PROPOSAL 1

ELECTION OF DIRECTORS

~~Ten directors~~Five members of the Board of Directors of the Company (the "Board" or "Board of Directors") are ~~to be elected~~being nominated for election at the ~~2015 Annual General~~ Meeting to serve until our next annual general meeting of shareholders. The ~~ten~~five nominees are listed below together with brief biographies. As previously reported by the Company, Gerhard Zeiler is currently serving as a director but has decided not to stand for re-election. All nominees are incumbents. The Board of Directors has affirmatively determined that ~~six~~four of the ~~current directors~~nominees qualify as independent under the NASDAQ Marketplace Rules: John Billock, ~~Charles Frank,~~ Alfred Langer, ~~Bruce Maggin,~~ Parm Sandhu and Kelli Turner. At this time the Board of Directors knows of no reason why any nominee might be unable to serve as a director.

Director Nominees

John K. Billock, ~~66,~~70, has served as a Director and as our Chairman of the Board since April ~~15,~~ 2014. Mr. Billock is a member of the Board of Advisors of Simulmedia, Inc.He served as a Director of TRA Inc. and TiVo Research and Analytics, Inc. from 2007 to 2011 and as a Director of Juniper Content Corporation from January 2007 to December 2008. From October 2001 until July 2005, he was Vice Chairman and Chief Operating Officer of Time Warner Cable Enterprises LLC. Before joining Time Warner Cable, Mr. Billock was with Home Box Office from 1978 to 2001 and served as President of its US Network Group from 1997 to 2001 and President of Sales and Marketing from 1995 to 1997. Before joining HBO, Mr. Billock was a product manager with Colgate Palmolive Company. Mr. Billock received a BA degree in English and Religion from Wesleyan University and an MBA from Boston University. Mr. Billock brings to our Board and its committees experience from his many years in the media industry as well as extensive executive management experience.

~~Paul T. Cappuccio~~, 53, has served as a Director since October 2009. Mr. Cappuccio has been Executive Vice President and General Counsel of Time Warner Inc. since January 2001, in which capacity he oversees the worldwide management of Time Warner Inc.'s legal functions, collaborating with all of its operating businesses. From August 1999 until January 2001, Mr. Cappuccio was Senior Vice President and General Counsel at America Online. Before joining AOL, Mr. Cappuccio was a partner at the Washington, D.C. office of Kirkland & Ellis, one of the world's premier litigation and transactional law firms, where he specialized in telecommunications law, appellate litigation and negotiation with government agencies. From 1991 until 1993, Mr. Cappuccio was Associate Deputy Attorney General at the United States Department of Justice, where he advised Attorney General William P. Barr on matters relating to judicial selection, civil litigation, antitrust and civil rights. Prior to his service at the Justice Department, Mr. Cappuccio served as a law clerk at the Supreme Court of the United States and as a law clerk to Judge Alex Kozinski of the United States Court of Appeals for the Ninth Circuit in Pasadena, California. He is a 1986 graduate of Harvard Law School and a 1983 graduate of Georgetown University. Mr. Cappuccio, as general counsel of a global media company, brings significant large public company experience to our Board, including transactional and corporate governance expertise.

~~Charles R. Frank, Jr.~~, 77, served as a Director from 2001 until July 2009 and from March 2010 to the present. From July 2009 through February 2010, Mr. Frank served as interim Chief Financial Officer of the Company. Mr. Frank currently serves as a member of the Advisory Committee of the Sigma-Bleyzer Growth Fund IV. From 1997 to 2001, Mr. Frank was First Vice President and twice acting President of the European Bank for Reconstruction and Development, which makes debt and equity investments in Central and Eastern Europe and the former Soviet Union. From 1988 to 1997, Mr. Frank was a Managing Director of the Structured Finance Group at GE Capital and a Vice President of GE Capital Services. Mr. Frank served as Chief Executive Officer of Frank and Company from 1987 to 1988, and Vice President of Salomon Brothers from 1978 until 1987. Mr. Frank has held senior academic and government positions, including Deputy Assistant Secretary of State and Chief Economist at the U.S. Department of State, Senior Fellow at the Brookings Institution, Professor of Economics and International Affairs at Princeton University, and Assistant Professor of Economics at Yale University. Mr. Frank graduated from Rensselaer Polytechnic Institute with a B.S. in mathematics and economics before completing a Ph.D. in economics at Princeton University. Mr. Frank brings to the Board 38 years’ experience in the financial services industry, including 18 years relating to Central and Eastern Europe, as well as notable senior management experience.

~~Iris Knobloch~~, 52, has served as a Director since April 15, 2014. She has served as President of Warner Bros. France S.A. since 2006, in which capacity she oversees all of Warner Bros.’ business in France, including theatrical production and distribution, television distribution, home video, games, consumer products, online and emerging distribution technologies as well as Warner Bros.’ Home Entertainment business in the Benelux. She is also an independent director of Accor S.A. From 2001 to 2006, she served as Senior Vice President of International Relations of Time Warner Inc. From 1996 to 2001, Ms. Knobloch was Vice President of Business and Legal Affairs for Warner Home Video’s European management team in London, Los Angeles and Paris. Prior to that, Ms. Knobloch practiced law with Norr, Stiefenhofer & Lutz and O’Melveny & Myers, where she provided strategic counsel on international transactions to major U.S. and European media and entertainment clients. Ms. Knobloch received a J.D. degree from Ludwig-Maxmilians-Universitaet in Munich, Germany in 1987 and L.L.M. degree from New York University in 1992. Ms. Knobloch brings to our Board deep understanding of the media industry, particularly in Europe, as well as significant executive management experience.

