2018 PSUs or (c) such other amount of 2018 PSUs as determined for all grantees of the 2018 PSUs by the compensation committee. Because the amounts for clauses (b) and (c) in the prior sentence are not known, the benefit of the 2018 PSUs for Mr. Fries upon a change-in-control event is reflected in the Change in Control Table based on 150% of target value.
Termination After Change in Control. Under the 2005 Incentive Plan and the 2014 Incentive Plan, if a termination of employment occurs without cause or the employee resigns for good reason within 12 months of a Reorganization, then any outstanding SAR and RSU awards will vest and become fully exercisable as of the date of termination of employment. The 20142016 PSUs the 2015and 2018 PSUs the 2013 Challenge Awards and the CEO Performance Award provide that, if a change-in-control event occurs that does not result in accelerated vesting of such awards, a subsequent termination of employment will accelerate vesting of the earned 20142016 PSUs earned CEO Performance Award, earned 2013 Challenge Awards and the target 20152018 PSUs if the

termination is due to death or disability or is without cause or the participant resigns for good reason. The ordinary shares underlying the vested 2014earned 2016 PSUs and the 20152018 PSUs will be issued no later than March 15 of the calendar year immediately following the calendar year in which the termination occurred. The 2013 Challenge Awards will be exercisable in accordance with their terms, similar to time-vested SAR awards.

Pursuant to the Original Fries Agreement, if a termination of employment occurs without cause or Mr. Fries resigns for good reason within 13 months of a change-in-control event then Mr. Fries will receive the benefits described above under —Employment and Other Agreements.
For purposes of each of the plans,2014 Incentive Plan, “good reason” for a participant to resign following a change-in-control event requires that one of the following has occurred without the consent of the participant: (1) a material diminution in the participant’s base compensation; (2) a material diminution of his official position or authority; or (3) a required relocation of his principal business office to a different country. In addition, the Original Fries Agreement defines good reason to also include a reduction in his target equity value for annual awards or in the amount of annual cash performance bonus awards he is eligible to earn, failure to re-nominate or re-elect Mr. Fries to serve on our board or removal from our board, ceasing to be a member of the executive committee, non-renewal of the Original Fries Agreement and a material breach of the Original Fries Agreement. Following a change-in-control event, good reason under the Original Fries Agreement also includes failure to increase Mr. Fries’ total target direct compensation such that it equals or exceeds the 75th percentile of chief executive officers at peer companies of the successor entity. For all NEOs, additional procedural requirements apply for a resignation to qualify as being for “good reason”.
The “Employment Terminated” columns assume that the executive’s employment is terminated as of December 31, 2015,2018, without cause and include the incremental benefits that would result from such a termination under the employment agreements and the equity incentive plans as described under —Potential Payments upon Termination or Change in Control—Termination of Employment above.
280G Tax Gross-Up. Under the grant agreements for the 2014 PSUs and the 20152016 PSUs, when a benefit is triggered due to a change-in-control event that would be subject to an excise tax pursuant to Section 280G of the Code, we have agreed to make a payment to the plan participants, including our NEOs other than Mr. Fries, for all excise taxes incurred under Section 280G and related income and excise taxes that are payable by such participants as a result of any reimbursement for such Section 280G excise taxes. Notwithstanding the foregoing, in the case of the 2014 PSUs and the 20152016 PSUs, if the excise tax can be avoided through a reduction in the amount of “parachute payments” (as defined in Section 280G) required to be provided to the grantee with respect to the 2014 PSUs and the 20152016 PSUs, not to exceed 20% of such amount, then the amount of “parachute payments” shall automatically be reduced to the minimum extent necessary to avoid the excise tax.
For purposes of the change-in-control events in the table below, no one exceeded the threshold that would have entitled him to a 280G tax gross-up payment. Also, Messrs. Bracken and Karsten are not subject to the excise tax under 280G as they are not U.S. taxpayers. In addition, Mr. FriesHall has agreed in the Fries Agreement to waive any rights he would have under any suchhis 2016 PSU agreements to any 280G tax gross-up payment from us and, therefore, suchus. Such rights are not included in his 2015Mr. Fries’ 2016 PSU grant agreements or in any of the NEO’s 2018 PSU grant agreements.

Change In Control
 Unapproved Control
Purchase /Board Change – Plan
Benefits Continued		 Reorganization–Plan
Benefits Continued		 Change in Control – Plan
Benefits Not
Continued		 Unapproved Control
Purchase /Board Change – Plan
Benefits Continued		 Reorganization–Plan
Benefits Continued		 Change in Control – Plan
Benefits Not
Continued		 
Name Employment
Terminated		 Employment
Continues		 Employment
Terminated		 Employment
Continues		 Employment
Terminated		  Employment
Continues		 Employment
Terminated		 Employment
Continues		 
                 
Michael T. Fries                 
Options/SARs Accelerated $2,951,800
 $2,951,800
 $2,951,800
 $2,951,800
 $—
(1) $—
(1) $—
(1) $—
(1)
2014 PSUs 10,563,783
 —
(1) 10,563,783
 10,563,783
2015 PSUs 12,730,830
 —
(2) 12,730,830
 12,730,830
2013 Challenge Awards 42,518,264
 —
(1) 42,518,264
 42,518,264
CEO Performance Award 58,051,667
 58,051,667
 58,051,667
 58,051,667
2016 PSUs 11,704,581
 —
(2) 11,704,581
 11,704,581
 
2018 PSUs 14,464,093
 —
(3) 14,464,093
 14,464,093
 
Severance Payment 30,667,693
 —
 30,667,693
 —
 25,297,862
 —
 25,297,862
 —
 
Applicable Percentage (ungranted PSUs) 40,000,000
 —
 40,000,000
 40,000,000
 18,333,333
 —
 18,333,333
 18,333,333
 
Ungranted Appreciation Awards 20,000,000
 —
 20,000,000
 20,000,000
 9,166,667
 —
 9,166,667
 9,166,667
 
Benefits (3) 36,064
 —
 36,064
 —
Benefits (4) 53,191
 —
 53,191
 —
 
Total $217,520,101
 $61,003,467
 $217,520,101
 $186,816,344
 $79,019,727
 $—
 $79,019,727
 $53,668,674
 
                 
Charles H.R. Bracken                 
Options/SARs Accelerated $117,391
 $117,391
 $117,391
 $117,391
 $—
(1) $—
(1) $—
(1) $—
(1)
2014 PSUs 3,521,261
 —
(1) 3,521,261
 3,521,261
2015 PSUs 2,829,100
 —
(2) 2,829,100
 2,829,100
2013 Challenge Awards 7,469,399
 —
(1) 7,469,399
 7,469,399
2016 PSUs 3,121,228
 —
(2) 3,121,228
 3,121,228
 
2018 PSUs 2,571,428
 —
(3) 2,571,428
 2,571,428
 
Salary 521,764
 —
 521,764
 —
 546,812
 —
 546,812
 —
 
Severance Payment 521,764
 —
 521,764
 —
 546,812
 —
 546,812
 —
 
Benefits (4) 70,608
 —
 70,608
 —
Benefits (5) 64,602
 —
 64,602
 —
 
Total $15,051,287
 $117,391
 $15,051,287
 $13,937,151
 $6,850,882
 $—
 $6,850,882
 $5,692,656
 
                 
Bernard G. Dvorak        
Bryan H. Hall         
Options/SARs Accelerated $117,391
 $117,391
 $117,391
 $117,391
 $—
(1) $—
(1) $—
(1) $—
(1)
2014 PSUs 3,521,261
 —
(1) 3,521,261
 3,521,261
2015 PSUs 2,829,100
 —
(2) 2,829,100
 2,829,100
2013 Challenge Awards 7,469,399
 —
(1) 7,469,399
 7,469,399
2016 PSUs 2,496,983
 —
(2) 2,496,983
 2,496,983
 
2018 PSUs 1,714,285
 —
(3) 1,714,285
 1,714,285
 
Total $13,937,151
 $117,391
 $13,937,151
 $13,937,151
 $4,211,268
 $—
 $4,211,268
 $4,211,268
 
                 
Diederik Karsten                 
Options/SARs Accelerated $117,391
 $117,391
 $117,391
 $117,391
 $—
(1) $—
(1) $—
(1) $—
(1)
2014 PSUs 3,521,261
 —
(1) 3,521,261
 3,521,261
2015 PSUs 2,829,100
 —
(2) 2,829,100
 2,829,100
2013 Challenge Awards 7,469,399
 —
(1) 7,469,399
 7,469,399
2016 PSUs 3,121,228
 —
(2) 3,121,228
 3,121,228
 
2018 PSUs 2,142,856
 —
(3) 2,142,856
 2,142,856
 
Salary 447,890
 —
 447,890
 —
 486,036
 —
 486,036
 —
 
Benefits (4) 33,545
 —
 33,545
 —
Benefits (5) 27,272
 —
 27,272
 —
 
Total $14,418,586
 $117,391
 $14,418,586
 $13,937,151
 $5,777,392
 $—
 $5,777,392
 $5,264,084
 
                 
Balan Nair        
Enrique Rodriguez         
Options/SARs Accelerated $117,391
 $117,391
 $117,391
 $117,391
 $—
(1) $—
(1) $—
(1) $—
(1)
2014 PSUs 3,521,261
 —
(1) 3,521,261
 3,521,261
2015 PSUs 2,829,100
 —
(2) 2,829,100
 2,829,100
2013 Challenge Awards 7,469,399
 —
(1) 7,469,399
 7,469,399
Severance Payment 1,000,000
 —
 1,000,000
 —
 
2018 PSUs 2,142,481
 —
(3) 2,142,481
 2,142,481
 
RSU Award

 1,843,393
 —
 1,843,393
 1,843,393
 
Benefits (6) 35,461
 —
 35,461
 —
 
Total $13,937,151
 $117,391
 $13,937,151
 $13,937,151
 $5,021,335
 $—
 $5,021,335
 $3,985,874
 
_______________
(1)Based on the closing prices of our ordinary shares on December 31, 2018, none of the SAR awards that would have accelerated on such date was in the money.
(2)Although the earned 20142016 PSUs and 2013 Challenge Awards are deemed to be vested, they are not payable until the vesting dates under the grant agreements.
(2)(3)Although the target 20152018 PSUs are deemed to be earned, they remain subject to the service and vesting requirements of the grant agreements.
(3)(4)For Mr. Fries, represents the estimated cost to maintain health benefits for him and/or his dependents during the 18 month18-month period following his termination.

(4)(5)For Messrs. Bracken and Karsten, represents the estimated cost to maintain their employee benefits during their six-month notice period.
(6)For Mr. Rodriguez, represent the estimated cost to maintain health benefits for him and/or his dependents during the 12-month period following his termination.


CEO Pay Ratio
We are an international company that employs approximately 26,600 people (on a full-time equivalent basis at year-end 2018) in 10 countries with almost all of our work force located outside the U.S. The overall structure of our compensation and benefit programs are broadly similar across our company to encourage and reward our employees who contribute to our success. We strive to ensure that every employee is paid at a level reflective of their job responsibilities and is competitive within our peer group and the respective local employment markets. Compensation rates are benchmarked and set to be competitive in the country in which the jobs are performed. We are committed to providing pay equity throughout our company, which we view as critical to our success in supporting a diverse workforce with opportunities for employees to develop, advance and contribute.
Under the rules adopted pursuant to the Dodd-Frank Act of 2010, we are required to provide the total compensation paid to our median employee, as well as the ratio of the total compensation paid to such median employee as compared to the total compensation paid to our CEO. For 2018, we used the same median employee that we identified in 2017 (as described below), since we have had no significant change in its employee population or employee compensation arrangements that would significantly impact the following pay ratio disclosure. For the year ended December 31, 2018:
the annual total compensation of the employee identified as the median of our company (other than our CEO) was $91,570
the annual total compensation of the CEO for purposes of determining the CEO Pay Ratio was $33,004,388
Based on the above, our CEO to median employee pay ratio is 360:1.
This pay ratio is a reasonable estimate calculated in a manner consistent with the SEC rules based on the methodology described below. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
We identified the median employee by collecting the payroll data of our employee population on October 1, 2017, which consisted of salary and wages (including overtime) and annual bonus amounts. At the time, our employee population consisted of 28,950 individuals, including temporary and part-time employees, consisting of 150 U.S. employees and 28,800 non-U.S. employees. Approximately 1,300 employees in Poland were excluded as allowed under the de minimis exception to the SEC rules. We annualized the compensation of all newly hired permanent employees. We did not perform any other adjustments. After identifying the median employee, for purposes of the pay ratio, we calculated the median employee’s total annual compensation in accordance with the requirements of the Summary Compensation table, plus we included the value of employer provided non-discriminatory health benefits in both the compensation of our CEO and the median employee.
Director Compensation
Set forth below is a description of the compensation for our nonemployee (or non-executive) directors. Such compensation is subject to review annually by our nominating and corporate governance committee and as provided in the directorsdirectors’ compensation policy approved by our shareholders at the annual general meeting held in 2014.2018. In connection with our company redomiciling to the U.K., the board adopted the following compensation levels effective June 7, 2013. Such compensation is substantially similar to2013 and recently modified the compensation paid byto our predecessor LGI to its non-executive directors.nonemployee directors commencing with the year 2019 as noted below. Our directors are also entitled to the benefit of our policy on personal usage of our aircraft set forth above under —Aircraft Policy.
Fees and Expenses
Each member of our board, who is not an employee of Liberty Global (other than our chairman Mr. Malone), receives an annual retainer of $100,000. In addition, each such member receives $1,500 for each in-person meeting attended (in person or by conference telephone) and $750 for each telephonic meeting attended of the board or any committee of the board on which he or she serves. Each director who serves as the chair of the audit committee, the compensation committee or the nominating and corporate governance committee receives a fee for such service of $25,000, $25,000 and $10,000, respectively, for each full year of service in such position.
Beginning with 2019, each nonemployee member of our board (other than Mr. Malone) will receive an annual retainer of $125,000. With this increase in the annual retainer, the board removed the per meeting fees. The board also increased the fee for the chair of the audit committee to $40,000 per year. All annual director fees, including fees for chairpersons, are payable in arrears in four equal quarterly installments. Our directors may elect to have their quarterly fee installments paid in ordinary shares instead of in cash. Such election for fees payable for a specific calendar quarter must be made not later than the last day of the immediately preceding calendar quarter and beginning in 2016, consistconsists of a combination of Liberty Global Class A and Liberty Global Class C, LiLAC Class A and LiLAC Class C shares. The number of shares issued is based on the fair market value on the last trading day of the quarter for which the election is made. Any fractional share is paid in cash. Directors who are employees of Liberty Global, or its subsidiaries, do not receive any additional compensation for their service as directors. Currently, our CEO Mr. Fries is our only executive director.
Generally, the in-person board meetings are held at one of our corporate offices and each year at least one in-person meeting is held at the location of one of our operations. In addition, members of our board have periodic strategy retreats with certain members of senior management to review our strategies and goals. We reimburse our non-executive directors for travel, lodging and other reasonable expenses related to their service on our board, including the travel costs of a companion for one of our directors who is visually impaired. We also occasionally make our aircraft available to directors for attendance at meetings or other company-related events.
For the board meeting held at the location of one of our operations or other company-related events, we may provide extra activities for members of our board.board, including visits to company operations and meetings with local management and employees. We may also invite the spouse or a guest of each director to attend events associated with board meetings or other company-related events. We generally provide for, or reimburse expenses of, the spouse’s or guest’s travel, food and lodging for attendance at these events and participation in related activities. If the spouse or guest travels on our aircraft for an event, the incremental cost for such personal passenger is determined based on our average direct variable cost per passenger for aircraft fuel and in-flight food and beverage services, plus, when applicable, customs and immigration fees specifically incurred. To the extent costs for these activities, including the incremental cost for traveling on our aircraft, and costs for any other personal benefits, for a director exceeds $10,000 for the year, they are included in the amounts in the table below.
From time to time, we provide our directors information on conferences and seminars that may be of interest to them as a director of Liberty Global. For directors who elect to attend these events, we cover the costs as part of our policy to keep members of our board informed on issues that relate to their duties as a director. In addition, we make available to members of our board, at their election, health insurance under our health insurance policies.
At a meeting of our independent directors in March 2016, they authorized the payment or reimbursement of personal expenses incurred by Mr. Malone of up to $500,000 per year related to his ownership of our shares and his service as our chairman. In February 2019, at a meeting of our independent directors, they authorized an increase in this reimbursement allowance to $750,000 per year commencing with the year 2019. These expenses include professional fees and other expenses incurred by Mr. Malone for estate or tax planning, regulatory filings and other services.
Equity Awards
As of the date of each annual general meeting of shareholders, each continuing non-executive director receives an equity award under the 2014 Liberty Global Nonemployee Director Incentive Plan (the 2014 Director Plan). Prior to March 2014, such awards were under the 2005 Liberty Global Inc. Nonemployee Director Incentive Plan (the 2005 Director Plan). On the date of sucheach annual general meeting of shareholders held in 2016 and in 2017, each non-executive director received equity grants with a combined grant date fair value of $187,500

awarded, at his or her election, either as (1) a grant of options for Old Liberty Global Class A shares, a grant of options for Liberty Global Class C shares, a grant of options for LiLAC Class A shares and a grant of options for Old Liberty GlobalLiLAC Class C shares, or (2) a grant of options for Old Liberty Global Class A shares, a grant of options for Liberty Global Class C shares, a grant of options for LiLAC Class A shares and a grant of options for Old Liberty GlobalLiLAC Class C shares for one-half the value and a grant of Old Liberty Global Class A RSUs, a grant of Liberty Global Class C RSUs, a grant of LiLAC Class A RSUs and a grant of Old Liberty GlobalLiLAC Class C RSUs for the remaining value. Beginning in 2016,Commencing with the grant of options will be for2018 AGM, such equity grants are based solely on Liberty Global Class A shares and Liberty Global Class C shares, LiLAC Class A shares and LiLAC Class C shares. Similarly, the grant of RSUs in the combination award will be for Liberty Global Class A RSUs, Liberty Global Class C RSUs, LiLAC Class A RSUs and LiLAC Class C RSUs. The overall value of the equity grants remains the same.
The equity grant election must be made at least two business days prior to the applicable shareholders meeting. If no election is made, the director will receive the award of options. The option grants have a term of seven years and vest as to one-third of the option shares on the date of the first annual general meeting of shareholders after the date of grant and as to an additional one-third of the option shares each on the date of the following two annual general meetings of shareholders thereafter,

provided that the director continues to serve as a director immediately prior to the applicable vesting date. Beginning with the AGM, the option grants will have a term of 10 years. For purposes of determining the number of RSUs of a class to be granted, the grant date fair value of the options for the same class is determined using the same valuation methodology as we use to determine the value of option grants in accordance with FASB ASC 718 on the date of the applicable annual shareholders meeting. The awards of RSUs vest in full on the date of the first annual shareholders meeting after the date of grant.
Until 2016, aA non-executive director receivedreceives a grant of options for Oldeach of Liberty Global Class A shares and a grant of options for Old Liberty Global Class C shares with a combined grant date fair value equal to $187,500 upon the date he or she is first elected or appointed to our board of directors. Thereafter, the equity grant will be options for Liberty Global Class A shares, Liberty Global Class C shares, LiLAC Class A shares and LiLAC Class C shares for the same combined grant date fair value. The grant date fair value of the options awarded is determined using the same valuation methodology as we use to determine the value of option grants in accordance with FASB ASC 718 on the date of election or appointment. The option grants have a term of seven years (and beginning with 2019, a term of 10 years) and vest as to one-third of the option shares on the later to occur of (1) the six month anniversary date of the date of grant or (2) the date of the first annual shareholders meeting after the date of grant. Thereafter the remaining option shares vest as to an additional one-third of the option shares on the date of each annual shareholders meeting, provided that the director continues to serve as a director immediately prior to the applicable vesting date. From March 3, 2014, all awards to our non-executive directors are granted under our 2014 Director Plan.
Although Mr. Malone is a non-executive director, he currently serves without cash compensation other than the reimbursement of certain expenses as described below.above. As chairman of our board, any compensation paid to him is subject to review and approval of our compensation committee. Prior to our company redomiciling to the U.K., the board of Liberty Global delegated to the compensation committee the authority to approve annual awards of options to Mr. Malone under the 2005 Director Plan (the 2014 Director Plan after March 2014) with a combined grant date fair value equivalent to $1.0 million for so long as he continues to serve as chairman of the board and a non-executive director. The terms of the option awards are equivalent to those for our other non-executive directors, except that the annual vesting over three years occurs on each anniversary of the grant date rather than on the date of the annual general meeting of shareholders. Any such awards will be subject to review and approval by the compensation committee in connection with its annual equity grant approval process. On May 1, 2015,2018, the compensation committee with the approval of our independent directors, approved a grant to Mr. Malone for his services as chairman of the Liberty Global board and a non-executive director of options to purchase (as adjusted for the distribution of the LiLAC Shares) Liberty Global Class A shares, Liberty Global Class C shares, LiLAC Class A shares and LiLAC Class C shares, with an aggregate grant date fair value of $1.0 million. At a meeting of our independent directors in February 2019, they authorized an increase in the grant date fair value of the annual option grant to $2.0 million commencing with the grant in 2019. It is anticipated that these provisions will apply to future annual grants to Mr. Malone as chairman of our board.
Atboard, except future grants may be either or a meetingcombination of our independent directors in December 2013, they authorized the payment or reimbursement of personal expenses incurred by Mr. Malone of up to $300,000 per year related to his ownership of our sharesLiberty Global Class A and his service as our chairman. In March 2016, at a meeting of our independent directors, they authorized an increase in this reimbursement allowance to $500,000 per year commencing with the year 2016. These expenses include professional fees and other expenses incurred by Mr. Malone for estate or tax planning, regulatory filings and other services.Liberty Global Class C shares.
Deferred Compensation Plan
At its December 2009 meeting, the LGI board of directors adopted the Liberty Global Nonemployee Director Deferred Compensation Plan, as amended (the Director Deferred Compensation Plan), which has since been assumed by Liberty Global. Under the Director Deferred Compensation Plan, beginning with deferral elections for 2014 and after, non-executive directors

may elect to defer payment of up to 85% of their annual retainer, whether payable in cash or equity, and their annual equity awards to the extent payable in restricted shares or RSUs. For deferral elections for 2013 and before, non-executive directors could elect to defer all or a portion of such compensation. The Director Deferred Compensation Plan became effective beginning with compensation payable in 2010.
Annual retainers payable in cash and deferred under the Director Deferred Compensation Plan will be credited with interest at the rate of 9% per year, compounded quarterly at the end of each calendar quarter for amounts deferred before January 1, 2013 and compounded daily for amounts deferred thereafter (the credited interest fund). Our board reserved the right to change the interest rate in the future, provided that any decreases in the rate will apply only to deferred elections that become irrevocable after the new rate is set. At its meeting in December 2016, our board modified the rate of interest to 8.5% per year compounded daily for compensation deferred after December 31, 2016. Annual retainers payable in shares and annual equity awards payable in restricted shares or RSUs that are deferred will not be credited with interest, but will be adjusted for splits, combinations, dividends or distributions (the stock fund). At the end of 2017, all LiLAC Class A shares and LiLAC Class C shares deferred in the Director Deferred Compensation Plan were converted to the comparable Liberty Global class of shares based on the closing prices of the respective classes of shares on December 29, 2017, the date Liberty Global split off its Latin American operations into Liberty Latin America Ltd.
The deferred annual retainers and deferred equity awards may be distributed in a lump sum or in a series of up to 10 equal annual installments upon a distribution event. A distribution event is when (1) the director ceases to be a member of our board

or dies, or (2) at the election of our board, within 12 months of certain change-in-control events, or (3) beginning with compensation deferred in 2012, a specific date is selected by the director at the time he or she makes his deferral election.
The Director Deferred Compensation Plan provides our board with the discretion to terminate the Director Deferred Compensation Plan at any time. Such anThis optional termination will not result in accelerated distributions.
20152018 Compensation of Liberty Global Directors
The following table sets forth information concerning the compensation of our nonemployee directors for fiscal year 2015.2018.
Name (1) Fees Earned or Paid in Cash ($) Stock Awards ($)(2)(3) Option Awards
($)(2)(3)		 Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) All Other Compensation ($) Total ($)
                
John C. Malone —
(5) 

 

 —
 326,570
(6) 1,333,690

Liberty Global
Class A		 —
  —
 324,621
        
Liberty Global
Class C		 —
  —
 634,050
        
LiLAC Class A —
  —
 16,276
        
LiLAC Class C —
  —
 32,173
        
Andrew J. Cole 37,438
  

 

 —
 90
(7) 303,582
 
Liberty Global
Class A		 26,906
(8) —
 62,023
        
Liberty Global
Class C		 51,406
(8) —
 116,799
        
LiLAC Class A —
  —
 3,099
        
LiLAC Class C —
  —
 5,821
        
John P. Cole, Jr. 20,329
  

 

 —
 114
(7) 308,106
 
Liberty Global
Class A		 34,343
(8) —
 62,023
        
Liberty Global
  Class C
 65,578
(8) —
 116,799
        
LiLAC Class A —
  —
 3,099
        
LiLAC Class C —
  —
 5,821
        
Miranda Curtis 122,500
  

 

 —
 107
(7) 310,349
 
Liberty Global
  Class A
 —
  —
 62,023
        
Liberty Global
  Class C
 —
  —
 116,799
        
LiLAC Class A —
  —
 3,099
        
LiLAC Class C —
  —
 5,821
        
John W. Dick 24,079
  

 

 —
 132,687
(9) 444,429
 
Liberty Global
Class A		 34,343
(8) —
 62,023
        
Liberty Global
  Class C
 65,578
(8) —
 116,799
        
LiLAC Class A —
  —
 3,099
        

Name (1) Fees Earned or Paid in Cash ($) Stock Awards ($)(2)(3) Option Awards
($)(2)(3)		 Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) All Other Compensation ($) Total ($)
LiLAC Class C —

 —
 5,821
        
Paul A. Gould 24,128
(10) 

 

 11,064
 11,730
(11) 359,536
(12)
Liberty Global
Class A		 42,889
(8) —
 62,023
        
Liberty Global
  Class C
 81,983
(8) —
 116,799
        
LiLAC Class A —
  —
 3,099
        
LiLAC Class C —

 —
 5,821
        
Richard R. Green 15,829
  

 

 13
 84
(7) 303,589
 
Liberty Global
Class A		 34,343
(8) —
 62,023
        
Liberty Global
  Class C
 65,578
(8) —
 116,799
        
LiLAC Class A —
  —
 3,099
        
LiLAC Class C —
  —
 5,821
        
David E. Rapley 125,750
(13) 

 

 29,369
 15,253
(14) 357,981

Liberty Global
Class A		 —
  30,996
 31,026
        
Liberty Global
  Class C
 —
  58,363
 58,399
        
LiLAC Class A —
  1,499
 1,543
        
LiLAC Class C —
  2,873
 2,910
        
Larry E. Romrell 119,500
  

 

 —
 19,156
(15) 326,398
 
Liberty Global
Class A		 —
  —
 62,023
        
Liberty Global
  Class C
 —
  —
 116,799
        
LiLAC Class A —
  —
 3,099
        
LiLAC Class C —
  —
 5,821
        
JC Sparkman 145,250
  

 

 —
 40,117
(16) 372,976
 
Liberty Global
Class A		 —
  30,996
 31,026
        
Liberty Global
  Class C
 —
  58,363
 58,399
        
LiLAC Class A —
  1,499
 1,543
        
LiLAC Class C —
  2,873
 2,910
        
J. David Wargo 24,922
(17) 

 

 7,064
 139
(7) 319,695
(18)
Liberty Global
Class A		 34,300
(8) —
 62,023
        
Liberty Global
  Class C
 65,528
(8) —
 116,799
        
LiLAC Class A —
  —
 3,099
        
LiLAC Class C —

 —
 5,821
        
Name (1) Fees Earned or Paid in Cash ($)  Option Awards
($)(2)(3)		 Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) All Other Compensation ($) Total ($)
               
John C. Malone —
(5)  

 —
 505,116
(6) 1,507,835
Liberty Global Class A —
   —
        
Liberty Global Class C —
   1,002,719
        
Andrew J. Cole 16,675
(7)  

 11
 12,421
(8) 316,437(10)
Liberty Global Class A 34,045
(11)  65,588
        
Liberty Global Class C 65,780
(11)  121,917
        
Miranda Curtis 120,250
   

 —
 33,237
(12) 340,992 
Liberty Global Class A —
   65,588
        
Liberty Global Class C —
   121,917
        
John W. Dick 20,762
   

 —
 185
(9) 306,440 
Liberty Global Class A 33,356
(11)  65,588
        
Liberty Global Class C 64,632
(11)  121,917
        
Paul A. Gould 20,398
(7)  

 15,040
 101
(9) 347,896(13)
Liberty Global Class A 42,569
(11)  65,588
        
Liberty Global Class C 82,283
(11)  121,917
        
Richard R. Green 111,250
   

 8,314
 155
(9) 307,224 
Liberty Global Class A —

  65,588
        
Liberty Global Class C —

  121,917
        
David E. Rapley 121,250
(14)  

 58,660
 16,998
(15) 384,413
Liberty Global Class A —
   65,588
        
Liberty Global Class C —
   121,917
        
Larry E. Romrell 117,250
   

 —
 173
(9) 304,928 
Liberty Global Class A —
   65,588
        
Liberty Global Class C —
   121,917
        
JC Sparkman 143,000
   

 —
 138
(9) 330,643 
Liberty Global Class A —
   65,588
        
Liberty Global Class C —
   121,917
        
J. David Wargo 21,175
(7)  

 9,606
 12,975
(16) 331,086(17)
Liberty Global Class A 34,045
(11)  65,588
        
Liberty Global Class C 65,780
(11)  121,917
        
_______________
(1)
Mr. Fries, our CEO and president, is not included in this table because he is a named executive officer of Liberty Global and does not receive any additional compensation as an executivea director. For information on Mr. Fries’ compensation, please see —Summary Compensation above.
(2)The dollar amounts in the table reflect the grant date fair value of the option awards and the fair value of share awards related to Liberty Global Class A shares and Liberty Global Class C shares, LiLAC Class A shares and LiLAC Class C shares at the time of grant in accordance with FASB ASC 718, as adjusted for the LiLAC Transaction.718.

(3)At December 31, 2015, the2018, our current directors had the following awards outstanding:
Name Class Options (#) Restricted Shares (#)(a)
       
John C. Malone Liberty Global Class A 53,239
 —
  Liberty Global Class C 113,945
 —
  LiLAC Class A 2,664
 —
  LiLAC Class C 5,735
 —
Andrew J. Cole Liberty Global Class A 14,653
 —
  Liberty Global Class C 34,526
 —
  LiLAC Class A 731
 —
  LiLAC Class C 1,723
 —
John P. Cole, Jr. Liberty Global Class A 55,916
 —
  Liberty Global Class C 157,981
 —
  LiLAC Class A 2,790
 —
  LiLAC Class C 7,889
 —
Miranda Curtis Liberty Global Class A 20,639
 —
  Liberty Global Class C 52,625
 —
  LiLAC Class A 1,029
 —
  LiLAC Class C 2,625
 —
John W. Dick Liberty Global Class A 52,142
 —
  Liberty Global Class C 157,160
 —
  LiLAC Class A 2,602
 —
  LiLAC Class C 7,848
 —
Paul A. Gould Liberty Global Class A 50,665
 —
  Liberty Global Class C 142,301
 —
  LiLAC Class A 2,529
 —
  LiLAC Class C 7,105
 —
Richard R. Green Liberty Global Class A 41,639
 —
  Liberty Global Class C 115,348
 —
  LiLAC Class A 2,078
 —
  LiLAC Class C 5,759
 —
David E. Rapley Liberty Global Class A 17,161
 579
  Liberty Global Class C 47,237
 1,158
  LiLAC Class A 854
 28
  LiLAC Class C 2,356
 57
Larry E. Romrell Liberty Global Class A 17,831
 —
  Liberty Global Class C 44,209
 —
  LiLAC Class A 888
 —
  LiLAC Class C 2,204
 —
JC Sparkman Liberty Global Class A 40,406
 579
  Liberty Global Class C 116,656
 1,158
  LiLAC Class A 2,015
 28
  LiLAC Class C 5,825
 57
J. David Wargo Liberty Global Class A 61,167
 —
  Liberty Global Class C 173,662
 —
  LiLAC Class A 3,053
 —
  LiLAC Class C 8,673
 —
_______________
(a)NameRepresents shares to be issued upon vesting of RSUs.ClassOptions (#)
John C. MaloneLiberty Global Class A115,971
Liberty Global Class C369,383
Andrew J. ColeLiberty Global Class A35,584
Liberty Global Class C76,388
Miranda CurtisLiberty Global Class A41,570
Liberty Global Class C94,487
John W. DickLiberty Global Class A52,071
Liberty Global Class C125,849
Paul A. GouldLiberty Global Class A45,344
Liberty Global Class C105,762
Richard R. GreenLiberty Global Class A50,656
Liberty Global Class C125,849
David E. RapleyLiberty Global Class A38,092
Liberty Global Class C89,099
Larry E. RomrellLiberty Global Class A38,762
Liberty Global Class C86,071
JC SparkmanLiberty Global Class A37,415
Liberty Global Class C89,959
J. David WargoLiberty Global Class A50,595
Liberty Global Class C121,443

(4)The dollar amounts shown in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column reflect the above-market value of accrued interest, which is the portion of the accrued interest equal to the amount that exceeds 120% of the applicable federal long-term rate (with compounding) at the time the rate was set, on compensation previously deferred by such director under our Director Deferred Compensation Plan.
(5)Mr. Malone serves without cash compensation. On May 1, 2015,2018, our compensation committee granted Mr. Malone option awards for his services as chairman of the board, and a non-executive director, which options vest in three equal annual installments, commencing May 1, 2016.2019.