Alfred W. Langer, ~~64,~~68, has served as a Director since 2000. Mr. Langer currently serves as a consultant to a number of privately held companies, primarily in Germany, in the areas of mergers and acquisitions, structured financing and organizational matters. From July 2001 until June 2002, Mr. Langer served as Chief Financial Officer of Solvadis AG, a German based chemical distribution and trading company. From October 1999 until May 2001, Mr. Langer served as Treasurer of Celanese AG, a German listed chemical company. From June 1997 until October 1999, Mr. Langer served as Chief Financial Officer of Celanese Corp., a U.S. chemical company. From October 1994 until July 1997, Mr. Langer served as Chief Executive Officer of Hoechst Trevira GmbH, a producer of synthetic fibers. From 1988 until September 1994, Mr. Langer served as a member of the Board of Management of Hoechst Holland N.V., a regional production and distribution company. Mr. Langer received an M.B.A. degree from the University GH Siegen. Mr. Langer brings to our Board and ~~Board~~its committees substantial financial and financial reporting expertise.

~~Bruce Maggin~~Parm Sandhu, ~~71,~~50, has served as a Director since 2002. Mr. Maggin has served, since its inception, as Managing Partner and Principal of the H.A.M Media Group, LLC, an international investment and advisory firm he founded in 1997 that specializes in the entertainment and communications industries. Until 2009, he also served as Executive Vice President and Secretary of Media and Entertainment Holdings, Inc. and was a Director of the company from 2005 until 2007. From 1999 to 2002, Mr. Maggin served as Chief Executive Officer of TDN Media, Inc., a joint venture between Thomson Multimedia, NBC Television and Gemstar-TV Guide International that sold advertising on proprietary interactive television platforms. Prior to that, Mr. Maggin had a long career with Capital Cities/ABC serving in a variety of financial and operational roles culminating as Head of the Multimedia Group, one of the company’s five operating divisions. He also represented Capital Cities/ABC on the Board of Directors of several companies, including ESPN, Lifetime Cable Television and In-Store Advertising, among others. Mr. Maggin has been a Director of PVH Corp. since 1987 and Chairman of its Audit Committee since 1997. Mr. Maggin is a member of the Board of Trustees of Lafayette College, from which he received a B.A. degree. He also earned J.D. and M.B.A. degrees from Cornell University. Mr. Maggin’s qualifications to serve on our Board and Board committees include his long career as a corporate financial executive, chief operating officer and private investor in the media industry, as well as his service as a director and chairman of the audit and compensation committees of several companies.

~~Parm Sandhu, 46, has served as a Director since September~~ 2009. Mr. Sandhu is Chairman of Crystal Almond Holdings Limited, the holding company for Wind Hellas, an integrated telecoms operator in Greece and of JPI Media Limited and dataffirm Limited as well as a non-executive director of ~~Eircom, Ireland’s incumbent telecoms service provider~~Hibu. He has previously served as non-executive director of Eir and ~~Chairman of Merapar, an early stage European media and technology investment fund and advisory firm. He~~ served as Chief Executive Officer of Unitymedia, Europe’s third largest cable operator, from 2003 to 2010. Prior to that, Mr. Sandhu was a Finance Director with Liberty Media International, where he pursued numerous strategic acquisitions, and held a number of senior finance and strategy positions during his six years with Telewest Communications plc. Before entering the technology, media and telecommunications sector, Mr. Sandhu worked at PricewaterhouseCoopers in London, where he qualified as a Chartered Accountant. He is a graduate of Cambridge University and holds ~~a first class~~an MA Honours degree in Mathematics. Mr. Sandhu brings to the Board and ~~Audit Committee~~its committees significant executive management experience in the European media and telecoms sector and considerable expertise in the cable industry, as well as extensive knowledge of financial and accounting matters.

~~Douglas S. Shapiro~~Kelli Turner, ~~46,~~48, has served as a Director since April 15, 2014. Mr. Shapiro has been Senior Vice President of International and Corporate Strategy at Time Warner Inc. since September 2013. From 2008 to September 2013, he ran the Time Warner Investor Relations group. Before joining Time Warner, from 1999 to 2007, Mr. Shapiro was the senior analyst covering the cable and satellite TV and media conglomerate sectors at Banc of America Securities and was the head of the Media and Telecommunications research team. Prior to that, he was the senior analyst covering the cable and satellite communications sectors at Deutsche Banc Securities. Early in his career, he also served as an economic consultant at KPMG Peat Marwick and as an economist at the U.S. Department of Labor. Mr. Shapiro received a B.A. degree in economics from the University of Michigan and is a Chartered Financial Analyst. Mr. Shapiro brings to the Board his broad experience in television distribution, public equity capital markets, including investor relations in a publicly traded global media company, and corporate strategy.

~~Kelli Turner, 44, has served as a Director since May~~ 2011. She is ~~EVP, Corporate Development~~President and ~~CFO~~Chief Operating Officer at SESAC, INC., a music rights licensing company. She is also general partner of RSL Venture ~~Partners, a venture capital fund whose principal investor is Ronald Lauder.~~Partners. She was previously President and Chief Financial Officer of RSL Management Corporation from February 2011 to April 2012. Prior to that, Ms. Turner ~~previously~~ was Chief Financial Officer and Executive Vice President of Martha Stewart Living Omnimedia, Inc. (“MSLO”), a diversified media and merchandising company, from 2009 to 2011, where she was responsible for all aspects of the company’s financial operations, while working closely with the executive team in shaping MSLO’s business strategy and capital allocation process. ~~She also had oversight responsibility for financial planning, treasury, financial compliance and reporting, and investor relations, as well as key administrative functions.~~ A lawyer and a registered CPA with significant experience in the media industry, Ms. Turner joined MSLO in 2009 from Time Warner Inc., where she held the position of Senior Vice President, Operations in the Office of the Chairman and CEO. Prior to that, she served as SVP, Business Development for New Line Cinema from 2006 to 2007 after having served as Time Warner Inc.’s Vice President, Investor Relations from 2004 to 2006. Ms. Turner worked in investment banking for many years with positions at Allen & Company and Salomon Smith Barney prior to joining Time Warner Inc. Early in her career, she also gained tax and audit experience as a CPA at Ernst & Young, LLP. Ms. Turner received her undergraduate business degree and her law degree from ~~The~~the University of Michigan. Ms. Turner brings to our Board and its committees a strong financial and business background in the media industry.

~~Gerhard Zeiler~~Trey Turner, ~~59,~~44, has served as a Director since ~~April 15, 2014. Since 2012~~December 2018. Mr. ~~Zeiler has served as President~~Turner is Chief Financial Officer for Turner International, Inc. ("Turner International"), an affiliate of Warner Media. He is responsible for all of Turner ~~Broadcasting System, Inc., a Time Warner affiliate. He has been non-executive chairman~~International’s financial operations, and is an active partner and contributor in shaping the direction of ~~GAGFAH S.A., one~~Turner International’s business and implementing its strategy. Prior to this, Mr. Turner was Senior Vice President - Corporate Finance, Mergers & Acquisitions for Turner International, overseeing consolidated financial planning and corporate development activities for the company. Mr. Turner joined Turner International as Director of Finance for CNN worldwide where he was responsible for strategic finance support, leading the ~~largest residential property companies listed in Germany, since March 2014.~~financial analysis and business justification for new initiatives, partnerships and investments. Prior to joining Turner ~~Broadcasting,~~International, he was ~~Chief Executive Officer~~with the corporate finance department of ~~RTL Group~~Stephens Inc., a leading investment bank and private equity firm. Mr. Turner earned a Bachelor of Science degree in Analytical Finance from ~~2003 to 2012~~Wake Forest University, where he graduated cum laude and ~~a member~~currently serves on the Alumni Council for the School of the executive board of international media group Bertelsmann SE & Co. KGaA from 2005 to 2012. Mr. Zeiler was Chief Executive Officer of RTL Television from 1998 to 2005 and Chief Executive Officer of ORF, the Austrian broadcasting corporation, from 1994 until 1998. Before that, he was Chief Executive Officer of RTL II from 1992 to 1994, Chief Executive Officer of Tele 5 from 1991 to 1992, and Secretary General of ORF from 1986 to 1990. He started his career as a journalist and later spokesman for two Austrian Chancellors. Mr. ZeilerBusiness. Mr.Turner brings to our Board ~~his extensive~~broad experience in ~~television broadcasting in Europe~~finance and planning as ~~the principal~~a senior executive ~~officer~~ of ~~two~~a major media ~~companies.~~company in Europe.

There is no arrangement or understanding between any director nominee and any other person pursuant to which such person was selected as a director other than ~~(i) Paul T. Cappuccio,~~Trey Turner, who was nominated by ~~Time Warner Inc. pursuant to the terms of an investor rights agreement dated as of May 18, 2009, as amended, among the Company, Time~~ Warner Media ~~Holdings B.V. and certain other parties and (ii) Iris Knobloch, Douglas Shapiro and Gerhard Zeiler, who were also nominated by Time Warner Inc.~~ pursuant to the terms of a framework agreement dated as of February 28, 2014, among the Company, ~~Time Warner Inc. and Time~~ Warner Media ~~Holdings B.V.~~and TWBV, whereby Warner Media has the right to appoint one less director than the number required to constitute a majority of our Board of Directors, provided that Warner Media continues to own at least 40% of the voting power of the Company.

Vote Required; Recommendation

The election of the Board of Directors requires a simple majority of the votes cast at the Meeting, in person or by ~~proxy,~~proxyholders present at the Meeting, provided that a quorum is present. Abstentions and broker non-votes will be included in determining the presence of a quorum, but are not counted as votes ~~cast.~~ ~~Unless otherwise indicated, the accompanying form of Proxy will be voted FOR the election of the ten named nominees to the Company’s Board of Directors.~~cast for this proposal.