(6)Includes our aggregate incremental cost attributable to the director’s spouse accompanying him on a business trip to and from the July 2015 board meeting in Amsterdam, the Netherlands, with personal stops ($26,104). Also includes reimbursement for personal expenses related to the ownership of our shares and his service as our chairman ($300,000)500,000) and aggregate incremental cost attributable to personal use of our aircraft and the director’s spouse accompanying him on a business trip to and from Dublin, Ireland, plus the cost of ground transportation for the July 2018 board meeting. Also includes gifts from us valued at approximately $1,000 and the related tax gross-up ($197).
(7)Amount includes $74 of Mr. Cole’s fees, $69 of Mr. Gould’s fees and $74 of Mr. Wargo’s fees, respectively, the payment of which each such director elected to defer pursuant to the Director Deferred Compensation Plan. Such deferred amounts accrue interest at the rate of 8.5% per annum, compounded daily until paid in full.
(8)Includes our cost for a commercial airline ticket for such director’s spouse’s flight to and from Dublin, Ireland ($10,178) for the July 2018 board meeting, the cost of ground transportation, food and tours for his spouse while in Ireland for the July 2018 board meeting and gifts from us valued at less than $420,approximately $1,000, plus the related tax gross-up ($82)217).
(7)(9)Represents the amount paid as a tax gross-up on gifts from us valued at less than $420.approximately $1,000.
(8)(10)This isSuch amount includes the value of 1,082 Liberty Global Class A shares and 2,162 Liberty Global Class C shares, the issuance of which Mr. Cole elected to defer pursuant to the Director Deferred Compensation Plan.
(11)Represents the dollar amount of fees paid in our Liberty Global Class A shares and Liberty Global Class C shares at the election of the director.
(9)(12)Includes our cost for a medical air transport for the director and his companion from Rwanda to London, England, due to a medical emergency ($125,550). AlsoSuch amount includes our aggregate incremental cost attributable to his companion accompanying him on business trips to and and from London, England and Amsterdam, the Netherlands, the cost of ground transportation, food and tours for his companion while in Amsterdam, the Netherlands, for the July 2015 board meeting, health insurance premiums for the benefit of such director and his companionher partner, a contribution to a non-profit organization made by Liberty Global at the request of Ms. Curtis ($30,000) and gifts from us valued at less than $420,approximately $1,000, plus the related tax gross-up ($89)137).
(10)Amount includes $128 of Mr. Gould’s fees, the payment of which Mr. Gould elected to defer pursuant to the Director Deferred Compensation Plan. Such deferred amount accrues interest at the rate of 9% per annum compounded daily until paid in full to him.
(11)Includes our cost for a commercial airline ticket for the director’s spouse’s flight to and from Amsterdam, the Netherlands($8,869) for the July 2015 board meeting, plus the cost for ground transportation, food and tours for his spouse while in Amsterdam, the Netherlands, for the meeting. Also includes gifts from us valued at less than $650, plus the related tax gross-up ($272).
(12)(13)Such amount includes the value of 7731,353 Liberty Global Class A shares and 1,5472,703 Liberty Global Class C shares, the issuance of which Mr. Gould elected to defer pursuant to the Director Deferred Compensation Plan.
(13)(14)Amount includes $110,000$93,500 of Mr. Rapley’s fees, the payment of which Mr. Rapleyhe elected to defer pursuant to the Director Deferred Compensation Plan. Such deferred amount accrues interest at the rate of 9%8.5% per annum compounded daily until paid in full to him.
(14)(15)Includes our cost for commercial airlines ticket for such director’s spouse’s flight to and from Dublin, Ireland ($13,434) for the July 2018 board meeting, plus the cost of ground transportation, food and tours for his spouse while in Ireland. Also includes gifts from us valued at approximately $1,000, plus the related tax gross-up ($182).
(16)Includes our cost for a commercial airline ticket for thesuch director’s spouse’sspouse flight to Amsterdam, the Netherlandsand from Dublin, Ireland ($12,727) for the July 2015 board meeting, plus10,095), the cost forof ground transportation, food and tours for his spouse while in Amsterdam, the Netherlands,Ireland for the meeting. Also includes gifts from us valued at less than $750, plus the related tax gross-up ($227), and our incremental cost attributable the director’s spouse accompany him on a business trip to and from Las Vegas, Nevada.
(15)Includes our aggregate incremental cost attributable to the personal use of our aircraft ($18,683)July 2018 board meeting, and gifts from us valued at less than $420,approximately $1,000, plus the related tax gross-up ($84).
(16)Includes our aggregate incremental cost attributable to the personal use of our aircraft ($39,529). Also includes gifts from us valued at less than $500, plus the related tax gross-up ($118)197).
(17)Amount includes $172 of Mr. Wargo’s fees, the payment of which such director elected to defer pursuant to the Director Deferred Compensation Plan. Such deferred amount accrues interest at the rate of 9% per annum compounded daily until paid in full to him.
(18)Such amount includes the value of 6181,082 Liberty Global Class A shares and 1,2372,162 Liberty Global Class C shares, the issuance of which Mr. Wargo elected to defer pursuant to the Director Deferred Compensation Plan.

RESOLUTION 4

4.To approve, on an advisory basis, the annual report on the implementation of the directors’ compensation policy for the year ended December 31, 2015,2018, contained in Appendix A of this proxy statement (in accordance with requirements applicable to U.K. companies).

In accordance with the regulations promulgated under the Companies Act, we are providing our shareholders the opportunity to approve, on an advisory basis, the compensation paid to our directors for the year ended December 31, 2015.2018. The annual report on the implementation of the directors’ compensation policy is set forth in Appendix A to this proxy statement beginning on page A-4.A-3. In accordance with the Companies Act, the implementation of the directors’ compensation policy has been approved by and signed on behalf of our board and will be delivered to the Registrar of Companies in the U.K. following the AGM.

We are asking our shareholders to indicate their support for the compensation packages we provided in 20152018 as described in Appendix A under Annual Compensation Report. This vote is not intended to address any specific item of the report but rather the overall compensation packages for our directors.

This vote is advisory and therefore is not binding on Liberty Global or our board of directors. The outcome of this advisory vote will not overrule any portion of the compensation packages made available to our directors in 20152018 and will not create or imply any additional fiduciary duties or change to the fiduciary duties of our board. However, we value the opinion of our shareholders and our board will consider the outcome of the vote when making future compensation packages available to directors, including our executive director.

Vote and Recommendation
The affirmative vote of a simple majority of the votes cast by the holders of our voting shares (voting together as a single class) is required to approve resolution 4.

Our board of directors unanimously recommends a vote “FOR” the approval of resolution 4.





RESOLUTIONSRESOLUTION 5 6 AND 7


5.To approve an amendment to the Liberty Global 2014 Incentive Plan (As Amended and Restated effective February 24, 2015) to increase the number of ordinary shares authorized under such plan from 105,000,000 to 155,000,000.

At this AGM, we are asking our shareholders to approve the addition of 50 million ordinary shares to the 2014 Incentive Plan. If the resolution for the incentive plan amendment receives the requisite shareholder approval, this amendment will be reflected in the 2014 Incentive Plan, which will be restated as of the date of the AGM. Except for the share increase and administrative updates, all other terms and conditions of the 2014 Incentive Plan will remain the same.

Because of the significant decline in the market price of our ordinary shares, our board deemed the increase advisable in order to ensure that sufficient shares would be available for the compensation committee, in its sole discretion, to continue to make future grants of equity awards to eligible employees and independent contractors. For more information about the performance and other equity awards made under the 2014 Incentive Plan, see Executive Officers and Directors Compensation—Compensation Discussion and Analysis—Elements of the Compensation Packages and —Narrative Summary Compensation and Grants of Plan-Based Equity Awards.

As of April 1, 2019, equity awards based on an aggregate of 24,409,829 million Liberty Global Class A shares, 48,786 Liberty Global Class B shares and 50,023,311 million of Liberty Global Class C shares were outstanding under the 2014 Incentive Plan. The 2014 Incentive Plan had 15,511,698 ordinary shares available for grant as of April 1, 2019. These ordinary shares may be awarded in any class of ordinary shares under the 2014 Incentive Plan. The available ordinary shares do not reflect any reserve for ordinary shares that may be issued to pay installments of earned 2016 PSUs.

For the foregoing reason, we are requesting our shareholders to approve the increase in the number of ordinary shares available for issuance under the 2014 Incentive Plan. Subject to shareholder approval at the AGM, the maximum number of shares with respect to which awards may be granted under the 2014 Incentive Plan will increase to 155 million, subject to anti-dilution and other adjustment provisions of the 2014 Incentive Plan. The limit on the number of ordinary shares that may be awarded in Liberty Global Class B shares will remain unchanged. If the incentive plan amendment is not approved at the AGM, the maximum number of ordinary shares with respect to which awards may be issued under the 2014 Incentive Plan will remain at 105 million, subject to anti-dilution and other adjustment provisions of the 2014 Incentive Plan, of which no more than 50.25 million may be awarded in Liberty Global Class B shares. With limited exceptions, no person may be granted in any calendar year awards covering more than 8,004,000 million of our ordinary shares, of which no more than approximately four million ordinary shares may consist of Liberty Global Class B shares. In addition, no person may receive payment for cash awards under the 2014 Incentive Plan during any calendar year in excess of $10 million.

The following description reflects the terms and conditions of the 2014 Incentive Plan as proposed to be amended and is not intended to be complete. We refer you to the copy of the 2014 Incentive Plan included as Appendix B: Liberty Global 2014 Incentive Plan (Amended and Restated effective June 11, 2019) to this proxy statement for a complete statement of its terms and conditions.
Summary of 2014 Incentive Plan

The 2014 Incentive Plan permits the grant of the following awards (Awards): shares options (Options), restricted shares awards (Restricted Shares), SARs, RSUs and other grants of ordinary shares. Employees and consultants of Liberty Global and affiliated entities designated by our board may receive Awards under the 2014 Incentive Plan. The compensation committee has the authority to grant Awards under the 2014 Incentive Plan to employees and consultants, and may, under certain circumstances, delegate to our officers the authority to grant Awards to specified groups of employees and consultants. References in the following discussion to the compensation committee’s power to make grants of Awards and establish the terms of Awards shall include our officers to whom such power has been delegated by the compensation committee.

The Awards that will be granted under the 2014 Incentive Plan in the future to eligible employees and consultants are not determinable at this time because the compensation committee may choose to make Awards or may choose to decline to make Awards in accordance with the compensation committee’s existing policies and the terms of the 2014 Incentive Plan. The compensation committee has the sole discretion to determine the employees and consultants to whom Awards may be granted, the type of Awards granted and the manner in which the Awards will vest. Although we cannot predict the number of future award recipients, we estimate that there will be approximately1,000 employees of our company (including employees

of our subsidiaries) who will be eligible to receive awards under the 2014 Incentive Plan. The 2014 Incentive Plan terminates February 29, 2024.

The board believes it is in the best interest of our company to approve the incentive plan amendment to the 2014 Incentive Plan. The approval of the incentive plan amendment will allow us to grant additional share based awards for the purpose of attracting and retaining new employees and to further compensate, where appropriate, employees that previously received awards under the 2014 Incentive Plan.

Our board of directors recommends that shareholders approve the incentive plan amendment to the 2014 Incentive Plan. The principal features of the 2014 Incentive Plan are summarized below:

Administration of the 2014 Incentive Plan.  The compensation committee will administer and interpret the 2014 Incentive Plan subject to the authority of the compensation committee to delegate certain functions to officers of Liberty Global. The compensation committee will be comprised of at least two individuals who meet the “non-employee directors” requirements of 16b-3 of the Exchange Act and “independent” requirement of ant principal securities exchange on which the ordinary shares are traded.

Adjustments.  The number of ordinary shares of Liberty Global is subject to adjustment on account of share splits, reverse share splits, share dividends, reclassifications, recapitalizations, reorganizations and other dilutive changes in the Liberty Global ordinary. The compensation committee also has discretion to make adjustments in the event of share dividend, alteration of capital, bonus issue, reorganization, exchange of ordinary shares, rights offering or any other changes in the outstanding ordinary shares necessary to pursue the benefits intended under the 2014 Incentive Plan.

Options.  The 2014 Incentive Plan provides for the grant of Options to employees. The compensation committee determines the Option term, which can be no longer than 10 years from the date of grant. The compensation committee determines the exercise price for each Option, which may be more than, or equal to, the fair market value of the ordinary shares subject to the Option on the date of grant. Notwithstanding the foregoing, the exercise price of Options to purchase Liberty Global Class C shares under the Virgin Media Sharesave for U.K. resident employees, which was approved by our shareholders in 2015, may not be less than 80% of the fair market value of such ordinary shares on the date of grant. As of April 1, 2019, we have granted Options under the 2014 Incentive Plan to purchase an aggregate of 1,135,748Liberty Global Class C shares, which have seven-year terms. The exercise prices of the Liberty Global Class C Options range from $22.53to $32.41per share. The closing share price of the Liberty Global Class C shares was $24.15 as of April 1, 2019.

An Option holder may exercise an Option by written notice and payment of the exercise price (i) in cash, check or promissory note, (ii) through a broker’s transaction by directing a broker to sell all or a portion of such ordinary shares to pay the exercise price, (iii) by any other method approved by the compensation committee, or (iv) any combination of the foregoing methods.

Share Appreciation Rights.  SARs may be granted to employees or consultants and may entitle the recipient to ordinary shares, cash or a combination of both. A SAR may be granted under the 2014 Incentive Plan to the holder of an Option (a Related Option) with respect to all or a portion of the ordinary shares subject to the Related Option (a Tandem SAR) or may be granted separately to an eligible person (a Free Standing SAR). A Tandem SAR may be granted either concurrently with the grant of the Related Option or at any time thereafter and prior to the complete exercise, termination, expiration or cancellation of the Related Option. A Tandem SAR will be exercisable only at the time and to the extent that the Related Option is exercisable, may be subject to such additional limitations on exercisability as the related agreement may provide and may in no event be exercised after the complete termination or full exercise of the Related Option. Upon exercise of a Tandem SAR, unless the compensation committee provides otherwise, the holder will be entitled to receive an amount equal in value to the excess of the fair market value of a share of the applicable class of ordinary shares on the date of exercise over the exercise price of the Related Option, and the Related Option will be cancelled automatically to the extent of the number of ordinary shares with respect to which such Tandem SAR is exercised. Upon the exercise or termination of the Related Option, the Tandem SAR will be canceled automatically to the extent of the number of shares of the ordinary shares with respect to which the Related Option was so exercised or terminated.

Free Standing SARs will be exercisable at the time, to the extent and upon the terms and conditions determined by the compensation committee. On the date of grant of a Free Standing SAR, the compensation committee will determine the base price per share of the SAR, which may be more than or equal to the fair market value of the applicable class of ordinary shares on such date. Upon exercise of a Free Standing SAR, unless the compensation committee provides otherwise, the holder will be entitled to receive for each share of the applicable class of ordinary shares with respect to which the SAR is

exercised, an amount equal to the excess of the fair market value of such ordinary shares on the date of exercise over the base price per share of such SAR. Amounts payable pursuant to the exercise of a SAR (whether a Tandem SAR or a Free Standing SAR) shall be paid in shares of the applicable class of ordinary shares (valued at their fair market value on the date of exercise of the SAR) or in cash or a combination thereof as specified by the compensation committee in its sole discretion. However, unless the compensation committee provides otherwise, an exercisable Free Standing SAR will be exercised automatically for ordinary shares on its expiration date. The compensation committee may, in its sole discretion, provide for a limit on the amount payable to the holder of the SAR, either upon exercise or in the aggregate, and may establish such other rules and regulations with respect to each grant of SARs as it may determine. As of April 1, 2019, we have granted Free Standing SARs under the 2014 Incentive Plan with respect to (a) an aggregate of 11,395,800Liberty Global Class A Shares and 22,858,031Liberty Global Class C Shares, which have seven-year terms and (b) an aggregate of 7,803,316Liberty Global Class A Shares and 15,606,632Liberty Global Class C Shares, which have 10-year terms. The base prices of the Liberty Global Class A SARs range from $24.90to $45.62 per share, and the base prices of the Liberty Global Class C SARs range from $24.15to $42.49per share. The closing share price of the Liberty Global Class A shares was $24.90 as of April 1, 2019.

Restricted Share Awards.  The compensation committee may grant Restricted Share Awards consisting of ordinary shares with such restrictions as the compensation committee shall determine, including but not limited to a period of time which must elapse (the Restricted Period) or such other restrictions, terms and conditions that must be fulfilled, applicable to the vesting of the Restricted Shares. Restricted Shares shall constitute issued and outstanding ordinary shares for all corporate purposes. Upon becoming the holder of record of the Restricted Shares, the holder will have the right to vote Restricted Shares and to receive such dividends and other distributions, which are paid or distributed on such Restricted Shares, as the compensation committee may designate, and generally to exercise all other rights as a holder of ordinary shares, except that, until the restrictions elapse: (a) such holder will not be entitled to take possession of the share certificates representing the Restricted Shares; (b) other than dividends and distributions as the compensation committee may designate, our company will retain custody of all distributions and such distributions will be subject to the same restrictions, terms and vesting, and other conditions as are applicable to the Restricted Share; and (c) such holder may not sell, transfer or otherwise dispose of the Restricted Shares. A breach of any restrictions, terms or conditions established by the compensation committee with respect to any Restricted Share Award will cause a forfeiture of the Restricted Shares.

Upon expiration of the applicable Restriction Period and the satisfaction of any other applicable conditions, all or part of the Restricted Shares, and any unpaid dividend or distributions with respect to such number of Restricted Shares, will become vested. Any Restricted Share which does not vest will be forfeited, along with any unpaid dividends or distributions attributable thereto.

Restricted Share Units.  The 2014 Incentive Plan also authorizes the compensation committee to grant RSUs to eligible persons. Awards of RSUs are valued in whole or in part by reference to, or are otherwise based on, the fair market value of the underlying ordinary shares. The compensation committee will determine all terms and conditions of RSU Awards. The provisions of any RSU Award need not be the same with respect to each recipient and are subject to such rules as the compensation committee may establish at the time of grant.

Bonus Shares.  Under the 2014 Incentive Plan, the compensation committee may grant bonus shares to eligible persons. Bonus shares may be outright grants of ordinary shares or may be grants of ordinary shares subject to certain specified performance or employment goals.

Performance Awards. The compensation committee may designate any Award under the 2014 Incentive Plan as a performance award. A performance award is subject to the achievement of performance objectives over a performance period, each as established by the compensation committee.

Non Transferability.  Except as permitted by law, unless otherwise determined by the compensation committee and provided in the Award Agreement, Awards are non-transferable, except by will or pursuant to the laws of descent and distribution or pursuant to a domestic relations order and, except as otherwise required pursuant to a domestic relations order, Awards may be exercised during the lifetime of the holder thereof only by such holder (or his or her court appointed legal representative).

Effect of Termination of Services.  Unless the compensation committee specifies otherwise, the following provisions apply with respect to the exercisability of an Award following the termination of the holder’s services. If a holder’s employment or directorship terminates after the Award’s grant date for any reason other than death, disability or retirement, any unvested portion of the Award is void for all purposes and any vested Options or SARs may be exercised during the

period specified in the applicable award agreement. If the holder’s employment or directorship terminates because the holder dies or becomes disabled, Options, SARs, Restricted Shares and RSUs will become fully vested. If the holder’s employment or directorship terminates because the holder retires, Awards other than performance awards will become vested as if the holder was employed through the first anniversary of the holder’s retirement, and any vested and unexercised Options and SARs will remain exercisable until the earlier of the date that is two years after the holder’s retirement or the original expiration of the Option or SAR. If the holder’s employment or directorship terminates for cause, any unvested Awards, and any unexercised Options and SARs, will immediately be forfeited and terminate. The effect, if any, of a termination of service on a performance award will be specified in the applicable award agreement.

Change in Control.  The 2014 Incentive Plan describes three categories of change-in-control events. An Unapproved Control Purchase occurs when a person or entity, subject to specified exceptions, acquires beneficial ownership of at least 20% of the combined voting power of our outstanding securities ordinarily having the right to vote in the election of directors in a transaction that has not been approved by our board of directors. A Board Change occurs if, during any two-year period, persons comprising the board of directors at the beginning of the period cease to be a majority of the board, unless the new directors were nominated or appointed by two-thirds of the continuing original directors. A Reorganization occurs when our board approves certain transactions such as (a) a merger, consolidation or binding share exchange that results in the shareholders of our company prior to the transaction owning less than a majority of the combined voting power of our capital stock after the transaction or in which our ordinary shares are converted into cash, securities or other property, subject to certain exceptions, (b) a plan of liquidation of our company, or (c) a sale of substantially all the assets of our company. If an Unapproved Control Purchase, Board Change or Reorganization occurs, unless the compensation committee provides for replacement awards after a Reorganization, Options, SARs, Restricted Shares, RSUs will become vested in full, with Options and SARs remaining exercisable for the period specified in, and performance awards being treated as specified in, the applicable award agreement.

Amendment and Termination.  The compensation committee may amend, terminate or modify the 2014 Incentive Plan in any respect at any time, but no action can adversely affect the rights of the holder of an Award without the Award holder’s consent.

Federal Income Tax Consequences.  The following summary generally describes the principal U.S. federal (but not foreign, state or local) income tax consequences of certain Awards made pursuant to the 2014 Incentive Plan. It is general in nature and is not intended to cover all tax consequences that may apply to a particular recipient or to Liberty Global. In particular, this summary is qualified in its entirety by the discussion of Section 162(m) of the Code, discussed below under Certain Tax CodeLimitations on Deductibility. The provisions of the Code and the regulations thereunder relating to these matters are complicated and their impact in any one case may depend upon the particular circumstances.

Options; SARs. Holders will not realize taxable income upon the grant of an Option or a Tandem SAR or Free-Standing SAR. Upon the exercise of an Option, the holder will recognize ordinary income (subject to withholding, if applicable) in an amount equal to the excess of (1) the fair market value on the date of exercise of the ordinary shares purchased over (2) the exercise price (if any) he or she paid for the ordinary shares. Upon the exercise of a SAR, the holder will recognize ordinary income (subject to withholding, if applicable) in an amount equal to the excess of (1) the fair market value on the date of exercise of the ordinary shares underlying the SAR over (2) the base price of the SAR. The holder will generally have a tax basis in any ordinary shares received pursuant to the exercise of a SAR, or pursuant to the cash exercise of an Option, that equals the fair market value of such ordinary shares on the date of exercise. Subject to the discussion under Certain Tax Code Limitations on Deductibility below, we will be entitled to a deduction for U.S. federal income tax purposes that corresponds as to timing and amount of the compensation income recognized by the holder under the foregoing rules. The disposition of the ordinary shares acquired upon exercise of an Option or a SAR will ordinarily result in capital gain or loss.
Cash Awards; Bonus Shares; RSUs; Restricted Shares. A holder will recognize ordinary compensation income upon receipt of cash pursuant to a cash award or, if earlier, at the time such cash is otherwise made available for the holder to draw upon it. A holder will recognize ordinary compensation income upon receipt of bonus shares equal to the fair market value of the bonus shares less the amount, if any, paid by the holder for such shares. A holder will not have taxable income upon the grant of an RSU but rather will generally recognize ordinary compensation income at the time the holder receives cash in satisfaction of such RSU or Shares in satisfaction of such RSU in an amount equal to the cash or the fair market value of the ordinary shares received. Dividend equivalents, if any, paid to the holder will be ordinary compensation income to the holder.
Generally, a holder will not recognize taxable income upon the grant of Restricted Shares, and the company will not be entitled to any federal income deduction upon the grant of such award. The value of the Restricted Shares will generally be taxable to the holder as compensation income in the year or years in which the restrictions on the ordinary shares lapse. Such

value will equal the fair market value of the ordinary shares on the date or dates the restrictions terminate. A holder who is an employee will be subject to withholding for federal, and generally for state and local, income taxes at the time the holder recognizes income under the rules described above with respect to the cash or the ordinary shares received pursuant to awards.
Subject to the discussion under Certain Tax Code Limitations on Deductibility below, the company will be entitled to a deduction for U.S. federal income tax purposes that corresponds as to timing and amount of the compensation income recognized by the holder under the foregoing rules.
Section 409A. Section 409A of the Code (Section 409A) generally provides that any deferred compensation arrangement must meet specific requirements, both in operation and in form, regarding (1) the timing of payment, (2) the advance election of deferrals, and (3) restrictions on the acceleration of payment. Failure to comply with Section 409A results in the holder being subject to immediate taxation of any deferred amounts, to the extent not subject to a substantial risk of forfeiture, plus interest, and an additional 20% tax on such deferred amounts that are subject to immediate taxation.It is our company’s intent to structure awards under the 2014 Incentive Plan in a manner that either complies with Section 409A or results in the award being exempt from Section 409A, as applicable.
Certain Tax Code Limitations on Deductibility. In order for our company to deduct the amounts described above, such amounts must constitute reasonable compensation for services rendered or to be rendered and must be ordinary and necessary business expenses. Our ability to obtain a deduction for future payments under the 2014 Incentive Plan could also be limited by Section 280G of the Code, which provides that certain excess parachute payments made in connection with a change of control of an employer are not deductible. Our ability to obtain a deduction for amounts paid under the 2014 Incentive Plan could also be affected by Section 162(m) of the Code, which limits the deductibility, for U.S. federal income tax purposes, of compensation paid to certain employees to $1 million during any taxable year. For periods prior to 2018, certain exceptions apply to this limitation in the case of qualified performance-based compensation. At that time, we designed the grant and payment of qualified performance-based compensation (including certain Options and SARs) under the 2014 Incentive Plan so as to be eligible for the performance-based exception. However, the performance based exception to Section 162(m) of the Code was repealed effective for periods after 2017, such that compensation paid to certain of our employees will not be deductible in excess of $1 million unless the compensation qualifies for transition relief. To the extent applicable, we intend to comply with the transition relief in order to preserve deductions with respect to outstanding awards.
Benefits to be Received Under the 2014 Incentive Plan.  The benefits to be received in the future under the 2014 Incentive Plan are indeterminable as all grants are determined by the compensation committee in its discretion and no arrangements have been made at this time with respect to the additional shares to be added to the 2014 Incentive Plan pursuant to the incentive plan amendment.

Vote and Recommendation
The affirmative vote of a simple majority of the votes cast by the holders of our voting shares (voting together as a single class) is required to approve resolution 5.

Our board of directors unanimously recommends a vote “FOR” the approval of resolution 5.

RESOLUTIONS 6, 7 AND 8
6.To ratify the appointment of KPMG LLP (U.S.) as Liberty Global’s independent auditor for the year ending December 31, 2016.2019.
6.7.To appoint KPMG LLP (U.K.) as Liberty Global’s U.K. statutory auditor under the U.K. Companies Act 2006 (to hold office until the conclusion of the next annual general meeting at which accounts are laid before Liberty Global).
7.8.To authorize the audit committee of Liberty Global’s board of directors to determine the U.K. statutory auditor’s compensation.
As provided in its charter, the audit committee selects our independent auditor, approves in advance all auditing and permissible non-auditing services to be performed by our independent auditor and reviews the scope of our annual audit. The audit committee has evaluated the performance of KPMG LLP (U.S.) and has selected it as our independent auditor for the fiscal year ending December 31, 2016.2019. In addition to our independent auditor, as a U.K. company, we are also required to have a U.K. statutory auditor. Our board has selected KPMG LLP (U.K.), the U.K. affiliate of KPMG LLP (U.S.), to serve as our statutory auditors under the Companies Act. We are asking our shareholders to ratify the selection of KPMG LLP (U.S.) as our independent auditor and to appoint KMPG LLP (U.K.) as our U.K. statutory auditor.
Even if the selection of KPMG LLP (U.S.) is ratified, the audit committee of our board in its discretion may direct the appointment of a different U.S. independent accounting firm at any time during the year if our audit committee determines to make such a change. In the event our shareholders fail to ratify the selection of KPMG LLP (U.S.), our audit committee will consider whether to select other auditors for the year ending December 31, 2016.2019.
In accordance with the Companies Act, our audit committee will approve,approves, on an annual basis, the fees paid to our U.K. statutory auditors after authorization by our shareholders. Therefore, we are asking our shareholders to authorize our audit committee to determine the fee to be paid KPMG LLP (U.K.) as our U.K. statutory auditors in accordance with the audit committee’s procedures and applicable law.
Representatives of KPMG LLP (U.S.) and KMPG LLP (U.K.) are expected to be present at the AGM, will have the opportunity to make a statement if they so desire and will be available to respond to appropriate questions.
Vote and Recommendation
The affirmative vote of a simple majority of the votes cast by the holders of our voting shares (voting together as a single class) is required to approve resolution 56 to ratify the selection of KPMG LLP (U.S.) as our independent auditors for the year ending December 31, 2016,2019, to approve resolution 67 to appoint KPMG LLP (U.K.) as our U.K. statutory auditors under the Companies Act and to approve resolution 78 to authorize the audit committee to determine our U.K. statutory auditor’s fee.
Our board of directors recommends a vote “FOR” each of resolutions 5, 6, 7 and 7.8.

Audit Fees and All Other Fees
The following table presents fees for professional audit services rendered by KPMG LLP and its international affiliates (including KPMG LLP (U.K.)) during the indicated periods for the audit of our consolidated financial statements and the separate financial statements of certain of our subsidiaries and for other services rendered by KPMG LLP and its international affiliates.
Fees billed in currencies other than U.S. dollars were translated into U.S. dollars at the average exchange rate in effect during the applicable year.
 Year ended December 31, Year ended December 31,
 2015 2014 2018 2017
 in thousands in thousands
        
Audit fees (1) $16,979
 $17,458
 $11,983
 $12,921
Audit related fees (2) 616
 378
 106
 155
Audit and audit related fees 17,595
 17,836
 12,089
 13,076
Tax fees (3) —
 35
 —
 9
All other services (4) 413
 497
 79
 —
Total fees $18,008
 $18,368
 $12,168
 $13,085
_______________
(1)Audit fees include fees for the audit and quarterly reviews of our 20152018 and 20142017 consolidated financial statements, audit of internal controls over financial reporting, statutory audits, audits required by covenants and fees billed in the respective periods for professional consultations with respect to accounting issues, offering memoranda, registration statement filings and issuance of consents.
(2)Audit related fees for 20152018 and 2017 include fees for audit services performed in connection with the pending acquisition of CWC, which we are required to reimburse CWC for, accounting consultation services associated with the application of IFRS, internal control observationsSEC rules and recommendations associated with system implementations,regulations and other assurance and attestation services not required by statute or regulation. Audit related fees for 2014 include fees for accounting consultation services associated with the application of IFRS and the application of the new revenue recognition standard.
(3)Tax fees for 20142017 include fees billed for tax compliance and consultations regarding the tax implications of certain transactions.
(4)All other services for 20152018 include fees billed for services related to our additional network investment in the U.K.,evaluation of the network security services, and environmental and sustainability services. All other services for 2014 include fees billed for network security services and enterprise risk observations and recommendations.operation of our networks.
Our audit committee has considered whether the provision of services by KPMG LLP to our company other than auditing is compatible with KPMG LLP maintaining its independence and does not believe that the provision of such services is incompatible with KPMG LLP maintaining its independence. Our audit committee approved the provision of all the services described in the table above.
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor
Effective June 15, 2005, as amended and restated, ourOur audit committee adopted a policy regarding the pre-approval of all audit and certain permissible audit-related and non-audit services provided by our independent auditor. Pursuant to this policy, our audit committee has pre-approved the engagement of our independent auditor to provide:
audit services as specified in the policy, including (a) financial statement audits for us required by statute or regulatory authority, excluding the audit of our annual financial statements, (b) financial statement audits of our subsidiaries required by statute or regulatory authority, (c) services associated with registration statements, periodic reports and other documents filed with the SEC, such as consents, comfort letters and responses to comment letters, (d) attestations required by statute or regulatory authority and (e) consultations with management as to the accounting or disclosure treatment of transactions or events and the actual or potential impact of final or proposed rules of applicable regulatory and standard setting bodies (when such consultations are considered “audit services” under the SEC rules promulgated pursuant to the Exchange Act);

audit-related services as specified in the policy, including (a) due diligence services relating to potential business acquisitions and dispositions, (b) financial statement audits of employee benefit plans, (c) consultations with management with respect to the accounting or disclosure treatment of transactions or events and the actual or potential impact of final or proposed rules of applicable regulatory and standard setting bodies (when such consultations are
considered “audit-related services” and not “audit services” under the SEC rules promulgated pursuant to the Exchange Act), (d) attestation services not required by statute or regulation, (e) closing balance sheet audits pertaining to dispositions, (f) assistance with implementation of the requirements of SEC, International Accounting Standards Board or Public Company Accounting Oversight Board rules or listing standards promulgated pursuant to the Sarbanes-Oxley Act, (g) services associated with offering memoranda and other documents filed with or required by applicable regulators, such as consents, comfort letters and responses to comment letters, (h) internal control reviews and assistance with internal control reporting requirements and (i) financial statement audits of our subsidiaries and affiliates not required by statute or regulatory authority but required by contract or other internal reasons;
tax services as specified in the policy, including (a) planning, advice and compliance services in connection with the preparation and filing of U.S. federal, state, local or international taxes, (b) review or preparation of U.S. federal, state, local and international income, franchise and other tax returns, (c) assistance with tax audits and appeals before the IRS or similar local and foreign agencies, (d) tax advice regarding statutory, regulatory or administrative developments, (e) expatriate tax assistance and compliance, (f) mergers and acquisitions tax due diligence assistance and (g) tax advice and assistance regarding structuring of mergers and acquisitions; and
non-audit services as specified in the policy, currently limited to assistance with environmental and sustainability reporting.
Notwithstanding the foregoing general pre-approval, our audit committee approval is specifically required for (1) any individual project involving the provision of pre-approved audit and audit-related services that is expected to result in fees in excess of $150,000 and (2) any individual projects involving any other pre-approved service described above that is expected to result in fees in excess of $75,000. In addition, any engagement of our independent auditors for services other than the pre-approved services requires the specific approval of our audit committee. Our audit committee has delegated the authority for the foregoing approvals to its chairman, provided that the fees for any individual project for which such approval is requested are not, in the reasonable judgment of the chairman, likely to exceed $200,000. At each audit committee meeting, the chairman’s approval of services provided by our independent auditors is subject to disclosure to the entire audit committee. Our pre-approval policy prohibits the engagement of our independent auditor to provide any services that are subject to the prohibition imposed by Section 201 of the Sarbanes-Oxley Act.
Audit Committee Report
The audit committee reviews Liberty Global’s financial reporting process on behalf of its board of directors. Management has primary responsibility for establishing and maintaining adequate internal controls, for preparing financial statements and for the public reporting process. Liberty Global’s independent auditor, KPMG LLP, is responsible for expressing opinions on the conformity of Liberty Global’s audited consolidated financial statements with accounting principles generally accepted in the U.S. (GAAP) and on the effectiveness of Liberty Global’s internal control over financial reporting.
The audit committee has reviewed and discussed with management and KPMG LLP, Liberty Global’s most recent audited consolidated financial statements, as well as management’s assessment of the effectiveness of Liberty Global’s internal control over financial reporting and KPMG LLP’s evaluation of the effectiveness of Liberty Global’s internal control over financial reporting. The audit committee has also discussed with KPMG LLP the matters required to be discussed by the Public Company Accounting Oversight Board Auditing Standard No. 161301 (Communications With Audit Committees), including the auditors’ judgment about the quality of Liberty Global’s accounting principles, as applied in its financial reporting.
The audit committee has received the written disclosures and the letter from the independent auditors required by applicable requirements of the Public Company Accounting Oversight Board that relate to the auditors’ communications with the audit committee concerning independence from Liberty Global and its subsidiaries, and has discussed with Liberty Global’s independent auditors their independence.