THE BOARD OF DIRECTORS ~~UNANIMOUSLY~~ RECOMMENDS A VOTE IN FAVOR OF THE ELECTION OF THE ~~TEN~~FIVE NAMED NOMINEES TO THE COMPANY’S BOARD OF DIRECTORS.

CORPORATE GOVERNANCE AND BOARD OF DIRECTORS MATTERS

We abide by the corporate governance principles set out in our Corporate Governance Guidelines and outlined below to ensure that the Board of Directors is independent from management, that the Board of Directors adequately performs its function as the overseer of management and that the interests of the Board of Directors and management are aligned with those of shareholders.

~~On an annual basis, directors~~Corporate Governance Guidelines

The Corporate Governance Guidelines assist the Board in the exercise of its responsibilities and ~~executive officers complete questionnaires that are used to establish~~serve as a general framework within which the Board operates, including in respect of Board composition and qualifications, director independence, ~~of independent directors as well as of the members of the Audit Committee~~standing committees and the ~~Compensation Committee, to confirm the qualifications~~term and retirement of ~~the members of~~Directors. Our Corporate Governance Guidelines are available on our Audit Committee and to disclose any transaction with us or our subsidiaries in which a director or executive officer (or any member of his or her immediate family) has a direct or indirect material interest.website at www.cme.net.

Director Independence

The NASDAQ Marketplace Rules require that a majority of the directors be “independent directors”. For a director to be considered independent, the Board must determine that the director (and in some cases, members of a director’s immediate family) has no material relationship with us or our subsidiaries and that the director is free of any other relationship, whether with us or otherwise, that would interfere with his or her exercise of independent judgment. ~~The Board has affirmatively determined~~

On an annual basis, the Corporate Governance/Nominating Committee reviews all material relationships any Director nominee and any director who is serving a term currently may have with the Company. Directors complete questionnaires that ~~six~~are used to establish the independence of independent directors as well as of the members of the Audit Committee and the Compensation Committee, to confirm the qualifications of the members of our ~~ten directors have no material~~Audit Committee and to disclose any transaction with us or our subsidiaries in which a director or executive officer (or any member of his or her immediate family) has a direct or indirect relationship with us and qualify as independent directors pursuant to the corporate governance standards of NASDAQ as well as an evaluation of factors specific to each director. The independent directors are John Billock, Charles Frank, Alfred Langer, Bruce Maggin, Parm Sandhu and Kelli Turner.

material interest. In the course of the determination by the Board regarding the independence of each director, it considered the beneficial ownership of such director or his or her affiliates in the Company as well as any transactions or arrangements that each director has with us.

Following an evaluation of factors specific to each director, the Board has affirmatively determined that four Director nominees have no material direct or indirect relationship with us and qualify as independent directors pursuant to the NASDAQ Marketplace Rules: John Billock, Alfred Langer, Parm Sandhu and Kelli Turner.

Independent Director Meetings

Our independent directors meet in regularly scheduled executive sessions. The non-executive Chairman of the Board presides over the meetings of the independent directors. During ~~2014,~~2018, the independent directors held ~~three~~four such meetings.

Codes of Conduct

The Company has codes of conduct that are applicable to all employees and directors. These policies reinforce the importance of integrity and ethical conduct in our business, reflect the ~~more~~ robust policy framework that ~~now~~ exists within the Company and clarify the procedures for handling whistleblower complaints and other concerns. The Standards of Business Conduct applies to the Company’s employees and sets forth policies pertaining to employee conduct in the workplace, including the accuracy of books, records and financial statements, insider trading, electronic communications and information security, protection of personal data, confidentiality, conflicts of interest, anti-bribery and competition laws. The Standards of Business Conduct also includes information on how employees may report whistleblower complaints or raise concerns regarding questionable conduct or policy violations and provides for the anonymous, confidential submission by employees or others of any complaints or concerns about us or our accounting, internal accounting controls or auditing matters. The Standards of Business Conduct prohibits retaliation against employees who avail themselves of the policy. Failure to observe the terms of the Standards of Business Conduct can result in disciplinary action (including termination of employment).

The Company also has a Code of Conduct for Non-Employee Directors, which assists the Company’s non-employee directors in fulfilling their fiduciary and other duties to the Company. In addition to affirming the directors’ obligations to act ethically and honestly, the code also addresses conflicts of interest, compliance with applicable laws and confidentiality.

Both the Standards of Business Conduct and the Code of Conduct for Non-Employee Directors are available on our website at ~~www.cme.net~~.www.cme.net. They are also available in print to any shareholder ~~upon~~on request.

Director Nominating Process

The Corporate Governance/Nominating Committee will consider candidates for membership on the Board of Directors who are ~~recommended~~proposed by qualifying shareholders. Under our Bye-laws and the Corporate Governance/Nominating Committee charter, a qualifying shareholder is any shareholder who has provided evidence that he or she has been the beneficial owner of at least 5% of any class of our outstanding stock for a period of at least one ~~year.~~year as of the date of the delivery of such proposal. In order to be considered for membership, candidates must meet the criteria and qualifications specified by the Corporate Governance/Nominating Committee from time to time, including having relevant professional experience; possessing a knowledge of our business; and being eligible under standards established by the SEC, NASDAQ or relevant law. In addition, the Committee may take into account special needs for diversity of experience and background as may arise from time to time. The Committee does not apply specific weights to particular criteria, nor does it have a separate policy with regard to the consideration of diversity. These criteria apply to all nominees, whether ~~recommended~~proposed by a shareholder, another director, management or otherwise. Recommendations must be in writing and addressed to the Chairman of the Corporate Governance/Nominating Committee in care of the Company Secretary, CME Media Services Limited, Křižíženeckého náměstí 1078/5, 152 00 Prague 5, Czech Republic. A copy of the Corporate Governance/Nominating Committee charter is available on our website at ~~www.cme.net~~.www.cme.net. It is also available in print to any shareholder on request.

Information submitted to the Corporate Governance/Nominating Committee must include the name, address and relationship to the Company of the proposed nominee and the proposing shareholder, and such information with respect to the nominee as would be required under the rules and regulations of the SEC to be included in our proxy statement if such proposed nominee were to be included therein. The shareholder shall include a statement to the effect that the proposed nominee has no direct or indirect business conflict of interest with us and otherwise meets our published criteria for consideration as a nominee for director. To be considered for inclusion in our proxy statement for an Annual General Meeting, our Bye-Laws and the Corporate Governance/Nominating Committee charter stipulates that ~~recommendations~~proposals must be received by us at least 120 calendar days prior to the anniversary date of our proxy statement for the prior year’s Annual General Meeting and include all required information. In the case of the ~~2016~~2020 Annual General Meeting, this deadline is ó[•], ~~2016.~~2019.

Shareholder Communications and Proposals

The Corporate Governance/Nominating Committee charter provides a process by which shareholders may communicate with the Company or the Board of Directors. Shareholders may submit ~~such~~ communications in writing to the Chairman of the Corporate Governance/Nominating Committee in ~~the~~ care of the Company Secretary, CME Media Services Limited, Křižíženeckého náměstí 1078/5, 152 00 Prague 5, Czech Republic. The ~~Company Secretary~~Chairman of the Corporate Governance/Nominating Committee shall determine, in his discretion, considering the identity of the submitting shareholder and the materiality and appropriateness of the communication, whether, and to whom within the Company, to forward the communication. ~~The~~Our Bye-Laws and the Corporate Governance/Nominating Committee charter stipulates that proposals for inclusion in our Annual General Meeting proxy statement must be in writing (including the form of proposal to be included in the Company’s proxy statement and a brief description as to why the passing of the proposal is beneficial to the Company) and received at least 120 days prior to the anniversary date of our proxy statement for the prior year’s Annual General Meeting in order for the Company to consider including such proposal in its proxy statement. In the case of the ~~2016~~2020 Annual General Meeting, this deadline is ó[•], ~~2016.~~2019.

Meetings of the Board of Directors

~~The Board of Directors currently consists of ten members.~~ During the year ended December 31, ~~2014,~~2018, the Board of Directors met ~~or acted by unanimous consent,~~ on 10six occasions. In ~~2014,~~2018, all incumbent members of the Board of Directors attended at least 75% of the aggregate number of meetings of the Board of Directors and the committees of the Board of Directors on which they served during the periods that they ~~served.~~served other than Mr. Billock, who attended 71% of such meetings¹.

We are incorporated in Bermuda and have held our annual general meetings in Bermuda since incorporation. Senior members of management have been present by teleconference at each annual general meeting to answer any questions posed by shareholders. Historically, shareholders have not attended annual general meetings in person, which we attribute to our policy of regular and detailed communication with our shareholders and investors through regular meetings with management, quarterly earnings calls, investor conferences and other investor relations activities. ~~Last year no directors attended the annual general meeting.~~ In view of the fact that shareholders have not historically attended annual general meetings, we have not adopted a specific policy regarding the attendance of directors at the annual general meeting. Attendance is left to the discretion of individual directors. One director was present at the 2018 Annual General Meeting.

Committees of the Board of Directors

Audit Committee. The Audit Committee is currently composed of Messrs. Langer ~~(Chairman), Frank,~~and Sandhu and Ms. ~~Turner.~~Turner (Chair). The members of the Audit Committee satisfy the relevant independence and expertise requirements set forth in the SEC regulations and the NASDAQ Marketplace Rules. In addition, the Board has determined that Messrs. ~~Frank,~~ Langer and Sandhu and Ms. Turner each qualify as “audit committee financial experts”. The responsibilities of the Audit Committee include (i) selecting and overseeing the independent registered public accounting firm to be retained by us; (ii) approving the engagement of the independent registered public accounting firm for audit, audit-related, tax-related and other services; (iii) reviewing with the independent registered public accounting firm the scope and results of these engagements; (iv) overseeing our financial reporting activities and internal controls and procedures and reviewing the risk register with management; (v) reviewing complaints under the Standards of Business Conduct relating to accounting, internal accounting controls or auditing matters; and (vi) conducting other reviews relating to compliance by us and our employees with our policies and any applicable laws. In addition, the Audit Committee is responsible for advising on the Company’s corporate finance activities, including its capital structure, equity and debt financings, banking activities and relationships, foreign exchange and stock repurchase activities. During the fiscal year ended December 31, ~~2014,~~2018, the Audit Committee met on ~~nine~~eight occasions.