Based on the reviews and discussions referred to above, the audit committee recommended to Liberty Global’s board of directors that the audited financial statements be included in Liberty Global’s Annual Report on Form 10-K for the year ended December 31, 2015,2018, which is dated February 12, 2016 and was filed with the SEC on February 16, 2016.27, 2019 and amended on Form 10-K/A on March 27, 2019.
Submitted by the Members of the Audit Committee:
Miranda Curtis
John W. Dick
Paul A. Gould (chairman)
J. David Wargo

RESOLUTION 8

9
8.9.
To authorizeapprove the form agreements and counterparties pursuant to which Liberty Global may conduct the purchase of its ordinary shares in the capital of Liberty Global and its subsidiariesauthorize all or any of Liberty Global’s directors and senior officers to enter into, complete and make political donationspurchases of ordinary shares in the capital of Liberty Global pursuant to the form of agreements and incur political expenditureswith any of up to $1,000,000 under the U.K.Companies Act 2006.
approved counterparties, which approvals will expire on the fifth anniversary of the 2019 annual general meeting.
We are providing our shareholders withasking you to approve the opportunityform agreements and counterparties pursuant to vote to authorize future political donations and expenditures bywhich Liberty Global may conduct the purchase of its ordinary shares in the capital of Liberty Global and its subsidiariesauthorize all or any of Liberty Global’s directors and senior officers to enter into, complete and make purchases of ordinary shares in accordancethe capital of Liberty Global pursuant to the form of agreements and with Part 14any of the approved counterparties, which approvals will expire onthe fifth anniversary of the 2019 annual general meeting.
Liberty Global is focused on delivering long-term value creation for shareholders through organic growth, disciplined and opportunistic mergers, acquisitions and dispositions in combination with a levered-equity capital structure. A core part of this levered-equity approach is returning capital to shareholders through share repurchases. We have undertaken various forms of share repurchases since our predecessor LGI was established in 2005, and we anticipate that share repurchases will remain a core pillar of our long-term value creation strategy. Under the Companies Act, we, like other U.K. companies, are prohibited from purchasing our outstanding ordinary shares unless such purchases have been approved by a resolution of our shareholders. Shareholders may approve two different types of such share purchases: “on-market” purchases or “off-market” purchases. “On-market” purchases may only be made on a “recognized investment exchange”, as defined in section 693(5) of the Companies Act. Resolution 8This U.K. statutory definition does not include NASDAQ, which is customarythe only exchange on which our shares are traded. As such, we may only conduct “off-market” purchases pursuant to a form of share repurchase contract which has been approved by our shareholders. Since becoming a U.K. incorporated company, we have sought, from time to time, shareholder approvals for buyback resolutions when the terms or identity of our counterparties have changed. Shareholder authorization for share purchases may only be for a maximum period of up to five years.
Our share repurchases generally may be effected through “off-market” share repurchases, including (i) pursuant to Rule 10b5-1 and Rule 10b-18 plans; (ii) accelerated share repurchase programs; (iii) block trades with specified shareholders; and (iv) public limitedself-tender offers, including fixed price and Dutch auction tender offers, in each case, with the assistance of investment banks as counterparties. U.S. incorporated, NASDAQ-listed companies incorporatedgenerally have the ability to effect share repurchases through any of these means without the requirement to obtain shareholder approval. Our board of directors may authorize any, all or none of the foregoing share repurchase transactions, and the terms and conditions of any repurchase, including the timing, manner, quantum and other terms, will be undertaken in accordance with the New Master Put/Call Agreements (as defined below) and applicable law.
 During the five-year share repurchase period contemplated by this resolution, our board of directors will be empowered to determine, within the limits set forth by the share buyback authorization and in accordance with applicable law, the manner, timing and conditions, including amounts involved, of any share repurchases by establishing specific share repurchase programs (e.g., Rule 10b5-1 and/or Rule 10b-18 plans), accelerated share repurchases, block trades and/or self-tender offers. Any such share repurchases will depend on a variety of elements, including Liberty Global’s business plans, financial performance and market conditions, and will be subject to applicable corporate laws, securities laws and stock exchange rules. There cannot be any assurance as to the timing or volume of shares, if any, ultimately repurchased under any share repurchase transaction. Our board of directors believes that the proposed share repurchase resolution constitutes an additional instrument for capital allocation and reflects its confidence in the fundamentals and long-term outlook of Liberty Global, and provides additional flexibility to manage capital and generate value for shareholders.
Further details of any proposed share repurchase transactions, including detailed terms and conditions, a precise price range, volumes, and explanations as to how shareholders may tender or participate, will be sent to shareholders as applicable if our board of directors determines to undertake any such transaction. At such time, shareholders will be able to choose whether they wish to participate.
Our shareholders approved our existing form of Master Put/Call Agreements (Existing Master Put/Call Agreements) and counterparties at our 2018 annual general meeting of shareholders through which some of our “off-market” share repurchases are conducted.  The proposed new Master Put/Call Agreements (New Master Put/Call Agreements) are substantially similar to the Existing Master Put/Call Agreements that we currently have in place but we are seeking to enter into these New Master Put/Call Agreements to enable us to supplement our existing program and add and/or update certain provisions to reflect updated

legislation and regulatory requirements that certain of our counterparties are now subject to and on the basis that, over time, share repurchases will be done under the lawsNew Master Put/Call Agreements rather than the Existing Master Put/Call Agreements.
Each New Master Put/Call Agreement grants to the counterparty thereto the option to require our company to purchase, and grants to us the option to require the counterparty to sell, shares of England and Wales and is required as a matter of English law for Liberty Global or any of its subsidiaries to make contributions to political organizations, which is defined broadly under U.K. law. It is not otherwise required for companies incorporatedowned by it in the U.S. or listed on NASDAQ.
For purposes of this resolution, the terms “political donations”, “political parties”, “independent election candidates”, “political organizations” and “political expenditures” shall have the meanings given to them in Part 14consideration of the Companies Act.payment by us to the counterparty of an amount in cash, which may include a premium over the price paid by such counterparty for such shares. Each New Master Put/Call Agreement permits multiple exercises of the options granted pursuant to it.
Absent shareholder authorization obtained at a general meeting, Part 14 ofUnder the Companies Act, restricts companiesany shares owned by the counterparty pursuant to the New Master Put/Call Agreements being voted upon cannot be counted towards determining whether the resolution approving the New Master Put/Call Agreements has been passed.
We may only enter into New Master Put/Call Agreements with counterparties approved by our shareholders. We therefore are seeking approval to conduct repurchases through the following counterparties and their controlled affiliates from incurring political expenditures or making political donationstime to political parties, other political organizations and independent election candidates. However, political donations and expenditures are broadly defined in the Companies Act and normal expenditures, such as payments to organizations concerned with matters of public policy, law reform and representationtime:
Bank of America N.A.Credit Suisse Capital LLC
Barclays Capital Inc.Goldman Sachs & Co. LLC
Barclays Bank PlcGoldman Sachs Financial Markets, L.P.
BofA Securities Inc.Goldman Sachs International
Citibank, N.A.HSBC Securities (USA) Inc.
Citigroup Global Markets Inc.J.P. Morgan Securities, LLC
Credit Suisse AG, Dublin BranchJPMorgan Chase Bank, National Association London Branch
Credit Suisse Securities (USA) LLCMerrill Lynch, Pierce, Fenner & Smith Inc.
Credit Suisse International

Approval of the business community,New Master Put/Call Agreements and business activities, suchcounterparties is not an approval of any specific share repurchase program or transaction or the amount or timing of any repurchase activity. There can be no assurance as communications with governmental organizations and political parties at the local, nationalto whether we will continue to repurchase any of our shares or European level, could be construed as political donations or expenditures and fall within the restrictions of the Companies Act. Our code of business conduct prohibits the use of company funds and assets for political contributions to political parties, political party officials and candidates for office without our general counsel’s approval.
Because of the broad definitions of political donations and expenditures, we are seeking shareholder authorization to make political donations to political organizations (other than political parties) and incur political expenditures in de minimis amounts as set forth below. This resolution does not purport to authorize any particular donation or expenditure but is expressed in general terms as required by the Companies Act and is intended to authorize normal business activities as described above, which could be considered political donations or expenditures subject to the Companies Act. amount of any such repurchases.
If this resolution is approved, our boardwe may repurchase shares, via “off-market” share repurchases, including but not limited to, pursuant to (i) Rule 10b5-1 and/or Rule 10b-18 plans; (ii) accelerated share repurchase programs; (iii) block trades with specified shareholders; and (iv) public self-tender offers, including fixed price and Dutch auction tender offers, in each case, with the assistance of directors, in its sole discretion, will determine the timing, recipients and amount (subjectinvestment banks as counterparties pursuant to the limits below)New Master Put/Call Agreements with the approved counterparties until the fifth anniversary of any political donation or political expenditurethe 2019 annual general meeting of shareholders.
If this resolution is not approved, we will, to the extent possible, continue to repurchase shares under our currently approved forms of contracts with existing counterparties until the expiration of that approval. Market conditions, execution mechanics and standards of terms change over time and the existing arrangements under our Existing Master Put/Call Agreements may not be sufficient to effect efficient share repurchases. In such a situation, in order to continue repurchasing shares we may be required to seek shareholder approval of the form of contract and counterparties at a future general meeting.
Copies of the New Master Put/Call Agreements will be made or incurred and any donations or expenditures that are made or incurred will remain subject toavailable for inspection by our code of business conduct.
It is proposed thatshareholders at Liberty Global and its subsidiaries generally and unconditionally be authorizedGlobal’s registered office at Griffin House, 161 Hammersmith Rd, London W6 8BS, United Kingdom for purposes of Part 14 of the Companies Act to make or incur payments not to exceed $1.0 million in the aggregate for political donations (including donations to political organizations and political parties) and political expenditures, during the period beginningfrom the date that is 15 days prior to the AGM and ending on the date of the passingAGM. Copies of this resolution and expiringthe New Master Put/Call Agreements will also be available for inspection at the next annual general meeting of Liberty Global. The maximum amount referred to in this paragraph may comprise sums in different currencies, which shall be converted at such rate as the directors of Liberty Global may in their absolute discretion determine to be appropriate.
The company is evaluating a potential donation of up to £500,000 to the In Campaign Limited, which runs Britain Stronger in Europe. This is a campaign in the U.K. supporting a favorable vote to remain in the European Union in the June 2016 U.K. referendum on whether the U.K. should leave the European Union. Liberty Global believes that it may be appropriate to make a donation of this nature given the uncertain political and macro-economic impact that a U.K. exit from the European Union could have on businesses and consumers. Any donation in this regard would be subject to approval by the Liberty Global board of directors.AGM.
Vote and Recommendation
The affirmative vote of a simple majority of the votes cast by the holders of our voting shares (voting together as a single class) is required to approve resolution 8 to authorize Liberty Global and its subsidiaries, under Part 14 of the Companies Act, to make or incur payments not to exceed $1.0 million in the aggregate for political donations (as provided under Part 14 of the Companies Act) during the period beginning on the date of the passing of this resolution and expiring at the next annual general meeting of Liberty Global.9.
Our board of directors unanimously recommends a vote “FOR” resolution 8.9.


RESOLUTION 10

10.To authorize Liberty Global's board of directors generally and unconditionally, in accordance with section 551 of the Companies Act 2006 (the Companies Act), to:
a.exercise all the powers of Liberty Global to allot shares in Liberty Global and to grant rights to subscribe for or to convert any security into shares in Liberty Global up to an aggregate nominal amount of $20,000,000 for a period expiring (unless previously renewed, varied or revoked by Liberty Global) on the date which is five years from the date of this resolution or at the end of the fifth annual general meeting of Liberty Global following the date of this resolution, whichever is the sooner; and
b.make offers or enter into agreements which would or might require shares to be allotted, or rights to subscribe for or convert any security into shares to be granted, after expiry of the authority described in this resolution and Liberty Global's board of directors may allot shares and grant rights in pursuance of that offer or agreement as if this authority had not expired.

This authority replaces all subsisting authorities previously granted to Liberty Global's board of directors for the purposes of section 551 of the Companies Act which, to the extent unused at the date of this resolution, are revoked with immediate effect, without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made under such authorities.
Under the U.K. Companies Act 2006, our board of directors cannot allot shares in Liberty Global (other than pursuant to an employees' share scheme) unless they are authorized to do so by Liberty Global in general meeting.
Our articles of association currently authorize our board of directors, for a period up to five years from February 24, 2015, to allot shares in Liberty Global and to grant rights to subscribe for or to convert or exchange any security into shares of Liberty Global up to an aggregate nominal amount of $20.0 million. We refer to this as the "2015 general authority". The 2015 general authority will expire on February 23, 2020.
The purpose of resolution 10 is to give our board of directors the same general authority regarding the allotment of new shares and grant of rights to subscribe for or convert any securities into shares up to an aggregate nominal value of $20.0 million as our articles currently do, thus effectively renewing the existing authority for five years from the date of the general meeting. We refer to this as the "new general authority". If approved, the new general authority will lapse, unless previously renewed, varied or revoked by Liberty Global in general meeting, on the date which is five years from the date of the resolution granting the authority or, if sooner, of the fifth annual general meeting following the date of such resolution.
Our board of directors has no present intention, otherwise than in relation to Liberty Global's employees' share schemes, of exercising the new general authority but believes it is in the interests of shareholders for our board of directors to have flexibility to allot shares should their intentions change.
The shares allotted and issued pursuant to the new general authority may comprise (in whole or in part) preference shares or other shares, in one or more classes with such rights, preferences and restrictions as or board of directors may determine in our articles of association.
Vote and Recommendation
The affirmative vote of a simple majority of the votes cast by the holders of our voting shares (voting together as a single class) is required to approve resolution 10.
Our board of directors unanimously recommends a vote “FOR” resolution 10.


RESOLUTION 11

11.Subject to the passing of resolution 10, to empower Liberty Global's board of directors generally, in accordance with section 570 of the Companies Act, to allot equity securities (as defined in section 560 of the Companies Act) for cash, pursuant to the authority conferred by resolution 10, as if section 561(1) of the Companies Act did not apply to the allotment, provided that:
a.this power is limited to the allotment of equity securities up to an aggregate nominal amount of $20,000,000; and
b.
unless previously renewed, varied or revoked by Liberty Global, this power will expire on the date which is five years from the date of this resolution or at the end of the fifth annual general meeting of Liberty Global following the date of this resolution, whichever is the sooner, save that Liberty Global's board of directors may make offers or enter into agreements which would or might require equity securities to be allotted after its expiryand the directors may allot equity securities pursuant to such an offer or agreement as if this power had not expired.

This authority replaces all subsisting powers previously granted to Liberty Global's board of directors for the purposes of section 570 of the Companies Act which, to the extent unused at the date of this resolution, are revoked with immediate effect, without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made under such powers.
Under the Companies Act, the issuance of equity securities that are to be paid for wholly in cash (except shares held under an employees' share scheme) must be offered first to the existing equity shareholders in proportion to their holdings, unless a special resolution (i.e., at least 75% of votes cast) has been passed in general meeting disapplying such pre-emption. Resolution 11 therefore seeks a disapplication of pre-emption rights for cash issues of equity securities up to an aggregate nominal amount of $20.0 million.
Our articles of association currently authorize our board of directors, for a period up to five years from February 24, 2015, to allot shares in Liberty Global and to grant rights to subscribe for or to convert or exchange any security into shares of Liberty Global, for cash issues up to an aggregate nominal amount of $20.0 million, as if the rights of pre-emption applicable under the Companies Act did not apply. This authority will expire on February 23, 2020.
Our board of directors have decided to seek a new disapplication of pre-emption rights for cash issues to replace the existing authority. Resolution 11 is conditional upon resolution 10 receiving the requisite shareholder approval. If resolution 11 is passed, it would allow our board of directors, pursuant to the authority to allot granted by resolution 10, to allot shares in Liberty Global and to grant rights to subscribe for or to convert or exchange any security into shares of Liberty Global up to an aggregate nominal amount of $20.0 million without first offering them to existing shareholders in proportion to their existing holdings.
Resolution 11 will be required to be passed as a special resolution and, if passed, this power will expire, unless previously renewed, varied or revoked by Liberty Global in general meeting, on the date which is five years from the date of the resolution granting the authority or, if sooner, of the fifth annual general meeting following the date of such resolution.
Vote and Recommendation
The affirmative vote of at least 75% of the votes cast by the holders of our voting shares (voting together as a single class) is required to approve resolution 11.
Our board of directors unanimously recommends a vote “FOR” resolution 11.


INCENTIVE PLANS
In January 2014, our shareholders approved the 2014 Incentive Plan and the 2014 Director Plan (collectively, the 2014 Plans). In February 2015, our shareholders also approved an amendment to the 2014 Incentive Plan to permit sub-plans for the purpose of offering employees of certain of our operations the opportunity to participate in a save as you earn option scheme by applying for options to purchase Liberty Global Class C shares at a discount. A maximum of 500,0002,500,000 Liberty Global Class C shares of the total shares available for grant under the 2014 Incentive Plan has been allocated for these sub-plans. In all other cases, we may generally grant non-qualified share options, SARs, restricted shares, RSUs, cash awards, performance awards or any combination of the foregoing under either of these incentive plans. Ordinary shares issuable pursuant to awards made under the 2014 Plans will be made available from either authorized but unissued shares or shares that have been issued but reacquired by our company. These awards may be granted at or above fair value in any class of our ordinary shares. The maximum number of ordinary shares of Liberty Global with respect to which awards may be issued under the 2014 Incentive Plan and the 2014 Director Plan is 105 million (of which no more than 50.25 million shares may consist of Class B ordinary shares) and 10.5 million, respectively, in each case, subject to anti-dilution and other adjustment provisions in the respective plan. AsIf resolution 5 is approved by our shareholders, the number of December 31, 2015,ordinary shares available under the 2014 Incentive Plan and the 2014 Director Plan had 84,782,474 and 10,120,239 ordinary shares available for grant, respectively. No further awards will be granted under the 2005 Incentive Plan, the 2005 Director Plan or the Virgin Media 2010 Incentive Plan.would increase by 50,000,000.
Awards under the 2005 Incentive Plan and the 2005 Director Plan issued prior to June 20052013 are fully vested and expire 10 years after the grant date. In connection with the acquisition of Virgin Media in 2013, weWe assumed the Virgin Media 2010 Incentive Plan.Plan when we acquired Virgin Media in 2013. Awards under the Virgin Media 2010 Incentive Plan issued prior to the June 7, 2013 closing date have a 10-year term and becomeare fully exercisable within five years of continued employment. Certain performance-based awards that were granted during the first quarter of 2013 were canceled upon completion of the acquisition of Virgin Media. These canceled awards were subsequently replaced by PSUs that were granted under the Virgin Media 2010 Incentive Plan on June 24, 2013. For the remaining performance-based awards that were outstanding prior to June 7, 2013, the performance objectives lapsed upon the completion of the acquisition and such awards vest on the third anniversary of the grant date.vested.
Awards (other than performance-based awards) under the 2014 Incentive Plan, the 2005 Incentive Plan and the Virgin Media 2010 Incentive Plan issued after June 7, 2013 and under the 2005 Incentive Plan issued after June 2005, generally (1) vest 12.5% on the six month anniversary of the grant date and then vest at a rate of 6.25% each quarter thereafter and (2) expire seven years after the grant date. Commencing with grants made in 2019, the term has been increased to 10 years. Awards (other than RSUs) issued after June 2005 and before June 2013 under the 2005 Director Plan generally vestvested in three equal annual installments, provided the director continues to serve as director immediately prior to the vesting date, and expire 10 years after the grant date. Awards (other than restricted shares and RSUs) issued in June 2013 under the 2005 Director Plan and thereafter under the 2014 Director Plan have the same terms as the prior awards, except they expire seven years after the grant date. Commencing with the grants made on the date of the AGM, the expiration date will again be 10 years from date of grant. Restricted shares and RSUs granted under the 2014 Director Plan vest on the date of the first annual general meeting of shareholders following the grant date. These awards may be granted at or above fair value in any class of ordinary shares, except for shares acquired under a sharesave plan available to Virgin Media employees. On February 24, 2015, our shareholders approved amendments to the 2014 Incentive Plan to permit the grant to employees of our subsidiary Virgin Media of options to acquire our Liberty Global Class C shares at a discount to the market value of such shares.
Although the 2014 Plans do not prohibit our compensation committee or board of directors, without prior shareholder approval, from repricing outstanding options or SARs, it is our policy that, except for anti-dilution adjustments provided by the 2014 Plans in connection with corporate transactions, the exercise or base price of ordinary shares for any outstanding option or SAR granted under the 2014 Plans will not be decreased after the date of grant nor will an outstanding option or SAR granted under the 2014 Plans be surrendered to our company as consideration for the grant of a new option or SAR with a lower exercise or base price, cash or a new award unless there is prior approval by our shareholders. Any other action that is deemed to be a repricing under any applicable rule of NASDAQ shall be prohibited unless there is prior approval by our shareholders.

The following table sets forth information as of December 31, 2018 with respect to our ordinary shares that are authorized for issuance under our equity incentve plans.

Equity Compensation Plan Information
Plan Category 
Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights (1)(2)
 
Weighted average
exercise price of
outstanding
options, warrants
and rights (1)(2)
 
Number of
securities
available for
future issuance
under equity
compensation
plans (excluding securities reflected in the first column)
Equity compensation plans approved by security holders:      
Liberty Global 2014 Incentive Plan (3):      
Total ordinary shares available for issuance     46,220,904
Liberty Global Class A ordinary shares 12,367,221
 $34.24
  
Liberty Global Class C ordinary shares 24,805,745
 $33.08
  
Liberty Global 2014 Nonemployee Director Incentive Plan (4):      
Total ordinary shares available for issuance     9,108,222
Liberty Global Class A ordinary shares 375,213
 $33.44
  
Liberty Global Class C ordinary shares 879,726
 $31.68
  
Liberty Global 2005 Incentive Plan (5):     —
Liberty Global Class A ordinary shares 3,936,125
 $26.94
  
Liberty Global Class C ordinary shares 11,813,648
 $25.57
  
Liberty Global 2005 Director Incentive Plan (5):     —
Liberty Global Class A ordinary shares 130,847
 $17.31
  
Liberty Global Class C ordinary shares 404,564
 $16.61
  
Virgin Media 2010 Incentive Plan (5):     —
Liberty Global Class A ordinary shares 278,395
 $25.17
  
Liberty Global Class C ordinary shares 1,985,006
 $24.57
  
Equity compensation plans not approved by security holders:      
None —
   —
Totals:      
Total ordinary shares available for issuance     55,329,126
Liberty Global Class A ordinary shares 17,087,801
    
Liberty Global Class C ordinary shares 39,888,689
    
 _______________
(1)
This table includes SARs and PSARs with respect to 16,507,547 and 37,221,183 Liberty Global Class A shares and Liberty Global Class C shares, respectively. Upon exercise, the appreciation of a SAR, which is the difference between the base price of the SAR and the then-market value of the respective underlying class of ordinary shares or in certain cases, if lower, a specified price, may be paid in shares of the applicable class of ordinary shares. Based upon the respective market prices of Liberty Global Class A shares and Liberty Global Class C shares at December 31, 2018, and excluding any related tax effects, 39,820and 125,437 Liberty Global Class A shares and Liberty Global Class C shares, respectively, would have been issued if all outstanding and in-the-money SARs had been exercised on December 31, 2018. For further information, see note 14 to our consolidated financial statements in our 2018 Form 10-K/A.

(2)In addition to the option, SAR and PSAR information included in this table, there are outstanding RSU and PSU awards under the various incentive plans with respect to an aggregate of 3,668,873 and 7,340,880, Liberty Global Class A shares and Liberty Global Class C shares, respectively.

(3)The 2014 Incentive Plan permits grants of, or with respect to, Liberty Global Class A, Class B, or Class C ordinary shares subject to a single aggregate limit of 105 million ordinary shares (of which no more than 50.25 million ordinary shares may consist of Liberty Global Class B shares), subject to anti-dilution adjustments. As of December 31, 2018, an aggregate of 46,220,904 ordinary shares were available for issuance pursuant to the 2014 Incentive Plan. For further information, see note 14 to our consolidated financial statements in our 2018 Form 10-K/A.

(4)The 2014 Director Plan permits grants of, or with respect to, Liberty Global Class A, Class B, or Class C shares subject to a single aggregate limit of 10.5 million shares, subject to anti-dilution adjustments. As of December 31, 2018, an aggregate of 9,108,222 ordinary shares were available for issuance pursuant to the 2014 Director Plan. For further information, see note 13 to our consolidated financial statements in our 2018 Form 10-K/A.

(5)On January 30, 2014, our shareholders approved the 2014 Incentive Plan and the 2014 Director Plan and, accordingly, no further awards will be granted under the Liberty Global 2005 Incentive Plan, the Liberty Global 2005 Director Incentive Plan or the Virgin Media 2010 Incentive Plan.

CERTAIN TRANSACTIONS
Under our corporate governance guidelines, if a director has an actual or potential conflict of interest (which includes being a party to a proposed related party transaction), the director must promptly inform our CEO and the chair of our audit committee or the chair of our nominating and corporate governance committee if the chair of the audit committee is the conflicted director. All directors must recuse themselves from any discussion or decision that involves or affects their personal, business or professional interests. Also, under our corporate governance guidelines, an independent committee of our board will resolve any conflict of interest issue involving a director, our CEO or any other executive officer. No related party transaction (as defined by Item 404(a) of Regulation S-K promulgated by the SEC) may be effected without the approval of such independent committee. When the potential conflict or transaction involves an executive officer, the audit committee is the independent committee charged by our corporate governance guidelines with this duty. When the potential conflict or transaction involves a director, a committee of the disinterested independent directors is the independent committee charged by our corporate governance guidelines with this duty.
Certain Relationships
Charitable Foundation
In 2015,2018, we and certain of our other subsidiaries contributed an aggregate of £1,150,850£1,284,671 ($1,758,3381,713,351) based on the 20152018 average exchange rate) of cash to the Lessons for Life Foundation U.K., an independent educational charity organized in accordance with the non-profit laws of England. Included in such cash contribution was €1,000,000 ($1,110,0131,180,359 based on the 20152018 average exchange rate) in contributions made by us pursuant to an agreement dated November 18, 2014, between us and Lessons for Life Foundation U.K. Also, pursuant to such agreement, we contributed in-kind services, directly or indirectly, to Lessons for Life Foundation U.K. for an aggregate value of €200,000£174,080 ($222,003232,168) based on the 20152018 average exchange rate). Lessons for Life Foundation U.K., Lessons for Life Foundation IE and Lessons for Life Foundation U.S. are each an independent charity organized in accordance with the non-profit laws of their respective countries. The focus of the Lessons for Life Foundations is to provide scholarships for AIDS orphans in Africa. Mr. Bracken, an NEO, and five otherEight employees of our company are trustees of the Lessons for Life Foundation U.K. Mr. Fries, our chief executive officer and president, and Ms. Blair, our senior vice president and chief people officer, arewas a trustee of the Lessons for Life Foundation U.S. until July 2018. Of the current trustees of the Lessons for Life Foundation U.S., two are employees of our company. The trustees do not receive any compensation for their involvement with any of the Foundations. As part of our charitable giving program, we are supportive of the goals and objectives of the Lessons for Life Foundations.
Other
Amy M. Blair is also the spouse of our named executive officer Bernard G. Dvorak. Ms. Blair and Mr. Dvorak were each officers of our company prior to their marriage. As an officer, Ms. Blair receives an annual salary and is a participant in all programs available to members of our senior management team, including the potential for an annual cash performance award, performance-based and other equity incentive awards and benefits. As with all members of our senior management team, Ms. Blair’s salary, cash performance awards and equity incentive awards are reviewed and approved by our compensation committee. Ms. Blair’s salary and cash performance award for 2015 was approximately $1,352,131 (including amounts Ms. Blair elected to defer under the Deferred Compensation Plan). Each year, pursuant to her equity-related compensation, she may vest in equity and receive grants of new equity awards, subject to the review and approval of our compensation committee.
CWC Proposed Acquisition
On November 16, 2015, we announced, pursuant to Rule 2.7 of the U.K. City Code on Takeovers and Mergers, the terms of a recommended acquisition of CWC for shares of Liberty Global in a scheme of arrangement. CWC offers integrated telecommunications-based services in over 40 countries located primarily in Latin America and the Caribbean. Under the terms of the transaction, CWC shareholders will be entitled to receive up to, in the aggregate: 31,651,616 Liberty Global Class A shares, 77,488,978 Liberty Global Class C shares, 3,648,524 LiLAC Class A shares and 8,939,328 LiLAC Class C shares. Further, CWC shareholders would be entitled to receive a special dividend in the amount of £0.03 ($0.04) per CWC share at the closing of the transaction, which would be in lieu of any previously announced CWC dividend. Although Liberty Global shareholder approval has been received, completion of the acquisition, which is expected to occur mid-May 2016, is subject to, among other conditions, approval by CWC shareholders and court sanction of the scheme of arrangement. In connection with this proposed acquisition,we will be acquiring shares of CWC held by Columbus Holding LLC, which is controlled by our director and chairman of the board, John C. Malone. Such shares represent approximately 13% of the outstanding shares of CWC. Management believes that the terms and conditions of this transaction are no more favorable to Mr. Malone than any other CWC shareholder.

SHAREHOLDER RESOLUTIONS
We currently expect that our annual general meeting of shareholders for the calendar year 20172020 will be held during the second quarter of 20172020 in London, England. Shareholders, who, in accordance with Rule 14a-8 under the Exchange Act, wish to present a resolution for inclusion in the proxy materials for the 20172020 annual general meeting, must submit their resolution in writing to our Corporate Secretary and the resolution must be received at our executive offices at 161 Hammersmith Road, London W6 8BS, U.K., by the close of business on January 2, 2017.3, 2020. In accordance with our articles of association, shareholders who wish to nominate a candidate as a director or bring a resolution not pursuant to Rule 14a-8 before the 20172020 annual general meeting must submit their written notice of the matter to our executive offices at the foregoing address on or following February 16, 2017,12, 2020, and before the close of business on March 17, 2017,13, 2020, or such later date as may be determined and announced in connection with the actual scheduling of the annual general meeting.
All shareholder resolutions for inclusion in our proxy materials will be subject to the requirements of the proxy rules adopted under the Exchange Act and, as with any shareholder resolution (regardless of whether it is included in our proxy materials), our articles of association and the laws of England and Wales.
SHAREHOLDER RIGHTS
Shareholders should note that, on a request made by shareholders of Liberty Global under Section 527 of the Companies Act, we may be required to publish on a website a statement setting out any matter relating to: (1) the audit of our accounts (including the auditors’ report and the conduct of the audit) that are to be laid before the AGM for the financial year endingended December 31, 2015;2018; or (2) any circumstance connected with an auditor of Liberty Global ceasing to hold office since the previous meeting at which annual accounts and reports were laid. We cannot require the shareholders requesting any such website publication to pay our expenses in complying with Sections 527 or 528 (requirements as to website availability) of the Companies Act. Where we are required to place a statement on a website under Section 527 of the Companies Act, we must forward the statement to our auditor not later than the time when we make the statement available on the website. The business which may be dealt with at the AGM for the relevant financial year includes any statement that we have been required under Section 527 of the Companies Act to publish on a website.
FINANCIAL REPORTING STANDARDS
We prepare our consolidated financial statements included in the U.K. Report and Accounts in accordance with GAAP,IFRS, as permittedrequired by the Companies Act to the extent that those principles do not contravene with any provisions of the Companies Act. For more information about the preparation of our consolidated financial statements included in the U.K. Report and Accounts, see note 1 to our consolidated financial statements included in the U.K. Report and Accounts.

APPENDIX A
DIRECTORS’ REMUNERATION REPORT
In this Directors’ Remuneration Report, the terms “we”, “our”, “our company” and “us” or similar references may refer as the context requires, to Liberty Global or its predecessor LGI. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the proxy statement. Similar to the proxy statement, unless otherwise indicated, information presented herein with respect to equity awards granted prior to July 1, 2015 has been adjusted to give effect to modifications that were implemented by the compensation committee in connection with the LiLAC Transaction.
Annual Statement of the Chairman of the Compensation Committee
As a NASDAQ-listed company, we prepared our proxy statement for the AGM in accordance with the disclosure requirements of the SEC rules and regulations. Pursuant to these rules and regulations, you will find our compensation discussion and analysis report (the CD&A) in the proxy statement. The CD&A givessets forth our overall philosophy regarding compensation of our executive officers. In addition to the SEC requirements, as a U.K. public limited company, we are also subject to the Companies Act and the regulations promulgated thereunder. Under the U.K. regulations we are required to have a Directors’ Remuneration Report approved by our shareholders. The Directors’ Remuneration Report consists of a directors’ compensation policy and an annual compensation report on the implementation of the directors’ compensation policy. Pursuant to these regulations, our annual compensation report on the implementation of the directors’ compensation policy for the year 2015,2018, follows this Annual Statement.
At the annual general meeting held on June 26, 2014,21, 2018, our shareholders approved the directors’ compensation policy, which included the compensation payable to our executive director under the Original Fries Agreement. and providing authority for the compensation committee to renew and amend the terms thereof. The directors’ compensation policy will be in effect until a new policy is submitted for approval at the annual general meeting to be held in 2017,2020, unless an earlier amendment by shareholders is required. To simplify our Directors’ Remuneration Report, we have elected to not repeat our directors’director’s compensation policy in this Report, which is available in Appendix A ofto our 20142017 proxy statement on Schedule 14A filed with the SEC at www.sec.govand on our website at www.libertyglobal.com.
The directors’ compensation policy applies to our CEO, who is also an executive director and referred to in the Directors’ Remuneration Report as an “executive director”, and our nonemployee directors, including our chairman, who are referred to in the Directors’ Remuneration Report as “non-executive directors”. Many aspects of the directors’ compensation policy are set forth in the CD&A and the ——Directors Compensation section of the proxy statement for the AGM. The CD&A is incorporated by this reference into this Directors’ Remuneration Report and should be read in conjunction with the annual compensation report.
In 2014,connection with respect toour annual performance bonus program, the compensation forcommittee implemented a shareholding incentive program that allows senior management, including our executive director, the compensation committee approved the Fries Agreement. For a summaryto elect to receive up to 100% of the Fries Agreement, see Employment and Other Agreementstheir annual bonus in the proxy statement.
ordinary shares of Liberty Global in lieu of cash. In 2015,2018, our company exceeded the minimum thresholds for budgeted revenue growth and OFCF growth that were required to be metthreshold for payment of any portion of the annual bonus. In recognition of thisour company’s performance in 2018 and pursuant to the terms of the annual bonus plan, the compensation committee approved an annual bonus award for our executive director of 82.3%101.6% of histhis target annual bonus award.award, which the compensation committee paid in Liberty Global Class B shares under the shareholding incentive program. In accordance with the terms of that program, our executive director also received RSUs equal to 12.5% of the gross number of shares earned under the annual bonus. With respect to our multi-year incentive awards of 20142016 PSUs, the compensation committee determined that our company met or exceeded the objectives set by the compensation committeethreshold for the two-yearthree-year performance period ended December 31, 2015. Our company achieved OCF growth (as adjusted in accordance with the 2014 PSUs grant agreements) of 101.8% of the performance target over the two-year period, resulting2018. This resulted in our executive director earning 103.6%82.3% of his 2014 target 2016 PSUs subject to continued employment to the vesting dates.
Further information on thesethe above awards and the changes in our compensation program described above are set out in the annual compensation report beginning on page A-3 and under —Elements of Our Compensation Packages of the CD&A. Our CEO also received salary increases in accordance with the directors’ compensation policy and the Fries Agreement, as described in the CD&A under —Elements of Our Compensation Packages—Equity Incentive Awards of the CD&A.Base Salary.