The Audit Committee acts under a written charter first adopted and approved by the Board of Directors in June 2000. An amended and restated Audit Committee charter was subsequently adopted by the Board of Directors on November 20, 2002 and amended on March 27, 2003, April 6, 2004, February 2, 2006, February 14, 2007, December 12, 2011, December 9, 2013 and September 9, 2014. The Audit Committee charterwhich is available on our website at ~~www.cme.net~~.www.cme.net. It is also available in print to any shareholder on request.

Corporate Governance/Nominating Committee. The Corporate Governance/Nominating Committee is composed of Messrs. Billock, Langer ~~Maggin~~ and Sandhu ~~(Chairman)~~(Chair). The members of the Corporate Governance/Nominating Committee satisfy the independence requirements set forth in the NASDAQ Marketplace Rules. The Corporate Governance/Nominating Committee is responsible generally for ensuring that the Board and its committees are appropriately constituted in order to conform with applicable legal requirements. Responsibilities of the Corporate Governance/Nominating Committee include selecting, or recommending to the Board, candidates for the Board of Directors and committees of the Board. In addition, the Corporate Governance/Nominating Committee is responsible for reviewing, ratifying or approving ~~our~~any related party transactions that are subject to review or approval under relevant SEC regulations and the NASDAQ Marketplace Rules. During the fiscal year ended December 31, ~~2014,~~2018, the Corporate Governance/Nominating Committee met ~~or acted by unanimous consent,~~ on ~~five~~four occasions.

The Corporate Governance/Nominating Committee acts pursuant to a written charter adopted by the Board of Directors in April 2004 and amended on February 2, 2006, February 4, 2008, September 10, 2013 and December 9, 2014. A copy of the Corporate Governance/Nominating Committee charterwhich is available on our website at ~~www.cme.net~~.www.cme.net. It is also available in print to any shareholder on request.

¹ Mr. Billock was not able to attend meetings of the Board of the Directors and the committees of the Board on which he serves on two occasions because of family bereavements. Absent those circumstances, he would have attended more than 75% of the aggregate number of meetings of the Board of Directors and the committees on which he serves.

Compensation Committee. The Compensation Committee is composed of Messrs. Billock (Chair) and ~~Maggin (Chairman)~~Sandhu and Ms. Turner. The members of the Compensation Committee satisfy the relevant independence requirements set forth in the SEC regulations and the NASDAQ Marketplace Rules. During the fiscal year ended December 31, ~~2014,~~2018, the Compensation Committee met ~~or acted by unanimous consent,~~ on ~~eight~~five occasions.

Our executive compensation ~~policies~~programs are established, reviewed or approved by the Compensation Committee. Compensation for this purpose means all forms of remuneration, including salaries, bonuses, annual and long-term incentive compensation, equity-based compensation, benefits, perquisites and severance pay or payments made on a change of control. The responsibilities of the Compensation Committee include (i) reviewing and determining the compensation of the principal executive officers; (ii) in consultation with the principal executive officers, reviewing and determining the compensation of the named executive officers listed in the Summary Compensation Table and reviewing the compensation of other senior executives who report to the principal executive officers; (iii) reviewing annually the performance of the principal executive officers; (iv) reviewing and making recommendations to the Board of Directors in respect of non-employee director compensation; and (v) administering the Company's stock incentive plan, including granting equity compensation and setting the terms thereof pursuant to the stock incentive plan. Additional information on compensation policies and consideration of executive compensation is included in the Compensation Discussion and Analysis section below.

The Compensation Committee acts pursuant to a written charter ~~adopted by the Board of Directors on February 13, 2003 and amended on April 6, 2004, February 14, 2007 and September 10, 2013. The charter~~which is available on our website at ~~www.cme.net~~.www.cme.net. It is also available in print to any shareholder on request.

Board Leadership Structure and Role in Risk Oversight

Since April 2014, Mr. ~~John~~ Billock has served as non-executive Chairman. The Chairman is appointed annually following the ~~annual general meeting~~Annual General Meeting by at least a majority vote of the remaining directors. The role of the Chairman is to preside over meetings of the Board as well as meetings of the independent directors. The Chairman also provides advice to management. Since September 2013, the Company has had two co-Chief Executive Officers, Michael Del Nin and Christoph Mainusch, who are not members of the Board. Mr. Del Nin oversees corporate matters and Mr. Mainusch focuses primarily on operations. We believe that this is the most appropriate Board structure for the Company. Mr. Billock, with his extensive prior media and executive experience, leads the Board in providing broad oversight of our overall strategy and the development of the Company, and Mr. Del Nin and Mr. Mainusch, our ~~co-CEOs,~~co-Chief Executive Officers, utilizing their extensive management and operational experience in overseeing the Company’s day-to-day operations, are dedicated to achieving the business objectives of the Company in terms of operating and financial performance.

The Company has created a robust framework to effectively identify, assess, and manage risk. Senior management has primary responsibility for the daily management of risks, while the Board provides regular oversight, both as a whole and through its committees. The Audit Committee is responsible for an annual review of a risk register prepared by senior management. The Company’s risk register identifies and evaluates the key strategic, operating, financial and compliance risks that the Company faces and proposes ways in which to effectively manage such risks in the short- and long-term. In addition, our ~~co-CEOs~~co-Chief Executive Officers consult regularly with directors regarding strategic and operational risks. Generally, the Board holds four regularly scheduled meetings per year at which ~~Directors~~directors receive a presentation regarding the business as well as relevant strategies, challenges, risks and opportunities for the Company. Senior management is in attendance at quarterly Board meetings and is available for discussions with the Board regarding risk management and any other concerns. Finally, through the authority delegated by the Board, the Corporate Governance/Nominating Committee, Compensation Committee and Audit Committee are tasked with oversight of governance, related party, compensation and treasury or finance risks, respectively. Committees report to the full Board quarterly.

EXECUTIVE OFFICERS

Set forth below is certain information describing our current executive officers, all of whom are Named Executive Officers (as defined below). The ~~term~~terms of office of such officers ~~unless otherwise set forth in an employment agreement, is~~are at the discretion of the Board of Directors and/or the co-Chief Executive Officers.

Michael Del Nin, ~~44,~~48, has served as the Company’s co-Chief Executive Officer since September 2013. From October 2009 until September ~~15,~~ 2013, he was a member of the Company’s Board of Directors. Prior to his appointment as co-Chief Executive Officer of the Company, Mr. Del Nin was the Senior Vice President of International and Corporate Strategy at Time Warner Inc. from April 2008 until September 2013, in which capacity he helped drive Time Warner Inc.’s global strategy and business development initiatives, with a particular focus on international operations and investments. From 2006 to 2008, Mr. Del Nin was the Senior Vice President responsible for Mergers and Acquisitions. Prior to joining Time Warner Inc., Mr. Del Nin was Senior Vice President, Business Development, at New Line Cinema. In that role Mr. Del Nin analyzed the economics of the studio’s film and television projects while helping to develop and implement New Line Cinema’s long-term business plan. Prior to joining New Line Cinema, Mr. Del Nin was an investment banker focused on the media industry at Salomon Smith Barney in New York. Mr. Del Nin holds an undergraduate business degree from Bocconi University and a law degree from the University of New South Wales.

Christoph Mainusch, ~~52,~~56, has served as the Company’s co-Chief Executive Officer since September 2013. Prior to joining the Company, he was an advisor to the President of Turner Broadcasting International, a wholly-owned subsidiary of Time Warner Inc., where he consulted on various projects from April 2013 until September 2013. From March 2004 to December 2012, Mr. Mainusch was a member of the Operational Management Committee of the RTL Group, a European entertainment network. From September 2009 to February 2012, Mr. Mainusch served as Chief Executive Officer of the Alpha Media Group in Greece, a terrestrial broadcast company partly owned by the RTL Group. Mr. Mainusch served as Chief Executive Officer of RTL Televizija in Croatia from 2004 to 2009. From 1996 until 2004, Mr. Mainusch served as Chief Executive Officer of ACS Media GmbH. Mr. Mainusch started his career as a freelancer for the public broadcaster Bayerischer Rundfunk in 1987, followed by several positions at commercial broadcasters SAT.1, Tele 5, and RTL 2.

Daniel Penn, ~~49,~~53, joined the Company in 2002 and has served as General Counsel and Company Secretary since 2004. Mr. Penn was named an Executive Vice President of the Company in February 2010. Prior to joining the Company, he served as General Counsel and Head of Developments/Business Affairs in an internet publishing business and in a multinational telecommunications company. He began his career in private practice with the law firm Mayer Brown, where he worked in their offices in New York, London and Tashkent, Uzbekistan. Mr. Penn graduated from Princeton University with a B.A. from the Woodrow Wilson School of Public and International Affairs and a Certificate of Achievement in Russian Studies. He received a J.D. from the Columbia University School of Law, where he served as Editor-in-Chief of the Columbia Law Review.

David Sturgeon, ~~45,~~49, has served as the Company’s Chief Financial Officer since June 5, 2014 when he was also named an Executive Vice President of the Company. Prior to that, he served as Acting Chief Financial Officer ~~since~~from October ~~29,~~ 2013 and as Deputy Chief Financial Officer from July 2009. He oversees all of the Company's finance, accounting, business systems, internal audit, treasury and tax activities. Mr. Sturgeon joined the Company as Group Financial Controller in 2005, prior to which he was with Equant N.V., from 2002. From 1990 to 2002, Mr. Sturgeon was a member of Arthur Andersen’s Technology, Media and Communications ~~practice, advising clients primarily in the areas of financial reporting and control, corporate finance and capital markets transactions.~~practice. Mr. Sturgeon graduated from Oxford University with an M.A. in Philosophy, Politics and Economics and is a Chartered Accountant.

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis provides information about the Company’s compensation programs and policies for our Named Executive Officers. In 2018, our Named Executive Officers were the co-Chief Executive Officers, the Chief Financial Officer and the General Counsel.

Philosophy and Objectives of Compensation Programs

General Philosophy

We believe the total compensation of our ~~executive officers~~Named Executive Officers as well as other members of management and employees should support the following objectives:

Attract, retain and ~~retain executives~~motivate personnel with the experience and expertise to drive us to achieve our objectives. ~~This means that we~~We provide opportunities to earn significant compensation ~~opportunities~~ to key executives and other managers who are able to deliver competitive results.