The Directors’ Remuneration Report demonstrates how much our executive director is earning and how his compensation is linked substantially to the performance of our company and in turn growth in shareholder value. Our total shareholder return graph, which shows a seven-year returnfully align the economic interest of over 250%our executive director with respectall other shareholders to deliver on our Liberty Global Class A shares,long-term value creation strategy. Other than his base salary, the rest of his compensation opportunity is included in the Directors’ Remuneration Report under Annual Compensation Report—Past Performance—Total Shareholder Return Graphs below.performance-based.
JC Sparkman
Chairman of the Compensation Committee


Consideration of Shareholder Views
At the annual general meeting held on June 26, 2014,2017 AGM, our shareholders representing at least a majority of our shares entitled to vote and present at such meeting approved our directors’ compensation policy (as required under the Companies Act), which included the compensation payable to our executive director pursuant to the terms of the Fries Agreement, and on an advisory basis, the compensation of our NEOs (as determined pursuant to applicable SEC regulations), as disclosed in the proxy statement for such annual general meeting. In addition, at the annual general meeting held on June 25, 2015,2018 AGM, our shareholders representing at least a majority of our shares entitled to vote and present at such meeting approved, on an advisory basis, our 20142017 annual compensation report (as required under the Companies Act), which included the compensation paid to our executive director in 2014. As a result, thedirector. The compensation committee will maintainis maintaining the overall compensation program for our non-executive directors and for our executive director with certain modifications as described in the CD&A and for our non-executive directors.&A.
The voting results on the matters presented at the 2014previous annual general meetingmeetings were as follows:
(a) The directors’ compensation policy was approved at the 2017 AGM by a binding vote of a majority of the votes cast:
        
 For Against For Against
        
Total Votes Cast 203,849,669 70,874,020 252,090,381 107,712,147
% of Votes Cast 74.20% 25.80% 70.06% 29.94%
(b) The compensation of our NEOs, including the CD&A, was approved at the 2017 AGM on an advisory basis by a vote of a majority of the votes cast:
        
 For Against For Against
        
Total Votes Cast 167,760,857 105,602,214 240,088,760 119,713,768
% of Votes Cast 61.37% 38.63% 66.73% 33.27%
The voting results on the matter presented at the 2015 annual general meeting were as follows:
(c) The annual compensation report for the fiscal year 20142017 was approved at the 2018 AGM on an advisory basis by a vote of a majority of the votes cast:
        
 For Against For Against
        
Total Votes Cast 176,387,612 130,260,574 213,897,776 69,068,512
% of Votes Cast 57.52% 42.48% 75.59% 24.41%

The following Annual Compensation Report explains how we implemented the directors’ compensation policy in 2015.
Annual Compensation Report
The members of our compensation committee are John P.Andrew J. Cole, Jr., Larry E. Romrell and JC Sparkman (chairman). The chairman of our compensation committee reports to our board of directors on annual compensation decisions and on the administration of existing programs and development of new programs. The members of our compensation committee are “independent directors” (as defined under the NASDAQ Stock Market rules), “non-employee directors” (as defined in Rule 16b-3 under the Exchange Act) and “outside directors” (as defined in Section 162(m) of the Code).
The compensation committee is responsible for identifying our primary goals with respect to executive compensation, implementing compensation programs designed to achieve those goals, subject to appropriate safeguards to avoid unnecessary risk taking, and monitoring performance against those goals and associated risks. The responsibilities of the compensation

committee are more fully described in its charter, which is available on our website at www.libertyglobal.com. In making its compensation decisions, the compensation committee ultimately relies on the general business and industry knowledge and experience of its members and the compensation committee’s own evaluation of our company and the performance of our executive officers. From time to time, however, the compensation committee will retain a compensation consultant to assist it in evaluating proposed changes in compensation programs or levels of compensation and to provide comparative data. In 2015,2018, the compensation committee did not retain any such consultants or advisors.

All compensation decisions with respect to our executive director and the chairman of our board are made by our compensation committee. Decisions with respect to our executive director’s compensation are made in private sessions of the compensation committee without the presence of management. With the assistance of our Human Resources and Legal Departments, our executive director is involved in formulating the terms of proposed performance or incentive award programs for consideration by the compensation committee, evaluating alternatives and recommending revisions. Other senior officers, within the scope of their job responsibilities, participate in gathering and presenting to the compensation committee, for its consideration, data andvarious legal, tax and accounting analyses relevant to compensation and benefit decisions.
The compensation committee’s approach to equity incentive awards for our executive director places a significant emphasis on performance-based equity awards. Since 2010, the compensation committee’s approach has been to set a target annual equity value for each executive officer, of which approximately two-thirds would be delivered in the form of an annual award of PSUs, which if earned convert to time-vested RSUs, and approximately one-third in the form of an annual award of time-vested SARs. In 2015,2018, the compensation committee followed this approach.
Below is the annual compensation report on our directors’ compensation for the year-ended December 31, 2015.2018. Pursuant to the requirements of the Companies Act, portions of this report have been audited by our U.K. auditors, KPMG LLP (U.K.) as indicated.

Single Total Figure of Compensation for Directors (Audited)
Below is the compensation earned by each of our directors in 20152018 and 2014.2017. The values reflected in the Long-Term Performance Awards column and the SAR/Option Awards column are based on market prices as described in footnotes 3 and 4 below and not grant date fair values.
Director Year Fees and Salary ($) Taxable Benefits ($)(1) 
Annual Performance Awards
($)(2)
 
Long-Term Performance Awards
($)(3)
 
SAR/Option Awards
($)(4)
 Commit-ment Bonus ($)(5) 
Pension
($)(6)
 Total ($) Year Fees and Salary ($) Taxable Benefits ($)(1) 
Annual Performance Bonus Awards
($)(2)
 
Long-Term Performance Awards
($)(3)
 
SAR/Option Awards
($)(4)
  
Pension
($)(5)
 Total ($)
Executive                                  
Michael T. Fries 2015 2,115,000
(7) 889,710
 6,991,000
 10,563,783
 9,103,052
 —
 —
 29,662,545
 2018 2,091,000
 531,374
 10,159,397
 11,704,575
 399,726
 —
 24,886,072
 2014 1,863,462
 1,231,800
 7,846,000
 107,429,966
(8) 8,292,888
 5,000,000
 —
 131,664,116
 2017 2,080,750
 548,735
 5,416,715
 —
 917,567
 —
 8,963,767
                              
                              
                              
Non-Executive                              
Andrew J. Cole 2015 115,750
(9) 487
 —
 —
 175,609
 —
 —
 291,846
 2018 116,500
(6)(8) 12,438
 —
 —
 8,939
 —
 137,877
 2014 115,000
(9) 421
 —
 —
 43,063
 —
 —
 158,484
                
John P. Cole, Jr. 2015 120,250
(9) 558
 —
 —
 252,415
 —
 —
 373,223
 2014 121,000
(9) 319
 —
 —
 120,090
 —
 —
 241,409
 2017 114,250
(7)(8) 886
 —
 —
 —
(9) —
 115,136
                              
Miranda Curtis 2015 122,500
 2,938
 —
 —
 252,415
 —
 —
 377,853
 2018 120,250
 3,237
 —
 —
 8,939
 —
 132,426
 2014 121,750
 3,246
 —
 —
 120,090
 —
 —
 245,086
 2017 123,250
 3,997
 —
 —
 —
(9) —
 127,247
                              
John W. Dick 2015 124,000
(9) 132,687
 —
 —
 252,415
 —
 —
 509,102
 2018 118,750
(6) 5,126
 —
 —
 8,939
 —
 132,815
 2014 123,250
(9) 33,073
 —
 —
 120,090
 —
 —
 276,413
 2017 123,250
(7) 11,113
 —
 —
 —
(9) —
 134,363
                              
Paul A. Gould 2015 149,000
(9)(10) 29,277
 —
 —
 252,415
 —
 —
 430,692
 2018 145,250
(6)(8) 23,713
 —
 —
 8,939
 —
 177,902
 2014 149,000
(9)(10) 18,003
 —
 —
 120,090
 —
 —
 287,093
 2017 148,250
(7)(8) 26,718
 —
 —
 —
(9) —
 174,968
                              
Richard R. Green 2015 115,750
(9) 492
 —
 —
 252,415
 —
 —
 368,657
 2018 111,250
 13,040
 —
 —
 8,939
 —
 133,229
 2014 114,250
(9) 303
 —
 —
 120,090
 —
 —
 234,643
 2017 112,750
(8) 7,871
 —
 —
 —
(9) —
 120,621
                              
John C. Malone 2015 —
 326,570
 —
 —
 1,664,235
 —
 —
 1,990,805
 2018 —
 505,116
 —
 —
 —
(9) —
 505,116
 2014 —
 475,806
 —
 —
 1,096,331
 —
 —
 1,572,137
 2017 —
 542,889
 —
 —
 209,711
 —
 752,600
                              
David E. Rapley 2015 125,750
(10) 61,854
 —
 —
 340,266
 —
 —
 527,870
 2018 121,250
(8) 101,790
 —
 —
 8,939
 —
 231,979
 2014 125,750
(10) 36,383
 —
 —
 120,090
 —
 —
 282,223
 2017 122,750
(8) 75,043
 —
 —
 —
(9) —
 197,793
                              
Larry E. Romrell 2015 119,500
 19,156
 —
 —
 252,415
 —
 —
 391,071
 2018 117,250
 3,270
 —
 —
 8,939
 —
 129,459
 2014 121,750
 22,389
 —
 —
 120,090
 —
 —
 264,229
 2017 119,500
 8,399
 —
 —
 —
(9) —
 127,899
                              
JC Sparkman 2015 145,250
 40,117
 —
 —
 340,266
 —
 —
 525,633
 2018 143,000
 999
 —
 —
 8,939
 —
 152,938
 2014 147,500
 9,750
 —
 —
 120,090
 —
 —
 277,340
 2017 144,500
 53,661
 —
 —
 —
(9) —
 198,161
                              
J. David Wargo 2015 124,750
(9)(10) 11,750
 —
 —
 252,415
 —
 —
 388,915
 2018 121,000
(6)(8) 26,821
 —
 —
 8,939
 —
 156,760
 2014 123,250
(9)(10) 22,112
 —
 —
 120,090
 —
 —
 265,452
 2017 123,250
(7)(8) 16,966
 —
 —
 —
(9) —
 140,216
_______________
(1)Taxable benefits provided to our executive director include the following:

Executive Director Year Group Term Life Insurance ($) Interest on Deferred Compensation ($) Use of Company Plane & Sports Box ($) Executive Health Plan ($) Professional Memberships & Fees ($)(a) Gifts & Tax Gross-up ($) Total ($) Year Group Term Life Insurance ($) Interest on Deferred Compensation ($) Use of Company Plane & Sports Box ($) Entertain-ment Expense ($)(a) Health Plan/Executive Medical ($) Gifts & Tax Gross-up ($) Total ($)
                              
Michael T. Fries 2015 1,656
 486,807
 368,665
 —
 22,342
 10,240
 889,710
 2018 1,247
 211,941
 317,515
 139
 —
 532
 531,374
 2014 1,656
 369,921
 292,079
 2,400
 312,587
 253,157
 1,231,800
 2017 1,137
 193,702
 350,263
 500
 2,184
 949
254
548,735
_______________
(a)As provided in the Fries Agreement, includes reimbursementThese expenses include entertainment costs for professional fees incurred in the preparation and negotiation of the Fries Agreement ($289,687 incurred in 2014 and $10,342 incurred in 2015).his spouse joining for board meetings.

Taxable benefits provided to our non-executive directors include the following:
Non-Executive Director Year 
Interest on Deferred Compensation
($)
 
Entertainment & Travel Expenses
($)(a)
 
Miscellaneous Expenses
($)
 Use of Company Plane ($) 
U.K. Group Health Insurance
($)
 Gifts & Tax Gross-up ($) Total ($) Year 
Interest on Deferred Compensation
($)
 
Entertainment & Travel Expenses
($)(a)
 
Miscellaneous Expenses
($)
 Use of Company Plane ($) 
U.K. Group Health Insurance
($)
 Gifts & Tax Gross-up ($) Total ($)
                                
Andrew J. Cole 2015 —
 —
 —
 —
 —
 487
 487
 2018 16
 11,170
 —
  —
 —
 1,252
 12,438
 2014 —
 —
 —
 —
 —
 421
 421
              
John P. Cole, Jr. 2015 —
 —
 —
 —
 —
 558
 558
 2014 —
 —
 —
 —
 —
 319
 319
 2017 10
 —
 —
  —
 —
 876
 886
                        
Miranda Curtis 2015 —
 —
 —
 —
 2,392
 546
 2,938
 2018 —
 —
—
—
  —
 2,248
��989
 3,237
 2014 —
 —
 —
 —
 2,577
 669
 3,246
 2017 —
 1,023
 —
  —
 2,093
 881
 3,997
                        
John W. Dick 2015 —
 1,970
 126,185
(b) 1,654
 2,392
 486
 132,687
 2018 —
 1,729
 —
  —
 2,248
 1,149
 5,126
 2014 —
 1,522
 —
 28,661
 2,577
 313
 33,073
 2017 —
 5,160
 —
  31
 5,022
 900
 11,113
                        
Paul A. Gould 2015 17,547
 10,839
 —
 —
 —
 891
 29,277
 2018 21,678
 1,211
 —
  —
 —
 824
 23,713
 2014 16,030
 1,486
 —
 —
 —
 487
 18,003
 2017 21,024
 5,160
 —
  31
 —
 503
 26,718
                        
Richard R. Green 2015 19
 —
 —
 —
 —
 473
 492
 2018 11,983
 —
 —
  —
 —
 1,057
 13,040
 2014 19
 —
 —
 —
 —
 284
 303
 2017 7,044
 —
 —
  —
 —
 827
 7,871
                        
John C. Malone 2015 —
 —
 300,000
(c)( 26,104
 —
 466
 326,570
 2018 —
 139
 500,000
(b) 3,779
 —
 1,198
 505,116
 2014 —
 1,486
 425,000
(c) 48,850
 —
 470
 475,806
 2017 —
 1,625
 500,000
(b) 40,340
 —
 924
 542,889
                        
David E. Rapley 2015 46,601
 14,215
 —
 83
 —
 955
 61,854
 2018 84,792
 15,826
 —
  27
 —
 1,145
 101,790
 2014 33,650
 2,180
 —
 —
 —
 553
 36,383
 2017 74,239
 —
 —
  7
 —
 797
 75,043
                        
Larry E. Romrell 2015 —
 —
 —
 18,683
 —
 473
 19,156
 2018 —
 139
 —
  2,016
 —
 1,115
 3,270
 2014 —
 9,636
 —
 12,185
 —
 568
 22,389
 2017 —
 1,231
 —
  6,546
 —
 622
 8,399
                        
JC Sparkman 2015 —
 —
 —
 39,529
 —
 588
 40,117
 2018 —
 —
 —
  —
 —
 999
 999
 2014 —
 —
 —
 9,324
 —
 426
 9,750
 2017 —
 —
 —
  52,793
 —
 868
 53,661
                        
J. David Wargo 2015 11,203
 —
 —
 —
 —
 547
 11,750
 2018 13,846
 11,873
 —
 —
—
—
—
 1,102
 26,821
 2014 10,229
 11,348
 —
 —
 —
 535
 22,112
 2017 13,426
 2,583
 —
  —
 —
 957
 16,966
_______________
(a)These expenses include travel and entertainment costs for spouses or guests joining members of our board for board meetings.
(b)These expenses include our costs for a medical air transport for the director and his companion from Rwanda to London England, due to a medical emergency ($125,550). Also includes the cost of a laptop computer provided at the request of the director.
(c)These expenses include reimbursement for personal expenses related to the ownership of our shares and his services as chairman ($300,000 per year) in 2014 and 2015 and the cost of a Hart Scott Rodino filing fee ($125,000) in 2014.chairman.
(2)
The amount reflects the value of the annual cash performance bonus awards earned by Mr. Fries under the 2014 Incentive Plan. For information regarding the operation of our annual cash performance bonus awards, including the performance metrics and maximum achievable performance bonus awards, see the section of the CD&A titled Elements of Compensation Packages—Annual Cash Performance Bonus Awards. Our non-executive directors do not receive annual cash performance bonus awards.
(3)
The amount reflects the value of PSUs with a performance period that ended in the year indicated based on the actual number of PSUs earned and the closing price of the shares as reported by NASDAQ on December 31 of such year. The PSUs generally vest in the year following the end of the performance period as long as the executive director is employed by our company on the vesting date. For information regarding the operation of our PSUs including the performance measures and targets, see the section of the CD&A titled Elements of Compensation Packages—Equity Awards. With respect to 2014, however, the amount also includes the value of the CEO Performance Award with a performance award period that ended on December 31, 2014. These PSUs vest in three equal installments on March 15, 2015, 2016 and 2017. For information on the performance condition, see Employment and Other Agreements in the proxy statement. Our non-executive directors do not participate in our long-term incentive programs.
(4)The amounts represent the intrinsic value for all SARs (i.e., the spread between the base price of the applicable SAR and the market price of the underlying shares on the respective vesting dates) or options that vested during the years indicated as calculated based on the closing prices of our shares on the applicable vesting dates, as reported by NASDAQ. For our executive director, the amounts consist solely of the value of shares received by our executive director upon vesting of RSUs during the year indicated and the aggregate value for all SARs that vested quarterly during the applicable year.year, added together. For our non-executive directors, the amounts consist of the value of shares received by such director upon the vesting of RSUs during the years indicated and the value of options that vested annually during the applicable year, added together. No value is included

for vested RSUs where the director elected to defer receipt of the shares under the Director Deferred Compensation Plan.The RSU and SAR awards for our executive director and the RSU and option awards for our non-executive directors are not subject to performance measures but are time-vested only. We believe time-vested awards are appropriate in order to have our directors retain a long-term interest in our company. The value of the awards will move with our share prices, which provides incentive to deliver on our company’s long-term strategic objectives and is in line with our shareholders’ interests.
(5)
Represents a commitment bonus paid to our executive director at the time the Fries Agreement was signed in April 2014 and as stated in the directors’ compensation policy. It was not subject to any performance measures.
(6)(5)We do not provide a pension or other defined benefit plan for our directors.
(7)Amount includes $1,797,750 of Mr. Fries’ 2015 salary, the payments of which Mr. Fries elected to defer pursuant to our Deferred Compensation Plan. Such deferred amount accrues interest at the rate of 9% per annum compounded daily until paid in full. The amount deferred, plus accrued interest, will be paid upon the earlier of December 31, 2019, Mr. Fries’ separation of service or a change in control of Liberty Global.
(8)The amount has been adjusted to reflect the division of Mr. Fries’ PSU awards between him and his former spouse pursuant to a qualified domestic relations order. As required by the order, Liberty Global transferred a portion of the PSUs granted in 2013 to his former spouse in 2014, which were converted in 2015 to time-vested RSUs pursuant to the terms of such PSUs. The value of the award to his former spouse at December 31, 2014, was $2,163,322.
(9)(6)Includes the dollar amountvalue of fees paid in our Liberty Global Class A shares and Liberty Global Class C shares at the election of the director.
(10)(7)Includes the dollar amount of fees paid in our Liberty Global Class A shares, Liberty Global Class C shares, LiLAC Class A shares and LiLAC Class C shares at the election of the director.

(8)The following table indicates the amount of fees included in the table that the directors listed have elected to defer in the years indicated pursuant to the Director Deferred Compensation Plan. Such deferred amounts accrue interest at the rate of 9%8.5% per annum, compounded daily, until paid in full.
Non-Executive Director Year Amount Deferred ($) Year Amount Deferred ($)
        
Andrew J. Cole 2018 74
 2017 80
  
Paul A. Gould 2015 73
 2018 69
 2017 97
  
Richard R. Green 2018 —
 2014 77
 2017 85,000
    
David E. Rapley 2015 110,000
 2018 93,500
 2014 110,000
 2017 93,500
    
J. David Wargo 2015 94
 2018 74
 2014 98
 2017 80
(9)Based on the closing prices of our ordinary shares on the June 21, 2017, none of the options that vested that day were in the money.

20152018 Equity Incentive Grants (Audited)
During 2015,2018, the compensation committee approved performance awards to the executive director under the 2014 Incentive Plan consisting of 2015the 2018 PSUs. Details of these awards are summarized below with further details set out in the CD&A on the applicable performance metrics.
Director Grant Date Type of Award (1)(2) Class of Shares Number of Shares Base Price/Share Face Value (3) Performance Period % Vesting at Threshold Grant Date Type of Award (1)(2) Class of Shares Number of Shares Base Price/Share Face Value (3) Performance Period % Vesting at Threshold
                          
Michael T. Fries 3/19/2015 2015 PSUs Liberty Global Class A 65,152
 $—
 $3,260,702
 2 years ending 12/31/2016 N/A 3/15/2018 2018 PSUs Liberty Global Class A 153,988 $0 $5,107,782 2 years ending 12/31/2019 50%
 3/19/2015 2015 PSUs Liberty Global Class C 130,304
 $—
 $6,311,678
 2 years ending 12/31/2016 N/A 3/15/2018 2018 PSUs Liberty Global Class C 307,976 $0 $9,793,637 2 years ending 12/31/2019 50%
 3/19/2015 2015 PSUs LiLAC Class A 3,257
 $—
 $163,005
 2 years ending 12/31/2016 N/A
 3/19/2015 2015 PSUs LiLAC Class C 6,515
 $—
 $315,574
 2 years ending 12/31/2016 N/A
___________________________
(1)
The terms of the PSUs awarded to our executive director are summarized in the CD&A under Elements of Compensation Packages—Equity Incentive Awards in the proxy statement. Generally, the compensation committee sets the performance targets corresponding to a selected performance measure or measures and a base (minimum) performance objective that must be achieved in order for any portion of our executive director’s PSU awards to be earned. The level of achievement of the performance target within a range established by the compensation committee determines the percentage of the PSU award earned during the performance period, subject to reduction or forfeiture based on individual performance.
(2)Details for the performance measures and targets are set forth in the CD&A of the proxy statement. Based on the performance measures and targets achieved, the number of ordinary shares that may be earned would range from no ordinary shares to 230,982 Liberty Global Class A shares and 461,964 Liberty Global Class C shares. If earned, the 20152018 PSUs will vest in two equal semi-annual installments on April 1, 20172020 and October 1, 2017.2020.

(3)For purposes of this table, the PSUs have been valued using the closing per share prices on the date of grant (adjusted for the LiLAC Transaction).grant: Liberty Global Class A shares - $33.17 and Liberty Global Class C shares - $31.80. The U.K. regulations applying to shares and share options require disclosure of the “face value” of such awards based on the maximum number of shares that would vest if all performance measures and targets are met multiplied by either the share price on the date of grant or an average share price.
Payments to Former Directors
There have been no payments made to former directors and no payments made for loss of office during 2015.2018.
Share Ownership Policy
The compensation committee has established a share ownership policy for our executive officers and senior officers, including our executive director. The purpose of this policy is to ensure that our executive director, as well as our other officers, has a significant stake in our long-term success and are aligned with our shareholders. As a result, the compensation committee established guidelines for ownership of our ordinary shares by our executive director of a minimum value of five times our

executive director’s base salary. Our non-executive directors are not subject to this policy, although they are encouraged to own ordinary shares, representing at least $100,000 in value.
Any newly appointed executive director is expected to meet the guidelines in the policy within four years of appointment. If the executive director is not compliant with the policy, the compensation committee may pay their annual bonus in ordinary shares and/or prohibit any further sales of ordinary shares until compliant. Our share ownership policy is summarized in the directors’ compensation policy and in the CD&A under Elements of Our Compensation Packages—Share Ownership Policy of the proxy statement. As of December 31, 2015,April 1, 2019, the value of the ordinary shares owned by our executive director, calculated in accordance with the policy, significantly exceeded the requirements of the policy. Our non-executive directors are not subject to this policy, although they are encouraged to own ordinary shares, representing at least $100,000 in value.
Director Share Ownership and Equity Grants (Audited)
The following table shows the number of shares owned by our directors as well as equity awards outstanding as of April 1, 2016.2019. The equity awards consist of SARs PSUs and PSARsPSUs for our executive director and options and RSUs for our non-executive directors.
   Time Vested Options/SARs/RSUs Performance Awards   Time Vested Options/SARs/RSUs Performance Awards
Director Amount of Shares Beneficially Owned (#) Number of Shares Underlying Unexercised Options/SARs (#) Exercisable Number of Shares Underlying Unexercised Options/SARs (#) Unexercisable 
Base or Exercise Price
($)
 Number of Shares Underlying Unvested RSUs (#) Expiration Date Earned Performance Awards (#)(unvested) Unearned Performance Awards (#) Amount of Shares Beneficially Owned (#) Number of Shares Underlying Unexercised Options/SARs (#) Exercisable Number of Shares Underlying Unexercised Options/SARs (#) Unexercisable 
Base or Exercise Price
($)
 Number of Shares Underlying Unvested RSUs (#) Expiration Date Earned Performance Awards (#)(unvested) Unearned Performance Awards (#)
Executive                          
Michael T. Fries                          
Liberty Global Class A 434,784
(1) 71,370
 —
 12.57
 —
 5/1/2017 40,547
 65,152
(2) 726,189
(1) 45,603
 —
 19.87
 —
 5/1/2019 93,457
 153,988
(2)
   42,988
 —
 29.45
 —
 5/1/2020     
   971,587
 —
 27.71
 —
 6/24/2020     
   48,168
 —
 21.26
 —
 5/1/2018 333,334
 227,212
(3)   201,746
 —
 32.37
 —
 5/1/2021     
   42,752
 2,851
(4) 22.85
 —
 5/1/2019 971,587
(5)—
    137,480
 19,641
(3) 42.01
 —
 5/1/2022     
   29,554
 13,434
(6) 33.87
 —
 5/1/2020        132,426
 79,456
(4) 32.81
 —
 5/1/2023     
   88,263
 113,483
(7) 37.22
 —
 5/1/2021        85,437
 142,395
(5) 35.69
 —
 5/1/2024     
   29,460
 127,661
(8) 48.31
 —
 5/1/2022        36,764
 257,353
(6) 29.88
 —
 5/1/2025     
Liberty Global Class B 666,666
(9) —
 —
 —
 —
 333,334
 —
  1,390,295
 —
 —
 —
 —
     
Liberty Global Class C 1,068,920
(1) 71,036
 —
 12.46
 —
 5/1/2017 81,093
 130,304
(2) 1,328,228
(1) 45,401
 —
 19.61
 —
 5/1/2019 186,915
 307,976
(2)
   142,107
 —
 12.35
 —
 5/1/2017 967,468
(5)454,424
(3)   90,808
 —
 19.00
 —
 5/1/2019     
   47,962
 —
 21.09
 —
 5/1/2018 1,933,985
(5)—
    42,788
 —
 29.05
 —
 5/1/2020     
   95,916
 —
 20.24
 —
 5/1/2018   
    85,596
 —
 27.13
 —
 5/1/2020     
   42,562
 2,839
(4) 22.67
 —
 5/1/2019        967,468
 —
 27.34
 —
 6/24/2020     
   85,132
 5,676
(4) 21.97
 —
 5/1/2019        1,933,985
 —
 25.84
 —
 6/24/2020     
   29,416
 13,372
(6) 33.59
 —
 5/1/2020        401,446
 —
 30.81
 —
 5/1/2021     
   58,847
 26,749
(6) 31.37
 —
 5/1/2020        277,201
 39,601
(3) 40.52
 —
 5/1/2022     
   175,632
 225,814
(7) 35.63
 —
 5/1/2021        264,852
 158,912
(4) 31.65
 —
 5/1/2023     
   59,400
 257,402
(8) 46.86
 —
 5/1/2022        170,874
 284,790
(5) 34.80
 —
 5/1/2024     
LiLAC Class A 37,043
(1) 3,568
 —
 11.84
 —
 5/1/2017 2,027
 3,257
(2)
   73,529
 514,705
(6) 28.94
 —
 5/1/2025     
             
Non-Executive             
Andrew J. Cole             
Liberty Global Class A 20,261
(10) 4,634
 —
 29.22
 —
 6/28/2020     
   2,408
 —
 20.03
 —
 5/1/2018 16,667
 11,360
(3)   5,716
 —
 34.44
 —
 6/26/2021     
   2,137
 143
(4) 21.53
 —
 5/1/2019 48,562
(5)—
    4,303
 —
 44.46
 —
 6/25/2022     
   1,477
 672
(6) 31.91
 —
 5/1/2020        3,893
 1,947
(7) 30.47
 —
 6/16/2023     
   4,410
 5,672
(7) 35.06
 —
 5/1/2021        2,384
 4,766
(8) 28.83
 —
 6/21/2024     
   1,477
 6,405
(8) 45.52
 —
 5/1/2022        —
 7,941
(9) 30.14
 —
 6/12/2025     
LiLAC Class B 33,332
(9) —
 —
 —
 —
 16,667
 —
 
LiLAC Class C 53,441
(1) 3,551
 —
 12.37
 —
 5/1/2017 4,055
 6,515
(2)
Liberty Global Class C 51,149
 4,614
 —
 28.82
 —
 6/28/2020     
   7,105
 —
 12.26
 —
 5/1/2017 48,343
(5)22,720
(3)   9,985
 —
 26.77
 —
 6/28/2020     
   11,379
 —
 33.06
 —
 6/26/2021     
   8,548
 —
 41.41
 —
 6/25/2022     

   Time Vested Options/SARs/RSUs Performance Awards   Time Vested Options/SARs/RSUs Performance Awards
Director Amount of Shares Beneficially Owned (#) Number of Shares Underlying Unexercised Options/SARs (#) Exercisable Number of Shares Underlying Unexercised Options/SARs (#) Unexercisable 
Base or Exercise Price
($)
 Number of Shares Underlying Unvested RSUs (#) Expiration Date Earned Performance Awards (#)(unvested) Unearned Performance Awards (#) Amount of Shares Beneficially Owned (#) Number of Shares Underlying Unexercised Options/SARs (#) Exercisable Number of Shares Underlying Unexercised Options/SARs (#) Unexercisable 
Base or Exercise Price
($)
 Number of Shares Underlying Unvested RSUs (#) Expiration Date Earned Performance Awards (#)(unvested) Unearned Performance Awards (#)
   7,787
 3,893
(7) 29.64
 —
 6/16/2023     
   4,767
 9,533
(8) 27.85
 —
 6/21/2024     
   —
 15,882
(9) 29.07
 —
 6/12/2025     
Miranda Curtis             
Liberty Global Class A 129,471
 2,952
 —
 10.64
 —
 6/17/2020     
   1,045
 —
 16.64
 —
 6/21/2021     
   1,989
 —
 19.28
 —
 6/19/2022     
   4,634
 —
 29.22
 —
 6/28/2020     
   5,716
 —
 34.44
 —
 6/26/2021     
   4,303
 —
 44.46
 —
 6/25/2022     
   3,893
 1,947
(7) 30.47
 —
 6/16/2023     
   2,384
 4,766
(8) 28.83
 —
 6/21/2024     
   —
 7,941
(9) 30.14
 —
 6/12/2025     
Liberty Global Class C 381,237
 2,940
 —
 10.51
 —
 6/17/2020     
   2,397
 —
 20.93
 —
 5/1/2018 96,687
(5)—
    5,873
 —
 10.57
 —
 6/17/2020     
   4,795
 —
 20.09
 —
 5/1/2018   
    1,041
 —
 16.42
 —
 6/21/2021     
   2,128
 142
(4) 22.51
 —
 5/1/2019        2,166
 —
 15.85
 —
 6/21/2021     
   4,256
 284
(4) 21.81
 —
 5/1/2019        1,981
 —
 19.03
 —
 6/19/2022     
   1,471
 669
(6) 33.35
 —
 5/1/2020        4,098
 —
 18.49
 —
 6/19/2022     
   2,941
 1,338
(6) 31.14
 —
 5/1/2020        4,614
 —
 28.82
 —
 6/28/2020     
   8,781
 11,291
(7) 35.37
 —
 5/1/2021        9,985
 —
 26.77
 —
 6/28/2020     
   3,014
 13,064
(8) 46.52
 —
 5/1/2022        11,379
 —
 33.06
 —
 6/26/2021     
                8,548
 —
 41.41
 —
 6/25/2022     
                7,787
 3,893
(7) 29.64
 —
 6/16/2023     
                4,767
 9,533
(8) 27.85
 —
 6/21/2024     
Non-Executive             
Andrew J. Cole             
Liberty Global Class A 19,426
 3,088
 1,546
(10) 33.60
 —
 6/28/2020     
   1,905
 3,811
(11) 39.60
 —
 6/26/2021        —
 15,882
(9) 29.07
 —
 6/12/2025     
   —
 4,303
(12) 51.13
 —
 6/25/2022     
Liberty Global Class C 47,549
 3,075
 1,539
(10) 33.33
 —
 6/28/2020     
   6,657
 3,328
(10) 30.95
 —
 6/28/2020     
   3,793
 7,586
(11) 38.23
 —
 6/26/2021     
   —
 8,548
(12) 47.89
 —
 6/25/2022     
LiLAC Class A 954
 153
 78
(10) 31.65
 —
 6/28/2020     
   95
 190
(11) 37.31
 —
 6/26/2021     
   —
 215
(12) 48.17
 —
 6/25/2022     
LiLAC Class C 2,343
 153
 77
(10) 33.08
 —
 6/28/2020     
   332
 167
(10) 30.72
 —
 6/28/2020     
   189
 379
(11) 37.95
 —
 6/26/2021     
   —
 426
(12) 47.89
 —
 6/25/2022     
John P. Cole, Jr.             
John W. Dick             
Liberty Global Class A 10,904
 5,250
 —
 10.15
 —
 6/22/2016      35,759
 10,501
 —
 5.93
 —
 6/17/2019     
   10,500
 —
 18.15
 —
 6/19/2017        2,952
 —
 10.64
 —
 6/17/2020     
   10,502
 —
 15.09
 —
 6/12/2018        1,045
 —
 16.64
 —
 6/21/2021     
   10,501
 —
 6.82
 —
 6/17/2019        1,989
 —
 19.28
 —
 6/19/2022     
   1,476
 —
 12.23
 —
 6/17/2020        4,634
 —
 29.22
 —
 6/28/2020     
   1,045
 —
 19.13
 —
 6/21/2021        5,716
 —
 34.44
 —
 6/26/2021     
   1,989
 —
 22.17
 —
 6/19/2022        4,303
 —
 44.46
 —
 6/25/2022     
   3,088
 1,546
(10) 33.60
 —
 6/28/2020        3,893
 1,947
(7) 30.47
 —
 6/16/2023     
   1,905
 3,811
(11) 39.60
 —
 6/26/2021        2,384
 4,766
(8) 28.83
 —
 6/21/2024     
   —
 4,303
(12) 51.13
 —
 6/25/2022        —
 7,941
(9) 30.14
 —
 6/12/2025     
Liberty Global Class C 50,314
 5,227
 —
 10.07
 —
 6/22/2016      96,645
 10,454
 —
 5.86
 —
 6/17/2019     
   10,454
 —
 9.84
 —
 6/22/2016        20,908
 —
 5.85
 —
 6/17/2019     
   10,456
 —
 18.02
 —
 6/19/2017        2,940
 —
 10.51
 —
 6/17/2020     
   20,905
 —
 17.10
 —
 6/19/2017        5,873
 —
 10.57
 —
 6/17/2020     
   10,453
 —
 14.97
 —
 6/12/2018        1,041
 —
 16.42
 —
 6/21/2021     
   20,905
 —
 14.31
 —
 6/12/2018        2,166
 —
 15.85
 —
 6/21/2021     
   10,454
 —
 6.77
 —
 6/17/2019        1,981
 —
 19.03
 —
 6/19/2022     
   20,908
 —
 6.76
 —
 6/17/2019        4,098
 —
 18.49
 —
 6/19/2022     
   1,470
 —
 12.15
 —
 6/17/2020        4,614
 —
 28.82
 —
 6/28/2020     
   2,937
 —
 12.22
 —
 6/17/2020        9,985
 —
 26.77
 —
 6/28/2020     
   1,041
 —
 18.98
 —
 6/21/2021        11,379
 —
 33.06
 —
 6/26/2021     
   2,166
 —
 18.33
 —
 6/21/2021        8,548
 —
 41.41
 —
 6/25/2022     
   1,981
 —
 22.00
 —
 6/19/2022        7,787
 3,893
(7) 29.64
 —
 6/16/2023     

   Time Vested Options/SARs/RSUs Performance Awards   Time Vested Options/SARs/RSUs Performance Awards
Director Amount of Shares Beneficially Owned (#) Number of Shares Underlying Unexercised Options/SARs (#) Exercisable Number of Shares Underlying Unexercised Options/SARs (#) Unexercisable 
Base or Exercise Price
($)
 Number of Shares Underlying Unvested RSUs (#) Expiration Date Earned Performance Awards (#)(unvested) Unearned Performance Awards (#) Amount of Shares Beneficially Owned (#) Number of Shares Underlying Unexercised Options/SARs (#) Exercisable Number of Shares Underlying Unexercised Options/SARs (#) Unexercisable 
Base or Exercise Price
($)
 Number of Shares Underlying Unvested RSUs (#) Expiration Date Earned Performance Awards (#)(unvested) Unearned Performance Awards (#)
   4,098
 —
 21.38
 —
 6/19/2022        4,767
 9,533
(8) 27.85 —
 6/21/2024     
   3,075
 1,539
(10) 33.33
 —
 6/28/2020        —
 15,882
(9) 29.07 —
 6/22/2025     
   6,657
 3,328
(10) 30.95
 —
 6/28/2020     
   3,793
 7,586
(11) 38.23
 —
 6/26/2021     
   —
 8,548
(12) 47.89
 —
 6/25/2022     
LiLAC Class A 523
 262
 —
 9.56
 —
 6/22/2016     
Paul A. Gould             
Liberty Global Class A 215,627
 5,250
 —
 5.93
 —
 6/17/2019     
   525
 —
 17.10
 —
 6/19/2017        1,476
 —
 10.64
 —
 6/17/2020     
   524
 —
 14.21
 —
 6/12/2018        1,045
 —
 16.64
 —
 6/21/2021     
   524
 —
 6.42
 —
 6/17/2019        1,989
 —
 19.28
 —
 6/19/2022     
   73
 —
 11.52
 —
 6/17/2020        4,634
 —
 29.22
 —
 6/28/2020     
   52
 —
 18.03
 —
 6/21/2021        5,716
 —
 34.44
 —
 6/26/2021     
   99
 —
 20.89
 —
 6/19/2022        4,303
 —
 44.46
 —
 6/25/2022     
   153
 78
(10) 31.65
 —
 6/28/2020        3,893
 1,947
(7) 30.47
 —
 6/16/2023     
   95
 190
(11) 37.31
 —
 6/26/2021        2,384
 4,766
(8) 28.83 —
 6/21/2024     
   —
 215
(12) 48.17
 —
 6/25/2022        —
 7,941
(9) 30.14 —
 6/12/2025     
LiLAC Class C 2,474
 261
 —
 9.99
 —
 6/22/2016     
Liberty Global Class B 51,429
 —
 —
 —
 —
     
Liberty Global Class C 964,080
 5,227
 —
 5.86
 —
 6/17/2019     
   522
 —
 9.77
 —
 6/22/2016        10,454
 —
 5.85
 —
 6/17/2019     
   522
 —
 17.88
 —
 6/19/2017        1,470
 —
 10.51
 —
 6/17/2020     
   1,045
 —
 16.98
 —
 6/19/2017        2,937
 —
 10.57
 —
 6/17/2020     
   522
 —
 14.86
 —
 6/12/2018        1,041
 —
 16.42
 —
 6/21/2021     
   1,045
 —
 14.21
 —
 6/12/2018        2,166
 —
 15.85
 —
 6/21/2021     
   522
 —
 6.72
 —
 6/17/2019        1,981
 —
 19.03
 —
 6/19/2022     
   1,045
 —
 6.71
 —
 6/17/2019        4,098
 —
 18.49
 —
 6/19/2022     
   73
 —
 12.06
 —
 6/17/2020        4,614
 —
 28.82
 —
 6/28/2020     
   146
 —
 12.13
 —
 6/17/2020        9,985
 —
 26.77
 —
 6/28/2020     
   52
 —
 18.84
 —
 6/21/2021        11,379
 —
 33.06
 —
 6/26/2021     
   108
 —
 18.19
 —
 6/21/2021        8,548
 —
 41.41
 —
 6/25/2022     
   99
 —
 21.84
 —
 6/19/2022        7,787
 3,893
(7) 29.64
 —
 6/16/2023     
   204
 —
 21.22
 —
 6/19/2022        4,767
 9,533
(8) 27.85
 —
 6/21/2024     
   153
 77
(10) 33.08
 —
 6/28/2020        —
 15,882
(9) 29.07
 —
 6/12/2025     
Richard R. Green             
Liberty Global Class A 6,382
 9,086
 —
 5.93
 —
 6/17/2019     
   332
 167
(10) 30.72
 —
 6/28/2020        2,952
 —
 10.64
 —
 6/17/2020     
   189
 379
(11) 37.95
 —
 6/26/2021        1,045
 —
 16.64
 —
 6/21/2021     
   —
 426
(12) 47.89
 —
 6/25/2022        1,989
 —
 19.28
 —
 6/19/2022     
Miranda Curtis             
Liberty Global Class A 129,471
 2,952
 —
 12.23
 —
 6/17/2020     
   4,634
 —
 29.22
 —
 6/28/2020     
   1,045
 —
 19.13
 —
 6/21/2021        5,716
 —
 34.44
 —
 6/26/2021     
   1,989
 —
 22.17
 —
 6/19/2022        4,303
 —
 44.46
 —
 6/25/2022     
   3,088
 1,546
(10) 33.60
 —
 6/28/2020        3,893
 1,947
(7) 30.47
 —
 6/16/2023     
   1,905
 3,811
(11) 39.60
 —
 6/26/2021        2,384
 4,766
(8) 28.83
 —
 6/21/2024     
   —
 4,303
(12) 51.13
 —
 6/25/2022        —
 7,941
(9) 30.14
 —
 6/12/2025     
Liberty Global Class C 381,237
 2,940
 —
 12.15
 —
 6/17/2020      14,635
 10,454
 —
 5.86
 —
 6/17/2019     
   5,873
 —
 12.22
 —
 6/17/2020        20,908
 —
 5.85
 —
 6/17/2019     
   1,041
 —
 18.98
 —
 6/21/2021        2,940
 —
 10.51
 —
 6/17/2020     
   2,166
 —
 18.33
 —
 6/21/2021        5,873
 —
 10.57
 —
 6/17/2020     
   1,981
 —
 22.00
 —
 6/19/2022        1,041
 —
 16.42
 —
 6/21/2021     
   4,098
 —
 21.38
 —
 6/19/2022        2,166
 —
 15.85
 —
 6/21/2021     
   3,075
 1,539
(10) 33.33
 —
 6/28/2020        1,981
 —
 19.03
 —
 6/19/2022     
   6,657
 3,328
(10) 30.95
 —
 6/28/2020        4,098
 —
 18.49
 —
 6/19/2022     
   3,793
 7,586
(11) 38.23
 —
 6/26/2021        4,614
 —
 28.82
 —
 6/28/2020     
   —
 8,548
(12) 47.89
 —
 6/25/2022     

     Time Vested Options/SARs/RSUs Performance Awards
Director Amount of Shares Beneficially Owned (#) Number of Shares Underlying Unexercised Options/SARs (#) Exercisable Number of Shares Underlying Unexercised Options/SARs (#) Unexercisable 
Base or Exercise Price
($)
 Number of Shares Underlying Unvested RSUs (#) Expiration Date Earned Performance Awards (#)(unvested) Unearned Performance Awards (#)
LiLAC Class A 6,410
  147
 —
  11.52
 —
 6/17/2020     
     52
 —
  18.03
 —
 6/21/2021     
     99
 —
  20.89
 —
 6/19/2022     
     153
 78
(10) 31.65
 —
 6/28/2020     
     95
 190
(11) 37.31
 —
 6/26/2021     
     —
 215
(12) 48.17
 —
 6/25/2022     
LiLAC Class C 18,869
  146
 —
  12.06
 —
 6/17/2020     
     293
 —
  12.13
 —
 6/17/2020     
     52
 —
  18.84
 —
 6/21/2021     
     108
 —
  18.19
 —
 6/21/2021     
     99
 —
  21.84
 —
 6/19/2022     
     204
 —
  21.22
 —
 6/19/2022     
     153
 77
(10) 33.08
 —
 6/28/2020     
     332
 167
(10) 30.72
 —
 6/28/2020     
     189
 379
(11) 37.95
 —
 6/26/2021     
     —
 426
(12) 47.89
 —
 6/25/2022     
John W. Dick                   
Liberty Global Class A 17,133
  10,500
 —
  18.15
 —
 6/19/2017     
     10,502
 —
  15.09
 —
 6/12/2018     
     10,501
 —
  6.82
 —
 6/17/2019     
     2,952
 —
  12.23
 —
 6/17/2020     
     1,045
 —
  19.13
 —
 6/21/2021     
     1,989
 —
  22.17
 —
 6/19/2022     
     3,088
 1,546
(10) 33.60
 —
 6/28/2020     
     1,905
 3,811
(11) 39.60
 —
 6/26/2021     
     —
 4,303
(12) 51.13
 —
 6/25/2022     
Liberty Global Class C 44,095
  10,454
 —
  10.07
 —
 6/22/2016     
     10,456
 —
  18.02
 —
 6/19/2017     
     20,905
 —
  17.10
 —
 6/19/2017     
     10,453
 —
  14.97
 —
 6/12/2018     
     20,905
 —
  14.31
 —
 6/12/2018     
     10,454
 —
  6.77
 —
 6/17/2019     
     20,908
 —
  6.76
 —
 6/17/2019     
     2,940
 —
  12.15
 —
 6/17/2020     
     5,873
 —
  12.22
 —
 6/17/2020     
     1,041
 —
  18.98
 —
 6/21/2021     
     2,166
 —
  18.33
 —
 6/21/2021     
     1,981
 —
  22.00
 —
 6/19/2022     
     4,098
 —
  21.38
 —
 6/19/2022     
     3,075
 1,539
(10) 33.33
 —
 6/28/2020     
     6,657
 3,328
(10) 30.95
 —
 6/28/2020     
     3,793
 7,586
(11) 38.23
 —
 6/26/2021     
     —
 8,548
(12) 47.89
 —
 6/25/2022     
LiLAC Class A 835
  525
 —
  17.10
 —
 6/19/2017     
     524
 —
  14.21
 —
 6/12/2018     
     524
 —
  6.42
 —
 6/17/2019     
     147
 —
  11.52
 —
 6/17/2020     
     52
 —
  18.03
 —
 6/21/2021     
     99
 —
  20.89
 —
 6/19/2022     
     153
 78
(10) 31.65
 —
 6/28/2020     
     Time Vested Options/SARs/RSUs Performance Awards
Director Amount of Shares Beneficially Owned (#) Number of Shares Underlying Unexercised Options/SARs (#) Exercisable Number of Shares Underlying Unexercised Options/SARs (#) Unexercisable 
Base or Exercise Price
($)
 Number of Shares Underlying Unvested RSUs (#) Expiration Date Earned Performance Awards (#)(unvested) Unearned Performance Awards (#)
     9,985
 —
  26.77
 —
 6/28/2020     
     11,379
 —
  33.06
 —
 6/26/2021     
     8,548
 —
  41.41
 —
 6/25/2022     
     7,787
 3,893
(7) 29.64
 —
 6/16/2023     
     4,767
 9,533
(8) 27.85
 —
 6/21/2024     
     —
 15,882
(9) 29.07
 —
 6/12/2025     
John C. Malone                   
Liberty Global Class A 4,562,720
(11) 6,370
 —
  29.45
 —
 5/1/2023     
     20,802
 —
  32.37
 —
 5/1/2021     
     26,067
 —
  42.01
 —
 5/1/2022     
     20,173
 10,086
(12) 32.81
 —
 5/1/2023     
     10,825
 21,648
(13) 35.69
 —
 5/1/2024     
Liberty Global Class B 8,677,225
(11)(15)—
 —
  —
 —
       
Liberty Global Class C 17,225,759
(11) 6,340
 —
  29.05
 —
 5/1/2023     
     13,652
 —
  27.13
 —
 5/1/2023     
     41,393
 —
  30.81
 —
 5/1/2021     
     52,560
 —
  40.52
 —
 5/1/2022     
     40,345
 20,173
(12) 31.65
 —
 5/1/2023     
     21,649
 43,297
(13) 34.80
 —
 5/1/2024     
     —
 129,974
(14) 28.94
 —
 5/1/2025     
David E. Rapley           —
       
Liberty Global Class A 3,364
  3,500
 —
  5.93
 —
 6/17/2019     
     983
 —
  10.64
 —
 6/17/2020     
     1,045
 —
  16.64
 —
 6/21/2021     
     1,989
 —
  19.28
 —
 6/19/2022     
     4,634
 —
  29.22
 —
 6/28/2020     
     2,858
 —
  34.44
 —
 6/26/2021     
     2,152
 —
  44.46
 —
 6/25/2022     
     3,893
 1,947
(7) 30.47
 —
 6/16/2023     
     2,384
 4,766
(8) 28.83
 —
 6/21/2024     
     —
 7,941
(9) 30.14
 —
 6/12/2025     
Liberty Global Class C 8,045
  3,484
 —
  5.86
 —
 6/17/2019     
     6,968
 —
  5.85
 —
 6/17/2019     
     979
 —
  10.51
 —
 6/17/2020     
     1,957
 —
  10.57
 —
 6/17/2020     
     1,041
 —
  16.42
 —
 6/21/2021     
     2,166
 —
  15.85
 —
 6/21/2021     
     1,981
 —
  19.03
 —
 6/19/2022     
     4,098
 —
  18.49
 —
 6/19/2022     
     4,614
 —
  28.82
 —
 6/28/2020     
     9,985
 —
  26.77
 —
 6/28/2020     
     5,690
 —
  33.06
 —
 6/26/2021     
     4,274
 —
  41.41
 —
 6/25/2022     
     7,787
 3,893
(7) 29.64
 —
 6/16/2023     
     4,767
 9,533
(8) 27.85
 —
 6/21/2024     
     —
 15,882
(9) 29.07
 —
 6/12/2025     
Larry E. Romrell                   
Liberty Global Class A 24,488
  492
 —
  10.64
 —
 6/17/2020     
     697
 —
  16.64
 —
 6/21/2021     

     Time Vested Options/SARs/RSUs Performance Awards
Director Amount of Shares Beneficially Owned (#) Number of Shares Underlying Unexercised Options/SARs (#) Exercisable Number of Shares Underlying Unexercised Options/SARs (#) Unexercisable 
Base or Exercise Price
($)
 Number of Shares Underlying Unvested RSUs (#) Expiration Date Earned Performance Awards (#)(unvested) Unearned Performance Awards (#)
     95
 190
(11) 37.31
 —
 6/26/2021     
     —
 215
(12) 48.17
 —
 6/25/2022     
LiLAC Class C 2,164
  522
 —
  9.99
 —
 6/22/2016     
     522
 —
  17.88
 —
 6/19/2017     
     1,045
 —
  16.98
 —
 6/19/2017     
     522
 —
  14.86
 —
 6/12/2018     
     1,045
 —
  14.21
 —
 6/12/2018     
     522
 —
  6.72
 —
 6/17/2019     
     1,045
 —
  6.71
 —
 6/17/2019     
     146
 —
  12.06
 —
 6/17/2020     
     293
 —
  12.13
 —
 6/17/2020     
     52
 —
  18.84
 —
 6/21/2021     
     108
 —
  18.19
 —
 6/21/2021     
     99
 —
  21.84
 —
 6/19/2022     
     204
 —
  21.22
 —
 6/19/2022     
     153
 77
(10) 33.08
 —
 6/28/2020     
     332
 167
(10) 30.72
 —
 6/28/2020     
     189
 379
(11) 37.95
 —
 6/26/2021     
     —
 426
(12) 47.89
 —
 6/25/2022     
Paul A. Gould                   
Liberty Global Class A 208,934
  10,501
 —
  10.15
 —
 6/22/2016     
     10,500
 —
  18.15
 —
 6/19/2017     
     5,251
 —
  15.09
 —
 6/12/2018     
     5,250
 —
  6.82
 —
 6/17/2019     
     1,476
 —
  12.23
 —
 6/17/2020     
     1,045
 —
  19.13
 —
 6/21/2021     
     1,989
 —
  22.17
 —
 6/19/2022     
     3,088
 1,546
(10) 33.60
 —
 6/28/2020     
     1,905
 3,811
(11) 39.60
 —
 6/26/2021     
     —
 4,303
(12) 51.13
 —
 6/25/2022     
Liberty Global Class B 51,429
  —
 —
  —
 —
       
Liberty Global Class C 945,538
  10,454
 —
  10.07
 —
 6/22/2016     
     20,908
 —
  9.84
 —
 6/22/2016     
     10,456
 —
  18.02
 —
 6/19/2017     
     20,905
 —
  17.10
 —
 6/19/2017     
     5,226
 —
  14.97
 —
 6/12/2018     
     10,452
 —
  14.31
 —
 6/12/2018     
     5,227
 —
  6.77
 —
 6/17/2019     
     10,454
 —
  6.76
 —
 6/17/2019     
     1,470
 —
  12.15
 —
 6/17/2020     
     2,937
 —
  12.22
 —
 6/17/2020     
     1,041
 —
  18.98
 —
 6/21/2021     
     2,166
 —
  18.33
 —
 6/21/2021     
     1,981
 —
  22.00
 —
 6/19/2022     
     4,098
 —
  21.38
 —
 6/19/2022     
     3,075
 1,539
(10) 33.33
 —
 6/28/2020     
     6,657
 3,328
(10) 30.95
 —
 6/28/2020     
     3,793
 7,586
(11) 38.23
 —
 6/26/2021     
     —
 8,548
(12) 47.89
 —
 6/25/2022     
LiLAC Class A 10,437
  525
 —
  9.56
 —
 6/22/2016     
     Time Vested Options/SARs/RSUs Performance Awards
Director Amount of Shares Beneficially Owned (#) Number of Shares Underlying Unexercised Options/SARs (#) Exercisable Number of Shares Underlying Unexercised Options/SARs (#) Unexercisable 
Base or Exercise Price
($)
 Number of Shares Underlying Unvested RSUs (#) Expiration Date Earned Performance Awards (#)(unvested) Unearned Performance Awards (#)
     1,989
 —
  19.28
 —
 6/19/2022     
     4,634
 —
  29.22
 —
 6/28/2020     
     5,716
 —
  34.44
 —
 6/26/2021     
     4,303
 —
  44.46
 —
 6/25/2022     
     3,893
 1,947
(7) 30.47
 —
 6/16/2023     
     2,384
 4,766
(8) 28.83
 —
 6/21/2024     
     —
 7,941
(9) 30.14
 —
 6/12/2025     
Liberty Global Class C 51,516
  490
 —
  10.51
 —
 6/17/2020     
     978
 —
  10.57
 —
 6/17/2020     
     694
 —
  16.42
 —
 6/21/2021     
     1,442
 —
  15.85
 —
 6/21/2021     
     1,981
 —
  19.03
 —
 6/19/2022     
     4,098
 —
  18.49
 —
 6/19/2022     
     4,614
 —
  28.82
 —
 6/28/2020     
     9,985
 —
  26.77
 —
 6/28/2020     
     11,379
 —
  33.06
 —
 6/26/2021     
     8,548
 —
  41.41
 —
 6/25/2022     
     7,787
 3,893
(7) 29.64
 —
 6/16/2023     
     4,767
 9,533
(8) 27.85
 —
 6/21/2024     
     —
 15,882
(9) 29.07
 —
 6/12/2025     
JC Sparkman                   
Liberty Global Class A 12,700
  5,250
 —
  5.93
 —
 6/17/2019     
     1,476
 —
  10.64
 —
 6/17/2020     
     1,045
 —
  16.64
 —
 6/21/2021     
     1,989
 —
  19.28
 —
 6/19/2022     
     4,634
 —
  29.22
 —
 6/28/2020     
     2,858
 —
  34.44
 —
 6/26/2021     
     2,152
 —
  44.46
 —
 6/25/2022     
     1,947
 973
(7) 30.47
 —
 6/16/2023     
     2,384
 4,766
(8) 28.83
 —
 6/21/2024     
     —
 7,941
(9) 30.14
 —
 6/12/2025     
Liberty Global Class C 26,301
  5,227
 —
  5.86
5,227
—
 6/17/2019     
     10,454
 —
  5.85
10,454
—
 6/17/2019     
     1,470
 —
  10.51
1,470
—
 6/17/2020     
     2,937
 —
  10.57
2,937
—
 6/17/2020     
     1,041
 —
  16.42
1,041
—
 6/21/2021     
     2,166
 —
  15.85
2,166
—
 6/21/2021     
     1,981
 —
  19.03
1,981
—
 6/19/2022     
     4,098
 —
  18.49
4,098
—
 6/19/2022     
     4,614
 —
  28.82
3,075
—
 6/28/2020     
     9,985
 —
  26.77
6,657
—
 6/28/2020     
     5,690
 —
  33.06
3,793
—
 6/26/2021     
     4,274
 —
  41.41
 —
 6/25/2022     
     3,893
 1,947
(7) 29.64
 —
 6/16/2023     
     4,767
 9,533
(8) 27.85
 —
 6/21/2024     
     —
 15,882
(9) 29.07
 —
 6/12/2025     
J. David Wargo                   
Liberty Global Class A 46,294
  10,501
 —
  5.93
 —
 6/17/2019     
     1,476
 —
  10.64
 —
 6/17/2020     

     Time Vested Options/SARs/RSUs Performance Awards
Director Amount of Shares Beneficially Owned (#) Number of Shares Underlying Unexercised Options/SARs (#) Exercisable Number of Shares Underlying Unexercised Options/SARs (#) Unexercisable 
Base or Exercise Price
($)
 Number of Shares Underlying Unvested RSUs (#) Expiration Date Earned Performance Awards (#)(unvested) Unearned Performance Awards (#)
     1,045
 —
  16.64
 —
 6/21/2021     
     1,989
 —
  19.28
 —
 6/19/2022     
     4,634
 —
  29.22
 —
 6/28/2020     
     5,716
 —
  34.44
 —
 6/26/2021     
     4,303
 —
  44.46
 —
 6/25/2022     
     3,893
 1,947
(7) 30.47
 —
 6/16/2023     
     2,384
 4,766
(8) 28.83
 —
 6/21/2024     
     —
 7,941
(9) 30.14
 —
 6/12/2025     
Liberty Global Class C 138,132
(16) 10,454
 —
  5.86
 —
 6/17/2019     
     20,908
 —
  5.85
 —
 6/17/2019     
     1,470
 —
  10.51
 —
 6/17/2020     
     2,937
 —
  10.57
 —
 6/17/2020     
     1,041
 —
  16.42
 —
 6/21/2021     
     2,166
 —
  15.85
 —
 6/21/2021     
     1,981
 —
  19.03
 —
 6/19/2022     
     4,098
 —
  18.49
 —
 6/19/2022     
     4,614
 —
  28.82
 —
 6/28/2020     
     9,985
 —
  26.77
 —
 6/28/2020     
     11,379
 —
  33.06
 —
 6/26/2021     
     8,548
 —
  41.41
 —
 6/25/2022     
     7,787
 3,893
(7) 29.64
 —
 6/16/2023     
     4,767
 9,533
(8) 27.85
 —
 6/21/2024     
     —
 15,882
(9) 29.07
 —
 6/12/2025     
     Time Vested Options/SARs/RSUs Performance Awards
Director Amount of Shares Beneficially Owned (#) Number of Shares Underlying Unexercised Options/SARs (#) Exercisable Number of Shares Underlying Unexercised Options/SARs (#) Unexercisable 
Base or Exercise Price
($)
 Number of Shares Underlying Unvested RSUs (#) Expiration Date Earned Performance Awards (#)(unvested) Unearned Performance Awards (#)
     525
 —
  17.10
 —
 6/19/2017     
     262
 —
  14.21
 —
 6/12/2018     
     262
 —
  6.42
 —
 6/17/2019     
     73
 —
  11.52
 —
 6/17/2020     
     52
 —
  18.03
 —
 6/21/2021     
     99
 —
  20.89
 —
 6/19/2022     
     153
 78
(10) 31.65
 —
 6/28/2020     
     95
 190
(11) 37.31
 —
 6/26/2021     
     —
 215
(12) 48.17
 —
 6/25/2022     
LiLAC Class B 2,571
  —
 —
  —
 —
       
LiLAC Class C 47,253
  522
 —
  9.99
 —
 6/22/2016     
     1,045
 —
  9.77
 —
 6/22/2016     
     522
 —
  17.88
 —
 6/19/2017     
     1,045
 —
  16.98
 —
 6/19/2017     
     261
 —
  14.86
 —
 6/12/2018     
     522
 —
  14.21
 —
 6/12/2018     
     261
 —
  6.72
 —
 6/17/2019     
     522
 —
  6.71
 —
 6/17/2019     
     73
 —
  12.06
 —
 6/17/2020     
     146
 —
  12.13
 —
 6/17/2020     
     52
 —
  18.84
 —
 6/21/2021     
     108
 —
  18.19
 —
 6/21/2021     
     99
 —
  21.84
 —
 6/19/2022     
     204
 —
  21.22
 —
 6/19/2022     
     153
 77
(10) 33.08
 —
 6/28/2020     
     332
 167
(10) 30.72
 —
 6/28/2020     
     189
 379
(11) 37.95
 —
 6/26/2021     
     —
 426
(12) 47.89
 —
 6/25/2022     
Richard R. Green                   
Liberty Global Class A 5,370
  10,499
 —
  5.84
 —
 12/16/2018     
     10,501
 —
  6.82
 —
 6/17/2019     
     2,952
 —
  12.23
 —
 6/17/2020     
     1,045
 —
  19.13
 —
 6/21/2021     
     1,989
 —
  22.17
 —
 6/19/2022     
     3,088
 1,546
(10) 33.60
 —
 6/28/2020     
     1,905
 3,811
(11) 39.60
 —
 6/26/2021     
     —
 4,303
(12) 51.13
 —
 6/25/2022     
Liberty Global Class C 11,601
  10,453
 —
  5.80
 —
 12/16/2018     
     20,908
 —
  5.52
 —
 12/16/2018     
     10,454
 —
  6.77
 —
 6/17/2019     
     20,908
 —
  6.76
 —
 6/17/2019     
     2,940
 —
  12.15
 —
 6/17/2020     
     5,873
 —
  12.22
 —
 6/17/2020     
     1,041
 —
  18.98
 —
 6/21/2021     
     2,166
 —
  18.33
 —
 6/21/2021     
     1,981
 —
  22.00
 —
 6/19/2022     
     4,098
 —
  21.38
 —
 6/19/2022     

     Time Vested Options/SARs/RSUs Performance Awards
Director Amount of Shares Beneficially Owned (#) Number of Shares Underlying Unexercised Options/SARs (#) Exercisable Number of Shares Underlying Unexercised Options/SARs (#) Unexercisable 
Base or Exercise Price
($)
 Number of Shares Underlying Unvested RSUs (#) Expiration Date Earned Performance Awards (#)(unvested) Unearned Performance Awards (#)
     3,075
 1,539
(10) 33.33
 —
 6/28/2020     
     6,657
 3,328
(10) 30.95
 —
 6/28/2020     
     3,793
 7,586
(11) 38.23
 —
 6/26/2021     
     —
 8,548
(12) 47.89
 —
 6/25/2022     
LiLAC Class A 253
  525
 —
  5.51
 —
 12/16/2018     
     524
 —
  6.42
 —
 6/17/2019     
     147
 —
  11.52
 —
 6/17/2020     
     52
 —
  18.03
 —
 6/21/2021     
     99
 —
  20.89
 —
 6/19/2022     
     153
 78
(10) 31.65
 —
 6/28/2020     
     95
 190
(11) 37.31
 —
 6/26/2021     
     —
 215
(12) 48.17
 —
 6/25/2022     
LiLAC Class C 557
  522
 —
  5.76
 —
 12/16/2018     
     1,045
 —
  5.48
 —
 12/16/2018     
     522
 —
  6.72
 —
 6/17/2019     
     1,045
 —
  6.71
 —
 6/17/2019     
     146
 —
  12.06
 —
 6/17/2020     
     293
 —
  12.13
 —
 6/17/2020     
     52
 —
  18.84
 —
 6/21/2021     
     108
 —
  18.19
 —
 6/21/2021     
     99
 —
  21.84
 —
 6/19/2022     
     204
 —
  21.22
 —
 6/19/2022     
     153
 77
(10) 33.08
 —
 6/28/2020     
     332
 167
(10) 30.72
 —
 6/28/2020     
     189
 379
(11) 37.95
 —
 6/26/2021     
     —
 426
(12) 47.89
 —
 6/25/2022     
John C. Malone                   
Liberty Global Class A 1,042,480
(13) —
 6,370
(14) 33.87
 —
 5/1/2023     
     —
 20,802
(15) 37.22
 —
 5/1/2021     
     —
 26,067
(16) 48.31
 —
 5/1/2022     
Liberty Global Class B 8,677,225
(9)(13) —
 —
  —
 —
       
Liberty Global Class C 11,735,461
(13) —
 6,340
(14) 33.59
 —
 5/1/2023     
     —
 13,652
(14) 31.37
 —
 5/1/2023     
     —
 41,393
(15) 35.63
 —
 5/1/2021     
     —
 52,560
(16) 46.86
 —
 5/1/2022     
LiLAC Class A 52,123
(13) —
 318
(14) 31.91
 —
 5/1/2023     
     —
 1,039
(15) 35.06
 —
 5/1/2021     
     —
 1,307
(16) 45.52
 —
 5/1/2022     
LiLAC Class B 433,861
(9)(13) —
 —
  —
 —
       
LiLAC Class C 636,472
(13) —
 317
(14) 33.35
 —
 5/1/2023     
     —
 682
(14) 31.14
 —
 5/1/2023     
     —
 2,069
(15) 35.37
 —
 5/1/2021     
     —
 2,667
(16) 46.52
 —
 5/1/2022     
David E. Rapley                   
Liberty Global Class A 2,785
  —
 —
  —
 579
(17)6/26/2016     
     3,500
 —
  6.82
 —
 6/17/2019     
     983
 —
  12.23
 —
 6/17/2020     
     1,045
 —
  19.13
 —
 6/21/2021     
     1,989
 —
  22.17
 —
 6/19/2022     

     Time Vested Options/SARs/RSUs Performance Awards
Director Amount of Shares Beneficially Owned (#) Number of Shares Underlying Unexercised Options/SARs (#) Exercisable Number of Shares Underlying Unexercised Options/SARs (#) Unexercisable 
Base or Exercise Price
($)
 Number of Shares Underlying Unvested RSUs (#) Expiration Date Earned Performance Awards (#)(unvested) Unearned Performance Awards (#)
     3,088
 1,546
(10) 33.60
 —
 6/28/2020     
     952
 1,906
(11) 39.60
 —
 6/26/2021     
     —
 2,152
(12) 51.13
 —
 6/25/2022     
Liberty Global Class C 16,622
  —
 —
  —
 1,158
(17)6/26/2016     
     3,484
 —
  6.77
 —
 6/17/2019     
     6,968
 —
  6.76
 —
 6/17/2019     
     979
 —
  12.15
 —
 6/17/2020     
     1,957
 —
  12.22
 —
 6/17/2020     
     1,041
 —
  18.98
 —
 6/21/2021     
     2,166
 —
  18.33
 —
 6/21/2021     
     1,981
 —
  22.00
 —
 6/19/2022     
     4,098
 —
  21.38
 —
 6/19/2022     
     3,075
 1,539
(10) 33.33
 —
 6/28/2020     
     6,657
 3,328
(10) 30.95
 —
 6/28/2020     
     1,896
 3,794
(11) 38.23
 —
 6/26/2021     
     —
 4,274
(12) 47.89
 —
 6/25/2022     
LiLAC Class A 138
  —
 —
  —
 28
(17)6/26/2016     
     174
 —
  6.42
 —
 6/17/2019     
     49
 —
  11.52
 —
 6/17/2020     
     52
 —
  18.03
 —
 6/21/2021     
     99
 —
  20.89
 —
 6/19/2022     
     153
 78
(10) 31.65
 —
 6/28/2020     
     47
 95
(11) 37.31
 —
 6/26/2021     
     —
 107
(12) 48.17
 —
 6/25/2022     
LiLAC Class C 982
  —
 —
  —
 57
(17)6/26/2016     
     174
 —
  6.72
 —
 6/17/2019     
     348
 —
  6.71
 —
 6/17/2019     
     48
 —
  12.06
 —
 6/17/2020     
     97
 —
  12.13
 —
 6/17/2020     
     52
 —
  18.84
 —
 6/21/2021     
     108
 —
  18.19
 —
 6/21/2021     
     99
 —
  21.84
 —
 6/19/2022     
     204
 —
  21.22
 —
 6/19/2022     
     153
 77
(10) 33.08
 —
 6/28/2020     
     332
 167
(10) 30.72
 —
 6/28/2020     
     94
 190
(11) 37.95
 —
 6/26/2021     
     —
 213
(12) 47.89
 —
 6/25/2022     
Larry E. Romrell                   
Liberty Global Class A 24,488
  492
 —
  12.23
 —
 6/17/2020     
     697
 —
  19.13
 —
 6/21/2021     
     1,989
 —
  22.17
 —
 6/19/2022     
     3,088
 1,546
(10) 33.60
 —
 6/28/2020     
     1,905
 3,811
(11) 39.60
 —
 6/26/2021     
     —
 4,303
(12) 51.13
 —
 6/25/2022     
Liberty Global Class C 59,295
  490
 —
  12.15
 —
 6/17/2020     
     978
 —
  12.22
 —
 6/17/2020     
     694
 —
  18.98
 —
 6/21/2021     

     Time Vested Options/SARs/RSUs Performance Awards
Director Amount of Shares Beneficially Owned (#) Number of Shares Underlying Unexercised Options/SARs (#) Exercisable Number of Shares Underlying Unexercised Options/SARs (#) Unexercisable 
Base or Exercise Price
($)
 Number of Shares Underlying Unvested RSUs (#) Expiration Date Earned Performance Awards (#)(unvested) Unearned Performance Awards (#)
     1,442
 —
  18.33
 —
 6/21/2021     
     1,981
 —
  22.00
 —
 6/19/2022     
     4,098
 —
  21.38
 —
 6/19/2022     
     3,075
 1,539
(10) 33.33
 —
 6/28/2020     
     6,657
 3,328
(10) 30.95
 —
 6/28/2020     
     3,793
 7,586
(11) 38.23
 —
 6/26/2021     
     —
 8,548
(12) 47.89
 —
 6/25/2022     
LiLAC Class A 1,223
  24
 —
  11.52
 —
 6/17/2020     
     34
 —
  18.03
 —
 6/21/2021     
     99
 —
  20.89
 —
 6/19/2022     
     153
 78
(10) 31.65
 —
 6/28/2020     
     95
 190
(11) 37.31
 —
 6/26/2021     
     —
 215
(12) 48.17
 —
 6/25/2022     
LiLAC Class C 3,067
  24
 —
  12.06
 —
 6/17/2020     
     48
 —
  12.13
 —
 6/17/2020     
     34
 —
  18.84
 —
 6/21/2021     
     72
 —
  18.19
 —
 6/21/2021     
     99
 —
  21.84
 —
 6/19/2022     
     204
 —
  21.22
 —
 6/19/2022     
     153
 77
(10) 33.08
 —
 6/28/2020     
     332
 167
(10) 30.72
 —
 6/28/2020     
     189
 379
(11) 37.95
 —
 6/26/2021     
     —
 426
(12) 47.89
 —
 6/25/2022     
JC Sparkman                   
Liberty Global Class A 11,262
  —
 —
  —
 579
(17)6/26/2016     
     10,500
 —
  18.15
 —
 6/19/2017     
     10,502
 —
  15.09
 —
 6/12/2018     
     5,250
 —
  6.82
 —
 6/17/2019     
     1,476
 —
  12.23
 —
 6/17/2020     
     1,045
 —
  19.13
 —
 6/21/2021     
     1,989
 —
  22.17
 —
 6/19/2022     
     3,088
 1,546
(10) 33.60
 —
 6/28/2020     
     952
 1,906
(11) 39.60
 —
 6/26/2021     
     —
 2,152
(12) 51.13
 —
 6/25/2022     
Liberty Global Class C 23,425
  —
 —
  —
10,456
1,158
(17)6/26/2016     
     10,456
 —
  18.02
   6/19/2017     
     20,905
 —
  17.10
20,905
—
 6/19/2017     
     10,453
 —
  14.97
5,226
—
 6/12/2018     
     20,905
 —
  14.31
10,452
—
 6/12/2018     
     5,227
 —
  6.77
5,227
—
 6/17/2019     
     10,454
 —
  6.76
10,454
—
 6/17/2019     
     1,470
 —
  12.15
1,470
—
 6/17/2020     
     2,937
 —
  12.22
2,937
—
 6/17/2020     
     1,041
 —
  18.98
1,041
—
 6/21/2021     
     2,166
 —
  18.33
2,166
—
 6/21/2021     
     1,981
 —
  22.00
1,981
—
 6/19/2022     
     4,098
 —
  21.38
4,098
—
 6/19/2022     

     Time Vested Options/SARs/RSUs Performance Awards
Director Amount of Shares Beneficially Owned (#) Number of Shares Underlying Unexercised Options/SARs (#) Exercisable Number of Shares Underlying Unexercised Options/SARs (#) Unexercisable 
Base or Exercise Price
($)
 Number of Shares Underlying Unvested RSUs (#) Expiration Date Earned Performance Awards (#)(unvested) Unearned Performance Awards (#)
     3,075
 1,539
(10) 33.33
3,075
—
 6/28/2020     
     6,657
 3,328
(10) 30.95
6,657
—
 6/28/2020     
     1,896
 3,794
(11) 38.23
3,793
—
 6/26/2021     
     —
 4,274
(12) 47.89
 —
 6/25/2022     
LiLAC Class A 562
  —
 —
  —
 28
(17)6/26/2016     
     525
 —
  17.10
 —
 6/19/2017     
     524
 —
  14.21
 —
 6/12/2018     
     262
 —
  6.42
 —
 6/17/2019     
     73
 —
  11.52
 —
 6/17/2020     
     52
 —
  18.03
 —
 6/21/2021     
     99
 —
  20.89
 —
 6/19/2022     
     153
 78
(10) 31.65
 —
 6/28/2020     
     47
 95
(11) 37.31
 —
 6/26/2021     
     —
 107
(12) 48.17
 —
 6/25/2022     
LiLAC Class C 1,199
  —
 —
  —
 57
(17)6/26/2016     
     522
 —
  17.88
 —
 6/19/2017     
     1,045
 —
  16.98
 —
 6/19/2017     
     522
 —
  14.86
 —
 6/12/2018     
     1,045
 —
  14.21
 —
 6/12/2018     
     261
 —
  6.72
 —
 6/17/2019     
     522
 —
  6.71
 —
 6/17/2019     
     73
 —
  12.06
 —
 6/17/2020     
     146
 —
  12.13
 —
 6/17/2020     
     52
 —
  18.84
 —
 6/21/2021     
     108
 —
  18.19
 —
 6/21/2021     
     99
 —
  21.84
 —
 6/19/2022     
     204
 —
  21.22
 —
 6/19/2022     
     153
 77
(10) 33.08
 —
 6/28/2020     
     332
 167
(10) 30.72
 —
 6/28/2020     
     94
 190
(11) 37.95
 —
 6/26/2021     
     —
 213
(12) 47.89
 —
 6/25/2022     
J. David Wargo                   
Liberty Global Class A 14,275
  10,501
 —
  10.15
 —
 6/22/2016     
     10,500
 —
  18.15
 —
 6/19/2017     
     10,502
 —
  15.09
 —
 6/12/2018     
     10,501
 —
  6.82
 —
 6/17/2019     
     1,476
 —
  12.23
 —
 6/17/2020     
     1,045
 —
  19.13
 —
 6/21/2021     
     1,989
 —
  22.17
 —
 6/19/2022     
     3,088
 1,546
(10) 33.60
 —
 6/28/2020     
     1,905
 3,811
(11) 39.60
 —
 6/26/2021     
     —
 4,303
(12) 51.13
 —
 6/25/2022     
Liberty Global Class C 43,016
(18) 10,454
 —
  10.07
 —
 6/22/2016     
     20,908
 —
  9.84
 —
 6/22/2016     
     10,456
 —
  18.02
 —
 6/19/2017     
     20,905
 —
  17.10
 —
 6/19/2017     
     10,453
 —
  14.97
 —
 6/12/2018     

     Time Vested Options/SARs/RSUs Performance Awards
Director Amount of Shares Beneficially Owned (#) Number of Shares Underlying Unexercised Options/SARs (#) Exercisable Number of Shares Underlying Unexercised Options/SARs (#) Unexercisable 
Base or Exercise Price
($)
 Number of Shares Underlying Unvested RSUs (#) Expiration Date Earned Performance Awards (#)(unvested) Unearned Performance Awards (#)
     20,905
 —
  14.31
 —
 6/12/2018     
     10,454
 —
  6.77
 —
 6/17/2019     
     20,908
 —
  6.76
 —
 6/17/2019     
     1,470
 —
  12.15
 —
 6/17/2020     
     2,937
 —
  12.22
 —
 6/17/2020     
     1,041
 —
  18.98
 —
 6/21/2021     
     2,166
 —
  18.33
 —
 6/21/2021     
     1,981
 —
  22.00
 —
 6/19/2022     
     4,098
 —
  21.38
 —
 6/19/2022     
     3,075
 1,539
(10) 33.33
 —
 6/28/2020     
     6,657
 3,328
(10) 30.95
 —
 6/28/2020     
     3,793
 7,586
(11) 38.23
 —
 6/26/2021     
     —
 8,548
(12) 47.89
 —
 6/25/2022     
LiLAC Class A 709
  525
 —
  9.56
 —
 6/22/2016     
     525
 —
  17.10
 —
 6/19/2017     
     524
 —
  14.21
 —
 6/12/2018     
     524
 —
  6.42
 —
 6/17/2019     
     73
 —
  11.52
 —
 6/17/2020     
     52
 —
  18.03
 —
 6/21/2021     
     99
 —
  20.89
 —
 6/19/2022     
     153
 78
(10) 31.65
 —
 6/28/2020     
     95
 190
(11) 37.31
 —
 6/26/2021     
     —
 215
(12) 48.17
 —
 6/25/2022     
LiLAC Class C 2,144
(18) 522
 —
  9.99
 —
 6/22/2016     
     1,045
 —
  9.77
 —
 6/22/2016     
     522
 —
  17.88
 —
 6/19/2017     
     1,045
 —
  16.98
 —
 6/19/2017     
     522
 —
  14.86
 —
 6/12/2018     
     1,045
 —
  14.21
 —
 6/12/2018     
     522
 —
  6.72
 —
 6/17/2019     
     1,045
 —
  6.71
 —
 6/17/2019     
     73
 —
  12.06
 —
 6/17/2020     
     146
 —
  12.13
 —
 6/17/2020     
     52
 —
  18.84
 —
 6/21/2021     
     108
 —
  18.19
 —
 6/21/2021     
     99
 —
  21.84
 —
 6/19/2022     
     204
 —
  21.22
 —
 6/19/2022     
     153
 77
(10) 33.08
 —
 6/28/2020     
     332
 167
(10) 30.72
 —
 6/28/2020     
     189
 379
(11) 37.95
 —
 6/26/2021     
     —
 426
(12) 47.89
 —
 6/25/2022     
_______________
(1)Includes 1,977 Liberty Global Class A shares 13,063and 13,061 Liberty Global Class C shares, 98 LiLAC Class A shares and 653 LiLAC Class C shares held in the 401(k) Plan for the benefit of Mr. Fries.
(2)Represents the target number of Liberty Global Class A shares and Liberty Global Class C shares LiLAC Class A shares and LiLAC Class C shares underlying 20152018 PSUs that may be earned by the executive director. If earned, the 20152018 PSUs will vest in two equal installments on April 1, 20172020 and October 1, 2017, respectively.

(3)Represents the target number of Liberty Global Class A shares, Liberty Global Class C shares, LiLAC Class A shares and LiLAC Class C shares underlying 2016 PSUs that may be earned by the executive director. If earned, the 2016 PSUs will vest in two equal installments on April 1, 2019 and October 1, 2019,2020, respectively.
(4)(3)Vests in one remaining quarterly installment on May 1, 2016.2019.
(5)
Vests in full on June 24, 2016. Terms of the PSARs are:
Grant Date Class of Shares Number of Shares (#) Base Price ($) Expiration Date
         
6/24/2013 Liberty Global Class A 971,587
 31.87 6/24/2020
6/24/2013 Liberty Global Class C 967,468
 31.61 6/24/2020
6/24/2013 Liberty Global Class C 1,933,985
 29.88 6/24/2020
6/24/2013 LiLAC Class A 48,562
 30.02 6/24/2020
6/24/2013 LiLAC Class C 48,343
 31.37 6/24/2020
6/24/2013 LiLAC Class C 96,687
 29.66 6/24/2020
(6)(4)Vests in five equal remaining quarterly installments from May 1, 20162019 to May 1, 2017.2020.
(7)(5)Vests in nine equal remaining quarterly installments from May 1, 20162019 to May 1, 2018.2021.
(8)(6)Vests in 13 equal remaining quarterly installments from May 1, 20162019 to May 1, 2022.
(7)Vests in one remaining annual installment on June 11, 2019.
(8)Vests in two equal remaining annual installments on June 11, 2019 and the date of our annual general meeting in 2020.
(9)Vests as to one-third of the option shares each on the date of the first, second and third annual general meetings of shareholders following the date of grant.
(10)Includes 32 Liberty Global Class A shares held by Mr. Cole’s minor daughter.
(11)Includes 124,808 Liberty Global Class A shares and 756,405 Liberty Global Class C shares held by Mr. Malone’s spouse, as to which shares Mr. Malone has disclaimed beneficial ownership. Also includes 8,677,225 Liberty Global Class B shares and 6,757,225 Liberty Global Class C shares held by the Malone Trust and includes 2,140,050 Liberty Global Class A shares and 4,736,253 Liberty Global Class C shares held by Columbus Holding LLC, in which Mr. Malone has a controlling interest.
(12)Vests in one remaining annual installment on May 1, 2019.
(9)(13)
Vests in two equal remaining annual installments on May 1, 2019 and 2020.
(14)Vests in three equal remaining annual installments on May 1, 2019, 2020 and 2021.
(15)Based on the Schedule 13D/A (Amendment No. 7) of Mr. Malone, filed with the SEC on February 18, 2014, pursuant to a letter agreement dated as of February 13, 2014, among Michael T. Fries, our CEO and our executive director, Mr. Malone and the Malone Trust have agreed that, for so long as Mr. Fries is employed as a principal executive officer by us or serving on our board of directors, (a) in the event the Malone Trust or any permitted transferee (as defined in the letter agreement) is not voting the Liberty Global Class B shares and LiLAC Class B shares owned by the Malone Trust,, Mr. Fries will have the right to vote such Liberty Global Class B shares and LiLAC Class B shares and (b) in the event the Malone Trust or any permitted transferee determines to sell such Liberty Global Class B shares, and LiLAC Class B shares, Mr. Fries (individually or through an entity he controls) will have an exclusive right to negotiate to purchase such shares, and if the parties fail to come to an agreement and the Malone Trust or any permitted transferee subsequently intends to enter into a sale transaction with a third party, Mr. Fries (or an entity controlled by him) will have a right to match the offer made by such third party.
(10)Vests in one remaining annual installment on June 16, 2016.
(11)Vests in two equal remaining annual installments on June 16, 2016 and the date of our annual general meeting in 2017.
(12)Vests as to one-third of the option shares each on the date of the first, second and third annual general meetings of shareholders following the date of grant.
(13)
Includes 90,303 Liberty Global Class A shares, 680,041 Liberty Global Class C shares, 4,515 LiLAC Class A shares and 34,002 LiLAC Class C shares held by Mr. Malone’s spouse, as to which shares Mr. Malone has disclaimed beneficial ownership. Also includes 8,677,225 Liberty Global Class B shares, 7,117,225 Liberty Global Class C shares, 433,861 LiLAC Class B shares and 375,861 LiLAC Class C shares held by the Malone Trust.

Mr. Fries (individually or through an entity he controls) will have an exclusive right to negotiate to purchase such shares, and if the parties fail to come to an agreement and the Malone Trust or any permitted transferee subsequently intends to enter into a sale transaction with a third party, Mr. Fries (or an entity controlled by him) will have a right to match the offer made by such third party.
(14)Vests in one remaining annual installment on May 1, 2016.
(15)Vests in two equal remaining annual installments on May 1, 2016 and 2017.
(16)Vests in three equal remaining annual installments on May 1, 2016, 2017 and 2018.
(17)Vests in full on June 16, 2016.
(18)Includes 32 Liberty Global Class C shares and one LiLAC Class C share held by Mr. Wargo’s spouse, as to which Mr. Wargo has disclaimed beneficial ownership.

Option Exercises and Stock Vested (Audited)(Audited )
The table below sets forth certain information concerning each exercise of options or SARs by, and each vesting of restricted shares or RSUs of, our directors during the year ended December 31, 2015. The table below does not include directors who elected to defer receipt of our shares upon vesting of RSUs pursuant to the Director Deferred Compensation Plan.2018.
 Option/SARs Awards Stock Awards Option/SARs Awards Stock Awards
Director Grant Date Number of
Shares Acquired
on Exercise (#)		 Value Realized
on Exercise ($)(1)		 Expiration Date Vest Date Number of
Shares Acquired
on Vesting (#)		 Value Realized
on Vesting ($)(1)		 Grant Date Number of
Shares Acquired
on Exercise (#)		 Value Realized
on Exercise ($)(1)		 Expiration Date Vest Date Number of
Shares Acquired
on Vesting (#)		 Value Realized
on Vesting ($)(1)
             
Michael T. Fries             
Liberty Global Class A —
 —
 3/15/2015 333,333
(2) 17,329,983
 5/1/2011 48,168
(2) 548,634
 5/1/2018 
 
Liberty Global Class A —
 —
 3/31/2015 16,629
(2) 855,895
Liberty Global Class A —
 —
 9/30/2015 16,629
(2) 714,049
Liberty Global Class B —
 —
 3/15/2015 333,333
 18,126,649
Liberty Global Class C —
 —
 3/31/2015 49,887
(2) 2,484,871
Liberty Global Class C —
 —
 9/30/2015 49,887
(2) 2,046,365
LiLAC Class A —
 —
 9/30/2015 831
(2) 27,996
LiLAC Class C —
 —
 9/30/2015 2,493
(2) 85,360
Andrew Cole        
Liberty Global Class A 6/12/2012 16,492
 663,143
 6/3/2015    
Liberty Global Class C 6/12/2012 41,108
 1,556,502
 6/3/2015    
John P. Cole, Jr.        
Liberty Global Class A 6/15/2005 10,000
 425,750
 6/15/2015    
Liberty Global Class C 6/15/2005 30,000
 1,232,109
 6/15/2015     5/1/2011 143,878
(2) 1,609,513
 5/1/2018 
 
John W. Dick             
Liberty Global Class A 6/15/2005 10,000
 404,651
 6/15/2015     6/12/2008 10,502
 161,946
 6/12/2018 
Liberty Global Class A 6/22/2006 10,000
 442,903
 6/22/2016    
Liberty Global Class C 6/12/2008 31,358
 471,182
 6/12/2018 
Paul A. Gould             
Liberty Global Class A 6/15/2005 10,000
 443,700
 6/15/2015    
Liberty Global Class C 6/15/2005 30,000
 1,242,100
 6/15/2015    
John C. Malone        
Liberty Global Class A 12/16/2010 27,323
 959,857
 12/16/2020    
Liberty Global Class A 5/1/2011 22,141
 658,473
 5/1/2021    
Liberty Global Class A 5/1/2012 24,104
 674,671
 5/1/2022    
Liberty Global Class A 5/1/2013 12,129
 192,609
 5/1/2023    
Liberty Global Class A 5/1/2014 9,900
 120,780
 5/1/2021    
Liberty Global Class C 12/16/2010 84,961
 2,839,658
 12/16/2020    
Liberty Global Class C 5/1/2011 68,529
 1,929,744
 5/1/2021    
Liberty Global Class C 5/1/2012 74,102
 1,949,589
 5/1/2022    
Liberty Global Class C 5/1/2013 38,241
 591,821
 5/1/2023    
Liberty Global Class C 5/1/2014 19,800
 229,086
 5/1/2021    
David E. Rapley        
Liberty Global Class A —
 —
 6/25/2015 736
 41,371
 6/12/2008 5,251
 83,250
 6/12/2018 
Liberty Global Class C —
 —
 6/25/2015 1,472
 77,898
 6/12/2008 15,678
 242,144
 6/12/2018 
JC Sparkman             
Liberty Global Class A —
 —
 6/25/2015 736
 41,371
 6/12/2008 10,502
 171,572
 6/12/2018 
Liberty Global Class C —
 —
 6/25/2015 1,472
 77,898
 6/12/2008 31,358
 505,268
 6/12/2018 
J. David Wargo             
Liberty Global Class A 6/15/2005 10,000
 457,800
 6/15/2015     6/12/2008 10,502
 179,479
 6/12/2018 
Liberty Global Class C 6/15/2005 30,000
 1,277,500
 6/15/2015     6/12/2008 31,358
 532,459
 6/12/2018 
_______________
(1)Value reflects the aggregate amount realized upon the exercise or vesting of awards for Liberty Global Class A shares Liberty Global Class B,or Liberty Global Class C LiLAC Class A and LiLAC Class C shares in 2015.2018.
(2)IncludesConsists of Liberty Global Class A shares withheld by usand Liberty Global Class C shares subject to paySARs, which were exercised automatically upon expiration of their term. The actual number of shares issued to Mr. Fries upon exercise of these SARs, after taking into account the minimumspread between the base price and the closing market price and giving effect to the withholding tax due upon vesting of RSUs in 2015.shares for taxes was 10,285 Liberty Global Class A shares and 31,155 Liberty Global Class C shares.

Percentage Change in Compensation of Executive Director Compared with Employees
The following table shows the percentage change in salary, taxable benefits and annual cash performance bonus awards for our executive director and, as stated in the note to the table, our corporate employees located in our Denver corporate offices for the last two fiscal years.
 Executive Director Employees (1) Executive Director Employees (1)
  
Salary 13% 4% —% (1)%
Taxable benefits (53)% 4% 15% 15%
Annual cash performance awards (11)% (13)%
Annual performance bonus awards 88% 46%
_______________
(1)Due to the complexity of our global operations with operations in multiple countries with different currencies, cost of living and work culture, we selected as the comparator group for the above table our corporate employees based in our Denver office.office, including employees who transitioned to Liberty Latin America in connection with the split-off of Liberty Latin America into a separate public company at the close of business on December 29, 2017. This group of employees is considered appropriate because our executive director is based in Denver, his compensation is based on U.S. customs and standards and most of the employees in our Denver corporate offices participate in an annual cash performance bonus award program and benefit programs similar to those available to our executive director. To determine the percentage changes for the salary and taxable benefits for our corporate employees, we calculated the average amount of salary and taxable benefits per average employee by dividing the total salary and total taxable benefits by the average number of corporate employees for each fiscal year (without adjustment for leavers and joiners). To determine the percentage change for the annual cash performance bonus award, we calculated the average cash award earned per corporate employee by dividing the total cash performance bonus awards earned by the number of employees that earned such awards for each fiscal year.
Relative Importance of Spend on Pay
The following table shows our consolidated expenditures for the last two fiscal years on total compensation costs (as calculated under GAAP) for all employees and our share repurchase programs.
2015 2014 Percentage Change2018 2017 Percentage Change
in millions in millions 
        
Compensation costs (1)$2,974.2
 $2,960.3
 0.5%$2,143.4
 $2,819.8
 (24.0)%
Share repurchase programs (2)$2,344.5
 $1,596.9
 47.0%$2,010.0
 $2,894.7
 (30.6)%
_______________
(1)Includes costs for wages and salaries, share-based compensation, pension and social security and benefits. The amount for 2014 does not include $6.6 million2018 excludes employees who are with the operations expected to be sold by our company in 2019. If similar exclusions were made for 2017, plus excluding Liberty Latin America employees as referenced in the next sentence, the pro forma amount would have been $1,863.4 million. The amount for 2017 includes employees who transitioned to Liberty Latin America in connection with the split-off of compensation costs related to discontinued operations.that entity into a separate public company at the close of business on December 29, 2017.
(2)Includes direct acquisition costs and the effects of derivative instruments, where applicable.

Past Performance
Total Shareholder Return Graphs
The following graph compares the changes in the cumulative total shareholder return on our Liberty Global Class A shares, Liberty Global Class B shares and Liberty Global Class C shares from January 1, 2009 to December 31, 2015,2018, to the change in the cumulative total return on the ICB 6500 Telecommunications and the Nasdaq US Benchmark TR Index (assuming reinvestment of dividends, if applicable). The performance presented below includes (a) the share prices of LGI’s Series A, Series B and Series C common stock prior to the formation of Liberty Global in connection with the June 7, 2013 acquisition of Virgin Media.  In addition, share pricesMedia and (b) the retrospective impact of the July 1, 2015 distribution of our LiLAC ordinary shares.  The performance presented below for the periods prior to March 3, 2014 haveJuly 1, 2016, has not been retrospectively revised to give effect to the issuance on that datedistribution of oneLiLAC ordinary shares to holders of Liberty Global Class C ordinary share for each outstanding Liberty Global Class A, Class B and Class C ordinary share that was outstanding on the February 14, 2014 record date.shares. The graph assumes that $100 was invested on January 1, 2009.

chart-bbbf35551a1559a389b.jpg
  December 31,
  200920102011 2012 2013 2014 2015
             
Liberty Global Class A shares $137.44
$222.10
$257.61
 $395.29
 $558.82
 $606.40
 $511.59
Liberty Global Class B shares $138.69
$219.34
$259.73
 $396.91
 $557.79
 $617.15
 $494.53
Liberty Global Class C shares $144.00
$223.25
$260.34
 $387.01
 $555.45
 $624.97
 $527.43
ICB 6500 Telecommunications $110.92
$132.29
$141.18
 $168.43
 $191.00
 $196.22
 $203.27
Nasdaq US Benchmark TR Index $129.26
$151.94
$152.42
 $177.46
 $236.88
 $266.39
 $267.68

 December 31,   
 2009201020112012201320142015201620172018
           
Liberty Global Class A shares$137.64
$222.39
$257.93
$395.69
$559.41
$617.59
$521.03
$376.26
$440.84
$262.48
Liberty Global Class B shares (a)$138.79
$226.35
$259.85
$397.04
$558.00
$624.75
$500.62
$387.32
$437.81
$258.62
Liberty Global Class C shares$144.01
$223.32
$260.34
$387.09
$565.74
$636.50
$537.15
$391.30
$445.85
$271.94
ICB 6500 Telecommunications$110.92
$132.29
$141.18
$168.43
$191.00
$196.22
$203.27
$251.59
$251.35
$234.20
Nasdaq US Benchmark TR Index$129.26
$151.94
$152.42
$177.46
$236.88
$266.39
$267.68
$302.50
$367.17
$347.19
The following graph compares the changes in the cumulative total shareholder return on our LiLAC Class A shares, LiLAC Class B shares and LiLAC Class C shares from July 2, 2015 (the day following the creation of the LiLAC Group tracking shares) to December 31, 2015, to the change in the cumulative total return on the ICB 6500 Telecommunications and the Nasdaq US Benchmark TR Index (assuming reinvestment of dividends, applicable). The graph assumes that $100 was invested on July 2, 2015.
 July 31, 2015 August 31, 2015 September 30, 2015 October 31, 2015 November 30, 2015 December 31, 2015
            
LiLAC Class A shares$86.19
 $69.28
 $67.91
 $77.85
 $75.69
 $83.39
LiLAC Class B shares (a)$88.22
 $75.82
 $69.67
 $81.93
 $81.93
 $81.93
LiLAC Class C shares$88.46
 $69.13
 $71.19
 $80.37
 $81.54
 $89.40
ICB 6500 Telecommunications$99.23
 $96.39
 $92.58
 $99.27
 $97.50
 $99.06
Nasdaq US Benchmark TR Index$101.11
 $95.00
 $92.22
 $99.56
 $100.13
 $98.05
_____________________________  
(a)Trading data is limited for Liberty Global Class B LiLAC Shares,shares, as suchthese shares are thinly traded.

SevenTen Year CEO Total Compensation
 2015 2014 2013 2012 2011 201020092018201720162015201420132012201120102009
             
Single Total Compensation Figure $29,662,545
 $131,664,116
 $17,980,903
 $14,544,935
 $12,939,782
 $4,348,078
$3,130,675
$24,886,072$8,963,767$24,038,545$29,662,545$131,664,116$17,980,903$14,544,935$12,939,782$4,348,078$3,130,675
Annual Performance Awards (as percentage of maximum) 82.3% 98.1% 79.2% 90.6% 100.0% 85.3%100.0%
Annual Performance Bonus Awards (as percentage of maximum)101.6%57.0%61.7%82.3%98.1%79.2%90.6%100.0%85.3%100.0%
Vesting of Long-Term Performance Awards (as percentage of maximum) 69.1% 100.8% 66.3% 93.5% 87.5% —%—%27.4%—%66.3%69.1%100.8%66.3%93.5%87.5%—%—%
Director Compensation for the Year Ending December 31, 20162019
For 2016,2019, the nominating and corporate governance committee with respect to our non-executive directors and the compensation committee with respect to our executive director intend to apply our approved directors’ compensation policy aswith the modifications described below.

below, which were adopted pursuant to the terms of the director’s compensation policy.
Executive Director
Employment Agreement. On April 30, 2019, Liberty Global and Mr. Fries agreed on terms to renew the Original Fries Agreement for an additional five-year term. The Fries Agreement provides for renewal on substantially the same terms as the Original Fries Agreement, including adjustments to salary, bonus and annual equity incentives mentioned below. The aggregate value of these three annual components together are similar to the Original Fries Agreement beginning in 2020. The sign-on commitment grants in cash and equity were the same as the Original Fries Agreement in amount of the cash and number of shares. For additional information, see Executive Officers and Director Compensation—Employment and Other Agreements in the proxy statement.
Salary. For 2016,2019, the compensation committee acceptedinitially increased our CEO’s recommendation that he not receive an increase inexecutive director’s base salary due to management’s decision$2,143,000. Subsequently, in connection with the Fries Agreement, his salary was adjusted to concentrate and focus annual salary increases at the lower levels$2.5 million as of the company in 2016.April 30, 2019. For additional information, see the CD&A under Elements of Compensation Packages—Base Salary on or about page 40 ofin the proxy statement.
Benefits. Our executive director is eligible for participation in our aircraft policy, directors’ and officers’ insurance, indemnification (as provided in our articles of association and a deed of indemnity between Liberty Global and the executive director), gifts and for memberships in certain professional organizations. Our executive director is eligible for participation in other benefit plans and policies offered to salaried employees in the U.S., including life insurance, health insurance, executive health plan and gym facilities. We offer our Deferred Compensation Plan that permits our executive director to defer payment of his salary and annual bonus. In addition, we will pay for expenses related to business travel in accordance with our business expense policy.
Annual Cash Performance Bonus Award. In March 2016,February 2019, the compensation committee approved the individual performance goals and set the maximum achievable cashannual performance bonus award for the executive director. For 2016,2019, the target achievable performance bonus award for our executive director was increased from $8.5 million to $9.0$15.0 million pursuant to the terms of the Fries Agreement and in accordance with the directors’ compensation policy. The maximum achievable cash performance bonus award for the executive director is 150%140% of the target award if over-performance against certain financial and operational performance metrics areis achieved. In addition, the maximum cash performance bonus award could increase to up to 225%210% based on our executive director’s individual performance against personal performance objectives approved by the compensation committee. Under the shareholding incentive program, the executive director may elect to receive up to 100% of his earned 2019 annual bonus in ordinary shares of Liberty Global in lieu of cash. The terms and financial metrics for this annual cash performance bonus award are summarized in the CD&A under Elements of Compensation Packages—Annual Cash Performance Bonus Awards on or about page 40 ofin the proxy statement.

Equity Incentive Awards. In February 2016, theThe compensation committee approved a grant of 2016granted PSUs to our executive director. In considering the 2016 PSUs, the compensation committee combined the PSU grants for each of 2016 and 2017 into a single awarddirector on April 1, 2019, with a single performance target and extended thea performance period to threeof two years ending December 31, 2018. No grant of PSUs will be made in 2017.2020. As the performance measure, the compensation committee selected growth in consolidated OCF, as adjusted at the compensation committee’s discretion for events that may affect comparability, such as changes in foreign currency exchange rates and accounting principles or policies for the three-yeartwo-year performance period. Our executive director will also receivereceived a grant of SARs which is expected to beon April 1, 2019, when the compensation committee made on or about May 1, 2016, when similar awards are made to officers and certain employees of our company. The aggregate target equity value for the 20162019 PSUs and SARs is $25.0 million. Beginning in 2020, the grant oftarget equity value for PSUs and SARs in 2016 and 2017 is $37.5 million.granted that year will be $17.5 million pursuant to the Fries Agreement.
The target OCF CAGR is subject to upward or downward adjustment for certain events in accordance with the terms of the grant agreement. The base performance objective set by the compensation committee is 50% of the target OCF CAGR. The base performance objective must be satisfied in order for the executive director to be eligible to earn any of his 2016 PSU awards. The terms and financial metrics for the 20162019 PSUs are summarized in the CD&A. The target will be disclosed in our proxy statement for our annual general meeting following the end of the two-year performance period with full details to the extent the target was met. For the 2019 PSUs, the disclosure will be in the proxy statement for our annual general meeting in 2020. The design of the 20162019 PSU awards, as modified, is based on the terms of the long-term incentive awards as set forth in the CD&A under Elements of Compensation Packages—Equity Incentive Awards in the proxy statement.
The compensation committee also granted 2019 Challenge Performance Awards to our executive director in March 2019. The 2019 Challenge Performance Award consists of a combination of PSARs and PRSUs and will vest on or about page 45the third anniversary of the grant date if the performance condition is met. As the performance measure, the compensation committee selected individual performance that must be maintained throughout the performance period. The design of the 2019 Challenge Performance Award is summarized in the CD&A under Elements of Compensation Packages—Equity Incentive Awards in the proxy statement.
Other than as stated above, no other changes are anticipated in 20162019 with respect to the compensation of our executive director.
Non-executive Directors
ExceptFollowing a meeting of our independent directors and as stated below,approved by the board, the annual fees to be paid to our non-executive directors in 2016 will remain2019 increased to $125,000. However, the Board removed the per meeting fees under our directors’ compensation policy. In addition the annual fee for the chair of the audit committee increased to $40,000 per year. With respect to the chairman of the board, the independent directors approved an increase to his expense allowance from $500,000 per year to $750,000 per year and increased the value of his annual equity grant to $2,000,000. All other compensation was maintained as stated in our directors’directors compensation policy, which is summarized in the proxy statement under Executive Officers and Directors Compensation—Directors Compensation. Similarly, the non-executive directors will receive an equity award grant on the date of the AGM as stated in the Executive Officers and Directors Compensation—Directors Compensation of the proxy statement, except in the case of our chairman, who will receive his grant of options at the time the executive director receives his SAR award grant. As described in the proxy statement, for non-executive directors who elect to receive up to 85% of their fees in ordinary shares of Liberty Global, such non-executive directors will receive a combination of Liberty Global Class A, Liberty Global Class C, LiLAC Class A and LiLAC Class C shares for their fees. Also, beginning withThe equity awards in 2016 to non-executive directors, they receive will receive such equity awardsbe based on a combination of the company’sour Liberty Global Class A and Liberty Global Class C LiLAC Class A and LiLAC Class C shares. In addition, with respect to our chairman, the independent non-executive directors agreed to increase his reimbursement allowance to $500,000 per year beginning in 2016.
Our non-executive directors are eligible for participation in our aircraft policy, directors’ and officers’ insurance, indemnification (as provided in our articles of association and deeds of indemnity between Liberty Global and each non-executive director), gifts and for memberships in certain professional organizations. We will also make available to our non-executive directors, when requested, health insurance under our health insurance policies. In accordance with our directors’ compensation policy, we will reimburse our chairman of the board from his reimbursement allowance for professional fees and other expenses incurred by him related to his ownership of our shares and in connection with his services as our

chairman. For our non-executive directors, we offer our Directors Deferred Compensation Plan that permits our non-executive directors to defer paymentup to 85% of their fees (whether paid in shares or cash) and vesting of any RSUs. In addition, we will pay for expenses related to business travel, including guests when invited, in accordance with our business expense policy.

Other than as stated above, no further changes are anticipated in 20162019 with respect to the compensation of our non-executive directors.
Signed on behalf of the board of directors:

bryanhallsignature.jpg
Bryan H. Hall
Executive Vice President, General Counsel and Secretary
April 25, 201630, 2019
Company registered number:8379990


APPENDIX B
LIBERTY GLOBAL 2014 INCENTIVE PLAN

(Amended and Restated effective June 11, 2019)

ARTICLE I

PURPOSE OF PLAN
1.1    Purpose. The purpose of the Plan is to promote the success of the Company by providing a method whereby eligible employees of the Company and its Subsidiaries may be awarded additional remuneration for services rendered and encouraged to acquire shares of the Company, thereby increasing their proprietary interest in the Company’s businesses, encouraging them to remain in the employ of the Company or its Subsidiaries, and increasing their personal interest in the continued success and progress of the Company and its Subsidiaries. The Plan is also intended to aid in attracting Persons of exceptional ability to become officers and employees of the Company and its Subsidiaries. All Awards made under the Plan may be settled in Shares only.
1.2    Effective Date. The Plan was originally effective March 1, 2014 (the “Effective Date”), was amended and restated effective as of February 24, 2015 with respect to Awards made after that date and is herein amended and restated effective as of June 11, 2019 with respect to Awards made after that date.
ARTICLE II

DEFINITIONS
2.1    Certain Defined Terms. Capitalized terms not defined elsewhere in the Plan shall have the following meanings (whether used in the singular or plural):
“Act” means the U.K. Companies Act 2006, as amended from time to time, and the rules and regulations thereunder.

“Affiliate” of the Company means any corporation, partnership or other business association that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the Company. For purposes of the preceding sentence, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any entity or organization, shall mean the possession, directly or indirectly, of the power (i) to vote more than 50% of the securities having ordinary voting power for the election of directors of the controlled entity or organization, or (ii) to direct or cause the direction of the management and policies of the controlled entity or organization, whether through the ownership of voting securities or by contract or otherwise.

“Agreement” means a share option agreement, share appreciation rights agreement, restricted shares agreement, restricted share units agreement or an agreement evidencing more than one type of Award, specified in Section 11.5, as any such Agreement may be supplemented or amended from time to time.

“Approved Transaction” means any transaction in which the Board (or, if approval of the Board is not required as a matter of law, the Shareholders) shall approve (i) any consolidation or merger of the Company, or binding share exchange, pursuant to which Shares of the Company would be changed or converted into or exchanged for cash, securities, or other property (including pursuant to a Scheme of Arrangement), other than any such transaction in which the Shareholders immediately prior to such transaction have the same proportionate ownership of the shares of, and voting power with respect to, the surviving corporation immediately after such transaction, (ii) any merger, consolidation or binding share exchange to which the Company is a party as a result of which the Persons who are Shareholders immediately prior thereto have less than a majority of the combined voting power of the outstanding capital shares of the Company ordinarily (and apart from the rights accruing under special circumstances) having the right to vote in the election of directors immediately following such merger, consolidation or binding share exchange (including pursuant to a Scheme of Arrangement), (iii) the adoption of any plan or proposal for the liquidation or dissolution of the Company, or (iv) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company.

“Award” means a grant of Options, SARs, Restricted Shares, Restricted Share Units, and/or Performance Awards under the Plan.

“Board” means the Board of Directors of the Company.

“Board Change” means, during any period of two consecutive years, individuals who at the beginning of such period constituted the entire Board cease for any reason to constitute a majority thereof unless the election, or the nomination for election, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period.

“Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time, or any successor statute or statutes thereto. Reference to any specific Code section shall include any successor section.

“Committee” means the committee of the Board appointed pursuant to Section 3.1 to administer the Plan.

“Company” means Liberty Global plc, a public limited company incorporated under English law.

“Control Purchase” means any transaction (or series of related transactions) in which any person (as such term is so defined), corporation or other entity (other than the Company, any Subsidiary of the Company, any employee benefit plan sponsored by the Company or any Subsidiary of the Company or any Exempt Person (as defined below)) shall become the “beneficial owner” (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the then outstanding shares of the Company ordinarily (and apart from the rights accruing under special circumstances) having the right to vote in the election of directors (calculated as provided in Rule 13d-3(d) under the Exchange Act in the case of rights to acquire the Company’s securities), other than in a transaction (or series of related transactions) approved by the Board. For purposes of this definition, “Exempt Person” means (a) the Chairman of the Board and each of the directors of the Company as of June 7, 2013, and (b) the respective family members, estates and heirs of each of the Persons referred to in clause (a) above and any trust or other investment vehicle for the primary benefit of any of such Persons or their respective family members or heirs. As used with respect to any Person, the term “family member” means the spouse, siblings and lineal descendants of such Person.

“Disability” means the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months, as supported by a written opinion of a physician and determined by the Company. The Company may seek a second opinion as to the determination of Disability from a physician selected by the Company, and in such case, the Holder will be required to submit to an examination and provide the physician with any information that is necessary for such determination.

“Dividend Equivalents” means, with respect to Restricted Share Units, to the extent specified by the Committee only, a cash amount equal to all dividends and other distributions (or the economic equivalent thereof) which are payable to Shareholders of record during the Restriction Period on a like number and kind of Shares represented by the Award of Restricted Share Units.

“Domestic Relations Order” means any final and legally enforceable judgment, decree or other order regarding the division of property under domestic relations law applicable to the Holder.

“Effective Date” has the meaning ascribed thereto in Section 1.2.

“Equity Security” shall have the meaning ascribed to such term in Section 3(a)(11) of the Exchange Act, and an equity security of an issuer shall have the meaning ascribed thereto in Rule 16a-1 promulgated under the Exchange Act, or any successor Rule.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended from time to time, or any successor statute or statutes thereto. Reference to any specific Exchange Act section shall include any successor section.


“Fair Market Value” of a Share on any day means the last sale price (or, if no last sale price is reported, the average of the high bid and low asked prices) for a Share on such day (or, if such day is not a trading day, on the next preceding trading day) as reported on the Nasdaq or, if not traded on the Nasdaq, such other principal U.S. securities exchange for such security on the date of determination. If for any day the Fair Market Value of a Share is not determinable by any of the foregoing means, then the Fair Market Value for such day shall be determined in good faith by the Committee on the basis of such quotations and other considerations as the Committee deems appropriate.
“Free Standing SAR” has the meaning ascribed thereto in Section 7.1. “Holder” means a Person who has received an Award under the Plan. “Nasdaq” means the Nasdaq Global Select Market.
“Option” means a share option granted under Article VI.

“Performance Award” means an Award made pursuant to Article X of the Plan to a Holder that is subject to the attainment of one or more Performance Objectives.

“Performance Objective” means a standard established by the Committee to determine in whole or in part whether a Performance Award shall be earned.

“Person” means an individual, corporation, limited liability company, partnership, trust, incorporated or unincorporated association, joint venture or other entity of any kind.

“Plan” means this Liberty Global 2014 Incentive Plan, as amended and restated effective June 11,2019, and as may be amended from time to time.

“Restricted Share Unit” means a unit representing the right to receive one Share that is subject to a Restriction Period and awarded pursuant to Article IX.

“Restricted Shares” means Shares subject to a Restriction Period and awarded pursuant to Article VIII.

“Restriction Period” means a period of time beginning on the date of each Award of Restricted Shares or Restricted Share Units and ending on the Vesting Date with respect to such Award.

“Retained Distribution” has the meaning ascribed thereto in Section 8.3.

“Retirement” means the voluntary termination of a Holder’s employment with the Company and its Subsidiaries on such terms as are determined by the Committee and set forth in the Agreement, or, if not otherwise set forth in the Agreement, the voluntary termination on or after the date that the sum of the Holder’s years of age and years of employment with the Company and its Subsidiaries is at least 70.

“SARs” means share appreciation rights, awarded pursuant to Article VII, with respect to Shares.

“Scheme of Arrangement” means a scheme of arrangement sanctioned by a court under section 899 of the Act, as may be amended or similar procedure under a succeeding law or regulation.

“Share” means each or any (as the context may require) class of the Company’s ordinary shares.

“Shareholder” means a holder of the ordinary or preference shares of the Company, known as a “member” under English law.

“Subsidiary” of a Person means any present or future subsidiary (as defined in Section 424(f) of the Code) of such Person or any business entity in which such Person owns, directly or indirectly, 50% or more of the voting, capital or profits interests. An entity shall be deemed a subsidiary of a Person for purposes of this definition only for such periods as the requisite ownership or control relationship is maintained. For purposes of Section 5.1, a Subsidiary shall additionally mean a subsidiary within the meaning of Section 1159 of the Act.


“Substitute Awards” means Awards granted or Shares issued by the Company in assumption of, or in substitution or exchange for, awards previously granted, or the right or obligation to make future awards, by a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines.

“Tandem SARs” has the meaning ascribed thereto in Section 7.1.

“Vesting Date,” with respect to any Restricted Shares or Restricted Share Units awarded hereunder, means the date on which such Restricted Shares or Restricted Share Units cease to be subject to a risk of forfeiture, as designated in or determined in accordance with the Agreement with respect to such Award of Restricted Shares or Restricted Share Units. If more than one Vesting Date is designated for an Award of Restricted Shares or Restricted Share Units, reference in the Plan to a Vesting Date in respect of such Award shall be deemed to refer to each part of such Award and the Vesting Date for such part.

ARTICLE III

ADMINISTRATION
3.1    Committee. The Plan shall be administered by the Compensation Committee of the Board unless a different committee is subsequently appointed by the Board. The Committee shall be comprised of not less than two Persons who fulfill the “non‑employee director” requirements of Rule 16b‑3 under the Exchange Act and the “independent” requirement of the rules of any principal securities exchange on which any of the securities of the Company are traded, listed or quoted, if any. To the extent that one or more members of the Committee do not satisfy the foregoing requirements generally or with respect to a particular matter, any such members may recuse themselves or abstain from participation, and the remaining members of the Committee may act for the Committee as a whole provided such remaining members satisfy the requirements of the previous sentence. The Board may from time to time appoint members of the Committee in substitution for or in addition to members previously appointed, may fill vacancies in the Committee and may remove members of the Committee. The Committee shall select one of its members as its chairman and shall hold its meetings at such times and places as it shall deem advisable. A majority of its members shall constitute a quorum and all determinations shall be made by a majority of such quorum. Any determination reduced to writing and signed by all of the members shall be as fully effective as if it had been made by a majority vote at a meeting duly called and held.
3.2    Powers. The Committee shall have full power and authority to grant to eligible Persons Options under Article VI of the Plan, SARs under Article VII of the Plan, Restricted Shares under Article VIII of the Plan, Restricted Share Units under Article IX of the Plan and/or Performance Awards under Article X of the Plan, to determine the terms and conditions (which need not be identical) of all Awards so granted (which may include, without limitation, providing for the recoupment of Shares or the cash equivalent thereof), to interpret the provisions of the Plan and any Agreements relating to Awards granted under the Plan, to adopt sub-plans under the Plan, to adopt special terms for Awards granted to eligible Persons in countries outside the United Kingdom and the United States, to enter into arrangements with the trustee of any employee benefit trust established by the Company or any of its Subsidiaries or Affiliates to facilitate the administration of Awards under the Plan, and to supervise the administration of the Plan. The Committee in making an Award may provide for the granting or issuance of additional, replacement or alternative Awards upon the occurrence of specified events, including the exercise of the original Award. The Committee shall have sole authority in the selection of Persons to whom Awards may be granted under the Plan and in the determination of the timing, pricing and amount of any such Award, subject only to the express provisions of the Plan. In making determinations hereunder, the Committee may take into account the nature of the services rendered by the respective employees, their present and potential contributions to the success of the Company and its Subsidiaries, and such other factors as the Committee in its discretion deems relevant.
3.3    Interpretation. The Committee is authorized, subject to the provisions of the Plan, to establish, amend and rescind such rules and regulations as it deems necessary or advisable for the proper administration of the Plan and to take such other action in connection with or in relation to the Plan as it deems necessary or advisable. Each action and determination made or taken pursuant to the Plan by the Committee, including any interpretation or construction of the Plan, shall be final and conclusive for all purposes and upon all Persons. No member of the Committee shall be liable for any action or determination made or taken by him or her or the Committee in good faith with respect to the Plan.

ARTICLE IV

SHARES SUBJECT TO THE PLAN
4.1    Number of Shares; Award Limits. Subject to the provisions of this Article IV, the maximum number of Shares with respect to which Awards may be granted during the term of the Plan shall be 155 million Shares; provided, however, that the maximum number of class B ordinary shares, nominal value $0.01 per share, of the Company (the “Class B Shares”) with respect to which Awards may be so granted during the term of the Plan shall be 50.25 million Shares. Shares issued pursuant to the Plan shall be fully paid and, to the extent permitted by the laws of England and Wales, will be made available from Shares acquired by or gifted to the Company, newly allotted and issued Shares, or Shares acquired by or issued or gifted to the trustees of an employee benefit trust established in connection with the Plan. Any Shares (i) subject to any Award granted under the Plan that shall expire, terminate or be annulled for any reason without having been exercised (or considered to have been exercised), (ii) subject to any Award of Restricted Shares or Restricted Share Units that shall be forfeited prior to becoming vested (provided that the Holder received no benefits of ownership of such Restricted Shares or Restricted Share Units other than voting rights), (iii) covered by an Award and not delivered to the Holder due to payment of withholding taxes or purchase prices and (iv) that the Company repurchases on the open market by the Company with the proceeds of an Option purchase price, shall to the extent permitted under applicable law, again be available for purposes of the Plan. Except for Awards described in Section 11.1, and subject to adjustment from time to time as provided in Section 4.2, (i) no Person may be granted in any calendar year Awards covering more than 8 million Shares, and (ii) no Person may be granted in any calendar year Awards covering more than 4 million Shares of Class B Shares.
4.2    Adjustments. If the Company subdivides its outstanding Shares into a greater number of Shares (by Share dividend, Share split, reclassification, alteration of capital, capitalization of profits, bonus issue or otherwise) or combines its outstanding Shares into a smaller number of Shares (by reverse Share split, reclassification, or otherwise) or if the Committee determines that there is any variation in the share capital of the Company or that there is any Share dividend, extraordinary cash dividend, alteration of capital, capitalization of profits, bonus issue, reclassification, recapitalization, reorganization, split-up, spin-off, combination, exchange of Shares, warrants or rights offering to purchase any class of Shares or other similar corporate event (including compromises or arrangements sanctioned by a court under section 899 of the Act, mergers or consolidations, other than those which constitute Approved Transactions, adjustments with respect to which shall be governed by Section 11.1(b)) affects any class of Shares so that an adjustment is required to preserve the benefits or potential benefits intended to be made available under the Plan, then the Committee, in its sole discretion and in such manner as the Committee may deem equitable and appropriate, may make such adjustments to any or all of (i) the number and kind of Shares which thereafter may be awarded, optioned or otherwise made subject to the benefits contemplated by the Plan, (ii) the number and kind of Shares subject to outstanding Awards, and (iii) the purchase or exercise price and the relevant appreciation base with respect to any of the foregoing, provided, however, that the number of Shares subject to any Award shall always be a whole number. Notwithstanding the foregoing, if all Shares of any class of Shares are redeemed, then each outstanding Award shall be adjusted to substitute for the Shares subject thereto the kind and amount of cash, securities or other assets issued or paid in the redemption of the equivalent number of Shares of such class of Shares and otherwise the terms of such Award, including, in the case of Options or similar rights, the aggregate exercise price, and, in the case of Free Standing SARs, the aggregate base price, shall remain constant before and after the substitution (unless otherwise determined by the Committee and provided in the applicable Agreement).
4.3    Substitute Awards. Substitute Awards shall not reduce the Shares authorized for grant under the Plan or authorized for grant to a Person in any calendar year. Additionally, in the event that a company acquired by the Company or any Subsidiary, or with which the Company or any Subsidiary combines, has shares available under a pre‑existing plan approved by shareholders and not adopted in contemplation of such acquisition or combination, a number of Shares equal to the number of shares available for grant pursuant to the terms of such pre‑existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the shareholders of the entities party to such acquisition or combination) shall be available for grant under Section 4.1; provided that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to Persons who were not employed by the Company or its Subsidiaries prior to such acquisition or combination.
ARTICLE V

ELIGIBILITY
5.1    General. The Persons who shall be eligible to participate in the Plan and to receive Awards under the Plan shall, subject to Section 5.2, be such Persons who are employees (including officers and directors) of the Company or its Subsidiaries as the

Committee shall select. Awards may be made to employees who hold or have held Awards under the Plan or any similar or other awards under any other plan of the Company or any of its Affiliates.
5.2    Ineligibility. No member of the Committee, while serving as such, shall be eligible to receive an Award.
ARTICLE VI

OPTIONS

6.1    Grant of Options. Subject to the limitations of the Plan, the Committee shall designate from time to time those eligible Persons to be granted Options, the time when each Option shall be granted to such eligible Persons, the class and number of Shares subject to such Option, and, subject to Section 6.2, the purchase price of the Shares subject to such Option.
6.2    Option Price. The price at which Shares may be purchased upon exercise of an Option shall be fixed by the Committee and, except in connection with Substitute Awards or as provided by any sub-plan of the Plan, may be no less than the Fair Market Value of the Shares subject to the Option as of the date the Option is granted.
6.3    Term of Options. Subject to the provisions of the Plan with respect to death, Disability, Retirement and termination of employment, the term of each Option shall be for such period as the Committee shall determine as set forth in the applicable Agreement, provided that such term may not exceed ten years.
6.4    Exercise of Options. An Option granted under the Plan shall become (and remain) exercisable during the term of the Option to the extent provided in the applicable Agreement and the Plan and, unless the Agreement otherwise provides, may be exercised to the extent exercisable, in whole or in part, at any time and from time to time during such term; provided, however, that subsequent to the grant of an Option, the Committee, at any time before complete termination of such Option, may accelerate the time or times at which such Option may be exercised in whole or in part (without reducing the term of such Option).
6.5    Manner of Exercise.
(a)    Form of Payment. An Option shall be exercised by written notice to the Company upon such terms and conditions as the Agreement may provide and in accordance with such other procedures for the exercise of Options as the Committee may establish from time to time. The method or methods of payment of the purchase price for the Shares to be purchased upon exercise of an Option and of any amounts required by Section 11.9 shall be determined by the Committee and may consist of (i) cash, (ii) check, (iii) promissory note (subject to the Act and other applicable law), (iv) the withholding of Shares of the applicable class of Shares issuable upon such exercise of the Option (subject to the Act or other applicable law), (v) the delivery, together with a properly executed exercise notice, of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds required to pay the purchase price (subject to the Act and other applicable law), (vi) any other method as provided in the applicable Agreement or (vii) any combination of the foregoing methods of payment, or such other consideration and method of payment as may be permitted for the issuance of Shares under the Act. The permitted method or methods of payment of the amounts payable upon exercise of an Option, if other than in cash, shall be set forth in the applicable Agreement and may be subject to such conditions as the Committee deems appropriate. The Committee may adopt a policy providing for the automatic exercise of an Option due to its expiration.
(b)    Value of Shares. Unless otherwise determined by the Committee and provided in the applicable Agreement, Shares of any class of Shares delivered in payment of all or any part of the amounts payable in connection with the exercise of an Option, and Shares of any class of Shares withheld for such payment, shall be valued for such purpose at their Fair Market Value as of the exercise date. Notwithstanding the foregoing, with respect to an Option exercise the purchase price of which is paid pursuant to clause (v) of Section 6.5(a), Shares shall be valued at the price Shares are sold in the market.
(c)    Issuance of Shares. The Company shall effect the transfer of the Shares purchased under the Option as soon as practicable after the exercise thereof and payment in full of the purchase price therefor and of any amounts required by Section 11.9, and within a reasonable time thereafter, such transfer shall be evidenced on the books of the Company. Unless otherwise determined by the Committee and provided in the applicable Agreement, (i) no Holder or other Person exercising an Option shall have any of the rights of a Shareholder with respect to Shares subject to an

Option granted under the Plan until due exercise and full payment has been made, and (ii) no adjustment shall be made for cash dividends or other rights for which the record date is prior to the date of such due exercise and full payment.
ARTICLE VII

SARS
7.1    Grant of SARs. Subject to the limitations of the Plan, SARs may be granted by the Committee to such eligible Persons in such numbers, with respect to any specified class of Shares, and at such times during the term of the Plan as the Committee shall determine. A SAR may be granted to a Holder of an Option (hereinafter called a “related Option”) with respect to all or a portion of the Shares subject to the related Option (a “Tandem SAR”) or may be granted separately to an eligible employee (a “Free Standing SAR”). Subject to the limitations of the Plan, SARs shall be exercisable in whole or in part upon notice to the Company upon such terms and conditions as are provided in the Agreement.
7.2    Tandem SARs. A Tandem SAR may be granted either concurrently with the grant of the related Option or at any time thereafter prior to the complete exercise, termination, expiration or cancellation of such related Option. Tandem SARs shall be exercisable only at the time and to the extent that the related Option is exercisable (and may be subject to such additional limitations on exercisability as the Agreement may provide) and in no event after the complete termination or full exercise of the related Option. Upon the exercise or termination of the related Option, the Tandem SARs with respect thereto shall be canceled automatically to the extent of the number of Shares with respect to which the related Option was so exercised or terminated. Subject to the limitations of the Plan, upon the exercise of a Tandem SAR and unless otherwise determined by the Committee and provided in the applicable Agreement, (i) the Holder thereof shall be entitled to receive, for each of the applicable classes of Shares with respect to which the Tandem SAR is being exercised, consideration (in the form determined as provided in Section 7.4) equal in value to the excess of the Fair Market Value of a Share of the applicable class of Shares with respect to which the Tandem SAR was granted on the date of exercise over the related Option purchase price per Share, and (ii) the related Option with respect thereto shall be canceled automatically to the extent of the number of Shares with respect to which the Tandem SAR was so exercised.
7.3    Free Standing SARs. Free Standing SARs shall be exercisable at the time, to the extent and upon the terms and conditions set forth in the applicable Agreement. Subject to the provisions of the Plan with respect to death, Disability, Retirement and termination of employment, the term of a Free Standing SAR shall be for such period as the Committee shall determine as set forth in the applicable Agreement, provided that such term may not exceed ten years. Except in connection with Substitute Awards, the base price of a Free Standing SAR may be no less than the Fair Market Value of the Shares with respect to which the Free Standing SAR was granted as of the date the Free Standing SAR is granted. Subject to the limitations of the Plan, upon the exercise of a Free Standing SAR and unless otherwise determined by the Committee and provided in the applicable Agreement, the Holder thereof shall be entitled to receive from the Company, for each Share with respect to which the Free Standing SAR is being exercised, consideration (in the form determined as provided in Section 7.4) equal in value to the excess of the Fair Market Value of a Share with respect to which the Free Standing SAR was granted on the date of exercise over the base price per Share of such Free Standing SAR.
7.4    Consideration. The consideration to be received upon the exercise of a SAR by the Holder shall be paid in the applicable class of Shares with respect to which the SAR was granted (valued at Fair Market Value on the date of exercise of such SAR). No fractional Shares shall be issuable upon exercise of a SAR, and unless otherwise provided in the applicable Agreement, the Holder will receive cash in lieu of any fractional Shares. Unless the Committee shall otherwise determine, to the extent a Free Standing SAR is exercisable, it will be exercised automatically on its expiration date.
7.5    Limitations. The applicable Agreement may provide for a limit on the amount payable to a Holder upon exercise of SARs at any time or in the aggregate, for a limit on the time periods during which a Holder may exercise SARs, and for such other limits on the rights of the Holder and such other terms and conditions of the SAR, including a condition that the SAR may be exercised only in accordance with rules and regulations adopted from time to time, as the Committee may determine. Unless otherwise so provided in the applicable Agreement, any such limit relating to a Tandem SAR shall not restrict the exercisability of the related Option. Such rules and regulations may govern the right to exercise SARs granted prior to the adoption or amendment of such rules and regulations as well as SARs granted thereafter.
7.6    Exercise. For purposes of this Article VII, the date of exercise of a SAR shall mean the date on which the Company shall have received notice from the Holder of the SAR of the exercise of such SAR (unless otherwise determined by the Committee and provided in the applicable Agreement).

ARTICLE VIII

RESTRICTED SHARES
8.1    Grant. Subject to the limitations of the Plan, the Committee shall designate those eligible Persons to be granted Awards of Restricted Shares, shall determine the time when each such Award shall be granted, and shall designate (or set forth the basis for determining) the Vesting Date or Vesting Dates for each Award of Restricted Shares, and may prescribe other restrictions, terms and conditions applicable to the vesting of such Restricted Shares in addition to those provided in the Plan. The Committee shall determine the price to be paid by the Holder for the Restricted Shares; provided, however, that the issuance of Restricted Shares shall be made for at least the minimum consideration necessary to permit such Restricted Shares to be deemed fully paid. All determinations made by the Committee pursuant to this Section 8.1 shall be specified in the Agreement.
8.2    Award of Restricted Shares. An Award of Restricted Shares may be registered electronically in the name of the Holder to whom such Restricted Shares shall have been awarded. During the Restriction Period, any electronically registered Restricted Shares and any securities constituting Retained Distributions shall bear a restrictive legend to the effect that ownership of the Restricted Shares (and such Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms and conditions provided in the Plan and the applicable Agreement. Any such electronically registered Restricted Shares and Retained Distributions shall remain in the custody of the Company or its designee, and the Holder shall deposit with the custodian share powers or other instruments of assignment, each endorsed in blank, so as to permit transfer to any employee benefit trust established by the Company or its Subsidiary or to such other entity or employee, as determined by the Committee in its sole discretion, of all or any portion of the Restricted Shares and any securities constituting Retained Distributions that shall be forfeited or otherwise not become vested in accordance with the Plan and the applicable Agreement.
8.3    Restrictions. Restricted Shares shall constitute issued and outstanding Shares of the applicable class of Shares for all corporate purposes. The Holder will have the right to vote such Restricted Shares, to receive and retain such dividends and distributions, as the Committee may designate, paid or distributed on such Restricted Shares, and to exercise all other rights, powers and privileges of a Holder of Shares of the applicable class of Shares with respect to such Restricted Shares; except, that, unless otherwise determined by the Committee and provided in the applicable Agreement, (i) the Holder will not be entitled to delivery of any electronically registered Restricted Shares until the Restriction Period shall have expired and unless all other vesting requirements with respect thereto shall have been fulfilled or waived; (ii) the Company or its designee will retain custody of any electronically registered Restricted Shares during the Restriction Period as provided in Section 8.2; (iii) other than such dividends and distributions as the Committee may designate, the Company or its designee may retain custody of all distributions (“Retained Distributions”) made or declared with respect to the Restricted Shares (and such Retained Distributions will be subject to the same restrictions, terms and vesting, and other conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in a separate account; (iv) the Holder may not sell, assign, transfer, pledge, exchange, encumber or dispose of the Restricted Shares or any Retained Distributions or his or her interest in any of them during the Restriction Period; and (v) a breach of any restrictions, terms or conditions provided in the Plan or established by the Committee with respect to any Restricted Shares or Retained Distributions will cause a forfeiture of such Restricted Shares and any Retained Distributions with respect thereto.
8.4    Completion of Restriction Period. On the Vesting Date with respect to each Award of Restricted Shares and the satisfaction of any other applicable restrictions, terms and conditions, (i) all or the applicable portion of such Restricted Shares shall become vested and (ii) any Retained Distributions with respect to such Restricted Shares shall become vested to the extent that the Restricted Shares related thereto shall have become vested, in accordance with the terms of the applicable Agreement. Any such Restricted Shares and Retained Distributions that shall not become vested shall be forfeited and cancelled or deposited in an employee benefit trust established by the Company or its Subsidiary or to such other entity or employee as determined by the Committee, and the Holder shall not thereafter have any rights (including dividend and voting rights) with respect to such Restricted Shares and Retained Distributions that shall have been so forfeited. The Committee may, in its discretion, provide for the deferral of an Award of Restricted Shares and Retained Distributions, provided that any such deferral election of a recipient shall be filed in writing with the Committee in accordance with such rules and regulations, including any deadline for the making of such an election, as the Committee may provide, and shall be made in compliance with Section 409A of the Code to the extent applicable.

ARTICLE IX
RESTRICTED SHARE UNITS
9.1    Grant. Subject to the limitations of the Plan, the Committee shall designate those eligible Persons to be granted Awards of Restricted Share Units, shall determine the time when each such Award shall be granted, and shall designate (or set forth the basis for determining) the Vesting Date or Vesting Dates for each such Award of Restricted Share Units, and may prescribe other restrictions, terms and conditions applicable to the vesting of such Restricted Share Units in addition to those provided in the Plan. The Committee shall determine the price to be paid by the Holder for the Restricted Share Units; provided, however, that the issuance of Shares in settlement of such Awards shall be made for at least the minimum consideration necessary to permit such Shares to be deemed fully paid. All determinations made by the Committee pursuant to this Section 9.1 shall be specified in the Agreement.
9.2    Restrictions with Respect to Restricted Share Units. Any Award of Restricted Share Units, including any Shares which are represented by an Award of Restricted Share Units, may not be assigned, sold, transferred, pledged or otherwise encumbered prior to the date on which the shares are issued or, if later, the date provided by the Committee at the time of the Award. A breach of any restrictions, terms or conditions provided in the Plan or established by the Committee with respect to any Award of Restricted Share Units will cause a forfeiture of such Restricted Share Units and any Dividend Equivalents with respect thereto.
9.3    Award of Restricted Share Units. An Award of Restricted Share Units shall not constitute issued and outstanding Shares, and the Holder shall not have any of the rights of a Shareholder with respect to any Shares represented by an Award of Restricted Share Units, in each case until Shares shall have been issued to the Holder as provided in Section 9.4. To the extent provided by the Committee in an Agreement, the Holder may be entitled to receive Dividend Equivalents with respect to an Award of Restricted Share Units, which may be subject to such restrictions, including, but not limited to, the rules applicable to Retained Distributions in Section 8.3 hereof, as the Committee shall determine.
9.4    Completion of Restriction Period. On the Vesting Date with respect to each Award of Restricted Share Units and the satisfaction of any other applicable restrictions, terms and conditions, (i) all or the applicable portion of such Restricted Share Units shall become vested and Shares issued to the Holder therefor and (ii) any unpaid Dividend Equivalents with respect to such Restricted Share Units shall become vested and payable to the Holder to the extent that the Award related thereto shall have become vested, in accordance with the terms of the applicable Agreement. Any such Restricted Share Units and any unpaid Dividend Equivalents that shall not become vested shall be forfeited with no Shares issued therefor, and the Holder shall not thereafter have any rights with respect to such Restricted Share Units and any unpaid Dividend Equivalents that shall have been so forfeited. The Committee may, in its discretion, provide for the deferral of an Award of Restricted Share Units and unpaid Dividend Equivalents, provided that any such deferral election of a recipient shall be filed in writing with the Committee in accordance with such rules and regulations, including any deadline for the making of such an election, as the Committee may provide, and shall be made in compliance with Section 409A of the Code to the extent applicable.
ARTICLE X

PERFORMANCE AWARDS
10.1    Designation as a Performance Award. The Committee shall have the right to designate any Award of Options, SARs, Restricted Shares or Restricted Share Units as a Performance Award.
10.2    Performance Objectives. The grant or vesting of a Performance Award shall be subject to the achievement of Performance Objectives over a performance period established by the Committee based upon one or more of the following business criteria that apply to the Holder, one or more business units, divisions or Subsidiaries of the Company or the applicable sector of the Company, or the Company as a whole, and if so desired by the Committee, by comparison with a peer group of companies: increased revenue; net income measures (including income after capital costs and income before or after taxes); share price measures (including growth measures and total shareholder return); price per Share; market share; earnings per Share (actual or targeted growth); earnings before interest, taxes, depreciation, and amortization (EBITDA); economic value added (or an equivalent metric); market value added; debt to equity ratio; cash flow measures (including operating cash flow, operating free cash flow, free cash flow, cash flow return on capital, cash flow return on tangible capital, net cash flow and net cash flow before financing activities); return measures (including return on equity, return on average assets, return on capital, risk-adjusted return on capital, return on investors’ capital and return on average equity); operating measures (including operating income, funds from operations, cash from operations, after-tax operating income, sales volumes, production volumes and production efficiency); net promoter score or other metrics regarding quality or extent of customer satisfaction or service; expense measures

(including overhead cost and general and administrative expense); margins; shareholder value; total shareholder return; proceeds from dispositions; total market value and corporate values measures (including ethics compliance, corporate responsibility, environmental and safety); such other criteria as determined by the Committee. Unless otherwise stated, such a Performance Objective need not be based upon an increase or positive result under a particular business criterion and could include, for example, maintaining the status quo or limiting economic losses (measured, in each case, by reference to specific business criteria). The Committee shall have the authority to determine whether the Performance Objectives and other terms and conditions of the Award are satisfied, and the Committee’s determination as to the achievement of Performance Objectives relating to a Performance Award shall be made in writing.
10.3    Waiver of Performance Objectives. The Committee shall have discretion to modify, adjust or waive the Performance Objectives or conditions to the grant or vesting of a Performance Award.
ARTICLE XI
GENERAL PROVISIONS
11.1    AccelerationofAwards.
(a)    Death or Disability. If a Holder’s employment with the Company and its Subsidiaries shall terminate by reason of death or Disability, notwithstanding any contrary waiting period, installment period, vesting schedule or Restriction Period in any Agreement or in the Plan, unless the applicable Agreement provides otherwise: (i) in the case of an Option or SAR, each outstanding Option or SAR granted under the Plan shall immediately become exercisable in full in respect of the aggregate number of Shares covered thereby; (ii) in the case of Restricted Shares, the Restriction Period applicable to each such Award of Restricted Shares shall be deemed to have expired and all such Restricted Shares and any related Retained Distributions shall become vested; and (iii) in the case of Restricted Share Units, each such Award of Restricted Share Units and any unpaid Dividend Equivalents shall become vested in full.
(b)    Approved Transactions; Board Change; Control Purchase. (i) In the event of any Approved Transaction, Board Change or Control Purchase, notwithstanding any contrary waiting period, installment period, vesting schedule or Restriction Period in any Agreement or in the Plan, unless the applicable Agreement provides otherwise: (A) in the case of an Option or SAR, each such outstanding Option or SAR granted under the Plan shall become exercisable in full in respect of the aggregate number of Shares covered thereby; (B) in the case of Restricted Shares, the Restriction Period applicable to each such Award of Restricted Shares shall be deemed to have expired and all such Restricted Shares and any related Retained Distributions shall become vested; and (C) in the case of Restricted Share Units, each such Award of Restricted Share Units and any unpaid Dividend Equivalents shall become vested in full, in each case effective upon the Board Change or Control Purchase or immediately prior to consummation of the Approved Transaction. (ii) Notwithstanding the foregoing, unless otherwise provided in the applicable Agreement, the Committee may, in its discretion, determine that any or all outstanding Awards of any or all types granted pursuant to the Plan will not vest or become exercisable on an accelerated basis in connection with an Approved Transaction if effective provision has been made for the taking of such action which, in the opinion of the Committee, is equitable and appropriate to substitute a new Award for such Award or to assume such Award and to make such new or assumed Award, as nearly as may be practicable, equivalent to the old Award (before giving effect to any acceleration of the vesting or exercisability thereof), taking into account, to the extent applicable, the kind and amount of securities, cash or other assets into or for which the applicable class of Shares may be changed, converted or exchanged in connection with the Approved Transaction.
11.2    Termination of Employment.
(a)    General. If a Holder’s employment with the Company and its Subsidiaries shall terminate prior to an Option or SAR becoming exercisable or being exercised (or deemed exercised, as provided in Section 7.2 or pursuant to a policy adopted under Section 6.5(a)) in full, or during the Restriction Period with respect to any Restricted Shares or prior to the vesting of any Restricted Share Units, then such Option or SAR shall thereafter become or be exercisable, and the Holder’s rights to any unvested Restricted Shares, Retained Distributions, any such unvested Restricted Share Units and unpaid Dividend Equivalents shall thereafter vest, in each case solely to the extent provided in the applicable Agreement; provided, however, that, unless otherwise determined by the Committee and provided in the applicable Agreement, (i) no Option or SAR may be exercised after the scheduled expiration date thereof; (ii) if the Holder’s employment terminates by reason of death or Disability, the Option or SAR shall remain exercisable for a period of at least one year following such termination (but not later than the scheduled expiration of such Option or SAR); and (iii)

any termination of the Holder’s employment for cause will be treated in accordance with the provisions of Section 11.2(c).
(b)    Retirement. Notwithstanding the provisions of Section 11.2(a) to the contrary and unless otherwise determined by the Committee, if a Holder’s employment with the Company and its Subsidiaries is terminated due to Retirement during a Restriction Period applicable to any Restricted Shares or prior to any Option or SAR becoming exercisable or being exercised in full or prior to the vesting of any Restricted Share Units, then such Option or SAR shall thereafter become or be exercisable, and the Holder’s rights to any unvested Restricted Shares, Retained Distributions, any such unvested Restricted Share Units and unpaid Dividend Equivalents shall immediately vest to the extent that such Awards (including any Retained Distributions and unpaid Dividend Equivalents) would have become vested and exercisable had the Holder remained in continuous employment with the Company through the date that is one year after the date of the Holder’s Retirement. Unless otherwise determined by the Committee and provided in the applicable Agreement, upon termination of a Holder’s employment with the Company and its Subsidiaries due to Retirement, Options and SARs that are vested and exercisable as of the date of the Holder’s Retirement shall remain exercisable until the first to occur of the date that is two years after the date of the Holder’s Retirement or the scheduled expiration of such Options or SARs. Notwithstanding the foregoing and unless otherwise determined by the Committee, for purposes of any Performance Award, a Holder’s Retirement during the performance period applicable to such Performance Award shall have no effect on such Performance Award, provided that the additional one-year of vesting service described in this Section 11.2(b) shall apply to a Performance Award if a Holder’s Retirement occurs during a service period applicable to such Performance Award following completion of the performance period.
(c)    Termination for Cause. If a Holder’s employment with the Company and its Subsidiaries shall be terminated by the Company or a Subsidiary for “cause” during the Restriction Period with respect to any Restricted Shares or prior to any Option or SAR becoming exercisable or being exercised in full or prior to the vesting of any Restricted Share Unit (for these purposes, “cause” shall have the meaning ascribed thereto in any employment agreement to which such Holder is a party or, in the absence thereof, shall include insubordination, dishonesty, incompetence, moral turpitude, other misconduct of any kind and the refusal to perform his or her duties and responsibilities for any reason other than illness or incapacity; provided, however, that if such termination occurs within 12 months after an Approved Transaction or Control Purchase or Board Change, termination for “cause” shall mean only a felony conviction (or its equivalent under local law) for fraud, misappropriation, or embezzlement), then, unless otherwise determined by the Committee and provided in the applicable Agreement, (i) all Options and SARs and all unvested Restricted Share Units held by such Holder shall immediately terminate, and (ii) such Holder’s rights to all Restricted Shares, Retained Distributions, any unpaid Dividend Equivalents shall be forfeited immediately.
(d)    Miscellaneous. The Committee may determine whether any given leave of absence constitutes a termination of employment; provided, however, that for purposes of the Plan, (i) a leave of absence, duly authorized in writing by the Company for military service or sickness, or for any other purpose approved by the Company if the period of such leave does not exceed 90 days, and (ii) a leave of absence in excess of 90 days, duly authorized in writing by the Company provided the employee’s right to reemployment is guaranteed either by statute or contract, shall not be deemed a termination of employment. Unless otherwise determined by the Committee and provided in the applicable Agreement, Awards made under the Plan shall not be affected by any change of employment so long as the Holder continues to be an employee of the Company.
11.3    Right of Company to Terminate Employment. Nothing contained in the Plan or in any Award, and no action of the Company or the Committee with respect thereto, shall confer or be construed to confer on any Holder any right to continue in the employ of the Company or any of its Subsidiaries or interfere in any way with the right of the Company or any Subsidiary of the Company to terminate the employment of the Holder at any time, with or without cause, subject, however, to the provisions of any employment agreement between the Holder and the Company or any Subsidiary of the Company.
11.4    Nonalienation of Benefits. Except as set forth herein, no right or benefit under the Plan shall be subject to anticipation, alienation, sale, assignment, hypothecation, pledge, exchange, transfer, encumbrance or charge, and any attempt to anticipate, alienate, sell, assign, hypothecate, pledge, exchange, transfer, encumber or charge the same shall be void. No right or benefit hereunder shall in any manner be liable for or subject to the debts, contracts, liabilities or torts of the Person entitled to such benefits.
11.5    Written Agreement. Each Award of Options shall be evidenced by a share option agreement; each Award of SARs shall be evidenced by a share appreciation rights agreement; each Award of Restricted Shares shall be evidenced by a restricted shares agreement; each Award of Restricted Share Units shall be evidenced by a restricted share units agreement; and

each Performance Award shall be evidenced by a performance award agreement, each in such form and containing such terms and provisions not inconsistent with the provisions of the Plan as the Committee from time to time shall approve; provided, however, that if more than one type of Award is made to the same Holder, such Awards may be evidenced by a single Agreement with such Holder. Each grantee of an Option, SAR, Restricted Shares, Restricted Share Units or Performance Award shall be notified promptly of such grant, and a written Agreement shall be promptly executed and delivered by the Company. Any such written Agreement may contain (but shall not be required to contain) such provisions as the Committee deems appropriate to insure that the penalty provisions of Section 4999 of the Code will not apply to any Shares received by the Holder from the Company. Any such Agreement may be supplemented or amended from time to time as approved by the Committee as contemplated by Section
11.6    Nontransferability;Designationof Beneficiaries.
(a)    Nontransferability. Awards shall not be transferable other than as approved by the Committee and provided in the applicable Agreement, or by will or the laws of descent and distribution or pursuant to a Domestic Relations Order, and, except as otherwise required pursuant to a Domestic Relations Order, during the lifetime of the Holder Awards may be paid only to and exercised only by such Holder (or his or her court-appointed legal representative).
(b)    Designation of Beneficiaries. The Committee may, to the extent permissible and deemed to have operable effect under applicable law, permit a Holder to designate a beneficiary or beneficiaries with respect to Awards under the Plan by filing a written designation of beneficiary or beneficiaries with the Committee on a form and in such manner as the Committee may prescribe from time to time.
11.7    Termination andAmendment.
(a)    General. Unless the Plan shall theretofore have been terminated as hereinafter provided, no Awards may be made under the Plan on or after the tenth anniversary of the Effective Date. The Plan may be terminated at any time prior to the tenth anniversary of the Effective Date and may, from time to time, be suspended or discontinued or modified or amended if such action is deemed advisable by the Committee.
(b)    Modification. No termination, modification or amendment of the Plan may, without the consent of the Person to whom any Award shall theretofore have been granted, adversely affect the rights of such Person with respect to such Award. No modification, extension, renewal or other change in any Award granted under the Plan shall be made after the grant of such Award, unless the same is consistent with the provisions of the Plan. With the consent of the Holder and subject to the terms and conditions of the Plan (including Section 11.7(a)), the Committee may amend outstanding Agreements with any Holder, including any amendment which would (i) accelerate the time or times at which the Award may be exercised and/or (ii) extend the scheduled expiration date of the Award. Without limiting the generality of the foregoing, the Committee may, but solely with the Holder’s consent unless otherwise provided in the Agreement, agree to cancel any Award under the Plan and grant a new Award in substitution therefor, provided that the Award so substituted shall satisfy all of the requirements of the Plan as of the date such new Award is made. Nothing contained in the foregoing provisions of this Section 11.7(b) shall be construed to prevent the Committee from providing in any Agreement that the rights of the Holder with respect to the Award evidenced thereby shall be subject to such rules and regulations as the Committee may, subject to the express provisions of the Plan, adopt from time to time or impair the enforceability of any such provision.
11.8    Government and Other Regulations. The obligation of the Company with respect to Awards shall be subject to all applicable laws, rules and regulations, including the Act, and to such approvals by any governmental agencies as may be required, including the effectiveness of any registration statement required under the U.S. Securities Act of 1933, and the rules and regulations of any securities exchange or association on which the Shares may be listed or quoted. For so long as any class of Shares is registered under the Exchange Act, the Company shall use its reasonable efforts to comply with any legal requirements (i) to maintain a registration statement in effect under the U.S. Securities Act of 1933 with respect to all Shares of the applicable class that may be issued to Holders under the Plan and (ii) to file in a timely manner all reports required to be filed by it under the Exchange Act.
11.9    Withholding. The Company’s obligation to deliver Shares under the Plan shall be subject to applicable national, state and local tax and employee social security contribution withholding requirements. National, state and local withholding tax and employee social security contribution withholding due at the time of an Award, upon the exercise of any Option or SAR or upon the vesting of, or expiration of restrictions with respect to, Restricted Shares or Restricted Share Units or the satisfaction of the Performance Objectives applicable to a Performance Award, as appropriate, may, in the discretion of the Committee, be

paid through the withholding of Shares otherwise issuable to such Holder (subject to compliance with applicable law, including, but not limited to, “financial assistance” prohibitions under UK law), upon such terms and conditions (including the conditions referenced in Section 6.5) as the Committee shall determine. If the Holder shall fail to pay, or make arrangements satisfactory to the Committee for the payment to the Company of, all such national, state and local taxes and employee social security contributions required to be withheld by the Company, then the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to such Holder an amount equal to any national, state or local taxes and employee social security contributions of any kind required to be withheld by the Company with respect to such Award.
11.10    Nonexclusivity of the Plan. The adoption of the Plan by the Board shall not be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including the granting of Share options and the awarding of Shares otherwise than under the Plan, and such arrangements may be either generally applicable or applicable only in specific cases.
11.11    Exclusion from Pension and Profit-Sharing Computation. By acceptance of an Award, unless otherwise provided in the applicable Agreement, each Holder shall be deemed to have agreed that such Award is special incentive compensation that will not be taken into account, in any manner, as salary, compensation or bonus in determining the amount of any payment under any pension, retirement or other employee benefit plan, program or policy of the Company or any Subsidiary of the Company. In addition, each beneficiary of a deceased Holder shall be deemed to have agreed that such Award will not affect the amount of any life insurance coverage, if any, provided by the Company on the life of the Holder which is payable to such beneficiary under any life insurance plan covering employees of the Company or any Subsidiary of the Company.
11.12    Unfunded Plan. Neither the Company nor any Subsidiary of the Company shall be required to segregate any Shares which may at any time be represented by Awards, and the Plan shall constitute an “unfunded” plan of the Company. Except as provided in Article VIII with respect to Awards of Restricted Shares and except as expressly set forth in an Agreement, no employee shall have voting or other rights with respect to the Shares covered by an Award prior to the delivery of such Shares. Neither the Company nor any Subsidiary of the Company shall, by any provisions of the Plan, be deemed to be a trustee of any Shares or any other property, and the liabilities of the Company and any Subsidiary of the Company to any employee pursuant to the Plan shall be those of a debtor pursuant to such contract obligations as are created by or pursuant to the Plan, and the rights of any employee, former employee or beneficiary under the Plan shall be limited to those of a general creditor of the Company or the applicable Subsidiary of the Company, as the case may be. In its sole discretion, the Board may authorize the creation of trusts (including, without limitation, employee benefit trusts) or other arrangements to meet the obligations of the Company under the Plan, provided, however, that the existence of such trusts or other arrangements is consistent with the unfunded status of the Plan.
11.13    Governing Law. Except as otherwise set forth in an Agreement, the Plan and Awards shall be governed by, and construed in accordance with, the laws of England and Wales.
11.14    Accounts. The delivery of any Shares shall be for the account of the Company or the applicable Subsidiary of the Company, as the case may be, and any such delivery or payment shall not be made until the recipient shall have paid or made satisfactory arrangements for the payment of any applicable withholding taxes as provided in Section 11.9.
11.15    Legends. Shares subject to an Award shall bear or otherwise be subject to such legends as the Committee deems necessary or appropriate to reflect or refer to any terms, conditions or restrictions of the Award applicable to such Shares, including any to the effect that the Shares represented thereby may not be disposed of unless the Company has received an opinion of counsel, acceptable to the Company, that such disposition will not violate any federal or state securities laws.
11.16    Company’s Rights. The grant of Awards pursuant to the Plan shall not affect in any way the right or power of the Company to make reclassifications, reorganizations or other changes of or to its capital or business structure or to merge, consolidate, liquidate, sell or otherwise dispose of all or any part of its business or assets.
11.17    Interpretation. The words “include,” “includes,” “included” and “including” to the extent used in the Plan shall be deemed in each case to be followed by the words “without limitation.”
11.18    Section 409A. The Plan and Awards are intended to be exempt from or compliant with the requirements of Code Section 409A and related regulations and United States Department of the Treasury pronouncements (“Section 409A”) to the extent that Section 409A is applicable to a Holder. Notwithstanding anything in this Plan to the contrary, if any Plan provision or Award under the Plan would result in the imposition of an additional tax under Section 409A, that Plan provision or Award

will be reformed to be exempt from Section 409A or comply with the requirements of Section 409A, and no such action taken shall be deemed to adversely affect the Holder’s rights to an Award.
11.19    Annexes and Subplans. Any annex or subplan adopted from time to time with respect to the Plan shall be made a part of the Plan and, in the event of a conflict between the terms of the Plan and the terms of an annex or subplan to the Plan, the terms of the annex or subplan shall control with respect to the terms of Awards granted to Persons who are Holders pursuant to the annex or subplan.


ANNEX 1

This Annex 1 to the Liberty Global 2014 Incentive Plan governs Cash Awards and Awards granted under the Plan that are payable in cash, Shares or any combination thereof. Any Awards granted pursuant to this Annex 1 are subject to all of the terms and conditions set forth in the Plan except as modified by the following provisions, which shall replace and/or supplement certain provisions of the Plan, as indicated below. Any Award that may be settled in cash or in a combination of cash and Shares shall be granted only under an Annex to the Plan.

ARTICLE I

1.The following paragraph shall replace Section 1.1 of the Plan:

1.1    Purpose. The purpose of this Annex 1 of the Plan is to promote the success of the Company by providing a method whereby eligible Persons may be awarded additional remuneration for services rendered that are payable in cash, Shares or any combination thereof, thereby encouraging them to remain in the service of the Company or its Subsidiaries, and increasing their personal interest in the continued success and progress of the Company and its Subsidiaries.

ARTICLE II

2.1    Certain Defined Terms. Capitalized terms used in this Annex 1 shall have the same definitions as set forth in the Plan except for the following terms:

“Agreement” means a share option agreement, share appreciation rights agreement, restricted share agreement, restricted share unit agreement, cash award agreement or an agreement evidencing more than one type of Award, specified in Section 11.5, as such Agreement may be supplemented or amended from time to time.

“Award” means a grant of Options, SARs, Restricted Shares, Restricted Share Units, Performance Awards, Cash Awards and/or cash amounts under the Plan.

“Cash Award” means an Award made pursuant to Section 10.2 of the Plan to the Holder that is paid solely on account of attainment of one or more Performance Objectives that have been pre-established by the Committee.

“Restricted Share Unit” means a unit representing the right to receive one Share or the equivalent value in cash that is subject to a Restriction Period and awarded pursuant to Article IX.

ARTICLE III

3.2    Powers. The following sentence shall replace the first sentence of Section 3.2 for purposes of Awards granted under this Annex 1:

The Committee shall have full power and authority to grant to eligible Persons Options under Article VI of the Plan, SARs under Article VII of the Plan, Restricted Shares under Article VIII of the Plan, Restricted Share Units under Article IX of the Plan, Cash Awards under this Annex 1 and Article X of the Plan and/or Performance Awards under Article X of the Plan, to determine the terms and conditions (which need not be identical) of all Awards so granted, to interpret the provisions of the Plan, this Annex 1 and any Agreements relating to Awards granted under the Plan, to adopt sub-plans under the Plan or special terms for Awards granted to Persons in countries outside the United Kingdom and the United States, to enter into arrangements with the trustee of any employee benefit trust established by the Company or any of its Affiliates to facilitate the administration of Awards under the Plan, and to supervise the administration of the Plan.

ARTICLE IV

4.1    Number of Shares; Award Limits. The following paragraph shall supplement Section 4.1 for purposes of Awards granted under this Annex 1:


Notwithstanding the foregoing, Shares subject to any Award that are settled for cash shall again be available for purposes of the Plan. In addition, no Person shall receive payment for Cash Awards during any calendar year aggregating in excess of $10,000,000 U.S. dollars.

4.2    Adjustments. The following paragraph shall supplement Section 4.2 for purposes of Awards granted under this Annex 1:

The Committee may, if deemed appropriate, provide for a cash payment to any Holder of an Award in connection with any adjustment made pursuant to Section 4.2.

ARTICLE V

5.1    General. The following shall replace Section 5.1 for purposes of Awards granted under this Annex 1:

5.1    General. The Persons who shall be eligible to participate in the Plan and to receive Awards under the Plan shall, subject to Section 5.2, be such employees (including officers and directors) of the Company or its Subsidiaries or such other Persons eligible under Annex 2 as the Committee shall select. Awards may be made to Persons who hold or have held Awards under the Plan or any similar or other awards under any other plan of the Company or any of its Affiliates. For purposes of this Section 5.1, Subsidiary shall mean a subsidiary within the meaning of Section 1159 of the Act.

ARTICLE VII

7.4    Consideration. The following paragraph shall supplement Section 7.4 for purposes of Awards granted under this Annex 1:

Notwithstanding the foregoing, the Committee may permit the Holder of a SAR who is not subject to United States federal income tax to be paid consideration in the form of cash, or a combination of cash and the applicable class of Shares with respect to which the SAR was granted.

ARTICLE VIII

8.3    Restrictions. The last three clauses of the last sentence of Section 8.3 shall be deleted for purposes of Awards granted under this Annex 1.

8.4    Completion of Restricted Period. The following clause (iii) shall supplement the first sentence of Section 8.4 for purposes of Awards granted under this Annex 1:

and (iii) any cash amount to be received by the Holder with respect to such Restricted Shares shall become payable, all in accordance with the terms of the applicable Agreement.

8.4    Completion of Restricted Period. The following paragraph shall supplement Section 8.4 for the purposes of Awards granted under this Annex 1:

The Committee may, in its discretion, provide for the deferral of any cash amounts related to an Award of Restricted Shares and Retained Distributions, provided that any such deferral election of a recipient shall be filed in writing with the Committee in accordance with such rules and regulations, including any deadline for the making of such an election, as the Committee may provide, and shall be made in compliance with Section 409A of the Code to the extent applicable.

8.5    Cash Payments. The following Section 8.5 shall supplement Article VIII for purposes of Awards granted under this Annex 1:

8.5    Cash Payments. In connection with any Award of Restricted Shares, an Agreement may provide for the payment of a cash amount to the Holder of such Restricted Shares after such Restricted Shares shall have become vested. Such cash amounts shall be payable in accordance with such additional restrictions, terms and conditions as shall be prescribed by the

Committee in the Agreement and shall be in addition to any other salary, incentive, bonus or other compensation payments which such Holder shall be otherwise entitled or eligible to receive from the Company.

ARTICLE IX

9.3    Restrictions. The last three clauses of the last sentence of Section 9.3 shall be deleted for purposes of Awards granted under this Annex 1.

9.4    Completion of Restricted Period. The following clause (iii) shall supplement the first sentence of Section 9.4 for purposes of Awards granted under this Annex 1:

and (iii) any cash amount to be received by the Holder with respect to such Restricted Share Units shall become payable, all in accordance with the terms of the applicable Agreement.

9.4    Completion of Restricted Period. The following paragraph shall supplement Section 9.4 for the purposes of Awards granted under this Annex 1:

The Committee may, in its discretion, provide for the deferral of any cash amounts related to an Award of Restricted Share Units and unpaid Dividend Equivalents, provided that any such deferral election of a recipient shall be filed in writing with the Committee in accordance with such rules and regulations, including any deadline for the making of such an election, as the Committee may provide, and shall be made in compliance with Section 409A of the Code to the extent applicable.

9.5    Cash Payments. The following Section 9.5 shall supplement Article IX for purposes of Awards granted under this Annex 1:

9.5    Cash Payments. In connection with any Award of Restricted Share Units, an Agreement may provide for the payment of a cash amount to the Holder of such Restricted Share Units after such Restricted Share Units shall have become vested. Such cash amounts shall be payable in accordance with such additional restrictions, terms and conditions as shall be prescribed by the Committee in the Agreement and shall be in addition to any other salary, incentive, bonus or other compensation payments which such Holder shall be otherwise entitled or eligible to receive from the Company.

ARTICLE X

10.1    Designation as a Performance Award. The following sentence shall supplement Section 10.1 for purposes of Awards granted under this Annex 1:

All Cash Awards shall be designed as Performance Awards.

10.4    Cash Awards. The following Section 10.4 shall supplement Article 10 for purposes of Awards granted under this Annex 1:

10.4    Cash Awards. In addition to granting Options, SARs, Restricted Shares and Restricted Share Units, the Committee shall, subject to the limitations of the Plan and this Annex 1, have authority to grant to eligible Persons Cash Awards. Each Cash Award shall be subject to such terms and conditions, restrictions and contingencies as the Committee shall determine. Restrictions and contingencies limiting the right to receive a cash payment pursuant to a Cash Award shall be based upon the achievement of single or multiple Performance Objectives over a performance period established by the Committee. The determinations made by the Committee pursuant to this Section 10.4 and this Annex 1 shall be specified in the applicable Agreement.
ARTICLE XI

11.1(a)     Death or Disability. The following sentence shall supplement Section 11.1(a) for purposes of Awards granted under this Annex 1:


Upon the deemed expiration of the Restriction Period applicable to each such Award of Restricted Shares in connection with the Holder’s termination of employment by reason of death or Disability, any related cash amounts payable pursuant to the applicable Agreement shall be adjusted in such manner as may be provide in the Agreement.

11.1(b)     Approved Transactions; Board Change; Control Purchase. The following paragraph shall supplement Section 11.1(b) for purposes of Awards granted under this Annex 1:

Upon the deemed expiration of the Restriction Period applicable to each such Award of Restricted Shares in connection with any Approved Transaction, Board Change or Control Purchase, unless the applicable Agreement provides otherwise, any related cash amounts payable pursuant to the applicable Agreement shall be adjusted in such manner as may be provided in the Agreement. The effect, if any, on a Cash Award of an Approved Transaction, Board Change or Control Purchase shall be prescribed in the applicable Agreement.

11.2(a)     General. The following paragraph shall supplement Section 11.2(a) for purposes of Awards granted under this Annex 1:

If the Holder’s employment with the Company and its Subsidiaries shall terminate during the Restriction Period with respect to any Restricted Shares or Restricted Share Units, the Holder’s rights to any related cash amounts shall thereafter vest solely to the extent provided in the applicable Agreement. The effect on a Cash Award of the termination of a Holder’s employment for any reason, other than for cause, shall be prescribed in the applicable Agreement.

11.2(b)     Retirement. The following paragraph shall supplement Section 11.2(b) for purposes of Awards granted under this Annex 1:

If the Holder’s employment with the Company and its Subsidiaries shall terminate due to Retirement during the Restriction Period with respect to any Restricted Shares or Restricted Share Units or prior to the payment of a Cash Award, the Holder’s rights to any cash amounts related to such Award of Restricted Shares or Restricted Share Units and the Cash Award shall thereafter vest as determined under Section 11.2(b) unless otherwise provided in the applicable Agreement.

11.2(c)     Termination for Cause. The following paragraph shall supplement Section 11.2(c) for purposes of Awards granted under this Annex 1:

If the Holder’s employment with the Company and its Subsidiaries shall be terminated by the Company or the Subsidiary for “cause” (as defined in Section 11.2(c) of the Plan), then, unless otherwise determined by the Committee and provided in the applicable Agreement, all (i) unpaid Cash Awards held by such Holder shall immediately terminate, and (ii) all cash amounts related to Restricted Shares or Restricted Share Units shall be forfeited immediately.

11.5    Written Agreement. The following paragraph shall supplement Section 11.5 for the purposes of Awards granted under this Annex 1:

Each Cash Award shall be evidenced by a cash award agreement in such form and containing such terms and provisions not inconsistent with the provisions of the Plan as the Committee from time to time shall approve. If more than one type of Award is granted to the one Holder, the cash award agreement may be separate from the Agreements evidencing such other types of Awards or may evidence the other types of Awards granted to such Holder. Any such Agreement may contain such provisions as the Committee deems appropriate and may be supplemented or amended from time to time as approved by the Committee and contemplated by Section 11.7(b).

11.9    Withholding. The following sentence shall supplement Section 11.9 for purposes of Awards granted under this Annex 1:

The foregoing powers of the Company and the Committee with respect to withholding for taxes shall apply to Cash Awards or cash amounts paid in settlement of any Award (or portion thereof) under the Plan.

11.12    Unfunded Plan. The following sentence shall supplement Section 11.12 for purposes of Awards granted under this Annex 1:


Neither the Company nor any Subsidiary of the Company shall be required to segregate any cash which may at any time be represented by Awards, and the Plan shall constitute an “unfunded” plan for the Company.

11.14    Accounts. The following sentence shall supplement Section 11.14 for purposes of Awards granted under this Annex 1:

The payment of any cash amounts payable in respect of an Award shall be for the account of the Company or the applicable Subsidiary of the Company, as the case may be, and any such payment shall not be made until the recipient shall have paid or made satisfactory arrangements for the payment of any applicable taxes as provided in Section 11.9.


ANNEX 2

This Annex 2 to the Liberty Global 2014 Incentive Plan governs Awards granted to independent contractors under the Plan or Annex 1. Any Awards granted pursuant to this Annex 2 are subject to all of the terms and conditions set forth in the Plan and Annex 1, as applicable, except as modified by the following provisions, which shall replace and/or supplement certain provisions of the Plan and Annex 1, as indicated below.

ARTICLE I

The following paragraph shall replace Section 1.1 of the Plan:

1.1    Purpose. The purpose of this Annex 2 of the Plan is to promote the success of the Company by providing a method whereby independent contractors providing services to the Company and its Subsidiaries may be awarded additional remuneration for services rendered and encouraged to invest in capital shares of the Company, thereby increasing their proprietary interest in the Company’s businesses, encouraging them to remain in the service of the Company or its Subsidiaries, and increasing their personal interest in the continued success and progress of the Company and its Subsidiaries. The Plan is also intended to aid in inducing independent contractors to agree to provide services to the Company and its Subsidiaries.

ARTICLE III

3.2    Powers. The following sentence shall supplement Section 3.2 for purposes of Awards granted under this Annex 2:

In making determinations hereunder, the Committee may take into account the nature of the services rendered by the independent contractors, their present and potential contributions to the success of the Company and its Subsidiaries, and such other factors as the Committee in its discretion deems relevant.

ARTICLE V

5.1    General. The following shall replace Section 5.1 for purposes of Awards granted under this Annex 2:

5.1    General. The Persons who shall be eligible to participate in the Plan to receive Awards under the Plan and Annex 1 shall, subject to Section 5.2, be such Persons who are independent contractors of the Company or its Subsidiaries as the Committee shall select. Awards may be made to independent contractors who hold or have held Awards under the Plan or Annex 1 or any similar or other awards under any other plan of the Company or any of its Affiliates. For purposes of this Section 5.1, Subsidiary shall mean a subsidiary within the meaning of Section 1159 of the Act.

ARTICLE VI

6.3    Term of Options. References in Section 6.3 to “employment” shall be replaced with references to “service” for purposes of Awards granted under this Annex 2.

ARTICLE VII

7.1    Grant of SARs. References in Section 7.1 to “employee” shall be replaced with references to “independent contractor” for purposes of Awards granted under Annex 2.

7.3    Free Standing SARs. References in Section 7.3 to “employment” shall be replaced with references to “service” for purposes of Awards granted under Annex 2.


ARTICLE IX

9.2    Rules. References in Section 9.2(c) to “employee” shall be replaced with references to “independent contractor” and references to “employment” shall be replaced with references to “service” for purposes of Awards granted under this Annex 2.

ARTICLE XI

11.1(a)    Death or Disability. References in Section 11.1(a) to “employment” shall be replaced with references to “service” for purposes of Awards granted under this Annex 2.

11.2    Termination of Service. Section 11.2(b) shall be deleted for purposes of Awards granted under this Annex 2. References in Sections 11.2(a), 11.2(c) and 11.2(d) to “employment” shall be replaced with references to “service” and references in Section 11.2(d) to “employee” shall be replaced with references to “independent contractor” for purposes of Awards granted under this Annex 2.

11.3    Right of Company to Terminate Service. References in Section 11.3 to “employment” and “employ” shall be replaced by references to “service” for purposes of Awards granted under this Annex 2.

11.12    Unfunded Plan. References in Section 11.12 to “employee” shall be replaced by references to “independent contractor” for purposes of Awards granted under this Annex 2, provided, however, that references to an “employee benefit trust” shall remain unchanged.







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