Create a mix of short-term and long-term compensation to ~~achieve a balance between current income and long-term incentive opportunities that~~ promote attention to both annual and multi-year business objectives without encouraging unnecessary or excessive risk-taking. The mix between short-term and long-term compensation is also designed to reflect the roles and responsibilities of individual ~~employees and to have~~managers, with a substantially higher percentage of the total potential compensation of senior executives tied to variable (versus fixed) pay than other employees.

Reward executives for creating shareholder value. This means that our long-term ~~incentive programs~~incentives are equity-based, including performance-based awards, and ~~are intended to~~ represent a significant percentage of the total potential compensation that senior executives may earn.

Create a strong culture that rewards results. This means that ~~incentive plans~~compensation is designed to reward the achievement of specific ~~financial and operating~~ performance goals of the Company and ~~individual performance through~~that the ~~use~~opportunity to earn an annual incentive and performance-based awards requires a threshold level of ~~specific personal goals and objectives.~~performance.

Ensure compensation is appropriate in light of our profile, strategy and anticipated performance. This means that the Compensation Committee places significant emphasis on our specific strategy and performance in the ultimate determination of compensation decisions.

Beginning in 2015, the Company has adapted its executive compensation programs to further these objectives. The most significant of these changes has been the transition of the Company’s pay practices to increase the percentage of variable compensation for Named Executive Officers, which is compensation that is tied to objective performance measures or that is equity-based. This includes the incorporation of performance-based long-term incentive programs for Named Executive Officers in to the Company’s compensation programs. The first such program was adopted in 2015; following its conclusion during 2018, the Company adopted a new performance-based long-term incentive program at the end of 2018 (as described below under “Elements of Compensation ~~Design~~- Long Term Equity Incentive Programs”).

2018 Company Performance in Review

The Company’s strong operating results in 2018 reflect the considerable progress it has made in the execution of its strategy. The Company maintained its audience share leadership and television advertising market shares in 2018 by leveraging its competitive advantages and making targeted investments in local programming in certain markets. In addition, it achieved another year of robust growth in carriage fee revenues and expanded its online offerings to further diversify its revenue streams. Building on the momentum of prior years, the Company took advantage of overall growth in its television advertising markets, its successful efforts to increase carriage fees and its focus on controlling costs to achieve further improvements in the profitability of its operations and free cash flow generation, which increased by nearly 30% compared to 2018.

2018 Financial Highlights

We evaluate our consolidated results and the performance of our operating segments based on net revenues and OIBDA². These metrics for the years ended December 31, 2018 and 2017 are summarized in the tables below:



	For The Year Ending December 31, (US$ 000's)
							Movement
	2018			2017			% Act		% Lfl
Net revenues	$	703,906		$	642,868		9.5	%	5.3	%
Operating income	177,587			139,914			26.9	%	25.1	%
Operating margin	25.2		%	21.8		%	3.4 p.p.		4.0 p.p.
OIBDA	222,674			179,767			23.9	%	20.9	%
OIBDA margin	31.6		%	28.0		%	3.6 p.p.		4.0 p.p.

(a)

While the reporting currency of the Company is the dollar, our consolidated revenues and costs are divided across a range of European currencies and the Company’s functional currency is the Euro. Given the significant movement of the currencies in the markets in which we operate against the dollar, we believe that it is useful to provide percentage movements based on actual (“% Act”) percentage movements, which includes the effect of foreign exchange, as well as like-for-like percentage movements (“% Lfl”). The like-for-like percentage movement references reflect the impact of applying the current period average exchange rates to the prior period revenues and costs.

Consolidated net revenues increased 10% at actual rates and 5% at constant exchange rates in 2018 compared to 2017 due to an increase in both television advertising revenues and carriage fee and subscription revenues. Television advertising spending in the Company’s markets grew an estimated 3% at constant rates in 2018 compared to 2017. Consolidated television advertising revenues grew 7% at actual rates and 3% constant rates due to increases in advertising spending in our four largest markets. Carriage fees and subscription revenues increased 19% at actual rates and 15% at constant rates, primarily due to additional carriage fees from higher prices in contracts with cable, satellite and internet protocol television operators in Slovenia since those operations ceased broadcasting on digital terrestrial transmission in January 2017.

Costs charged in arriving at OIBDA increased by 4% at actual rates and decreased by 1% at constant rates in 2018 compared to 2017. Content costs were broadly flat at constant rates, as the Company offset higher spending for more original local content in certain markets with savings in foreign acquired content. The decrease in costs overall was driven primarily by lower personnel expenses, transmission fees and bad debt charges.

The Company’s efforts to control costs while improving revenues led to a fifth consecutive year of OIBDA margin expansion, which increased to 32% in 2018 from 28% in 2017.

² OIBDA, which includes program rights amortization costs, is determined as operating income / (loss) before depreciation, amortization of intangible assets and impairment of assets and certain unusual or infrequent items that are not considered by our chief operating decision makers when evaluating our performance. For a quantitative reconciliation of non-GAAP financial measures to the most directly comparable financial measurements in accordance with GAAP, see Part II, Item 8, Note 20 to the Company’s financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2018 accompanying this proxy statement.

Free Cash Flow and Unlevered Free Cash Flow



	For The Year Ending December 31, (US$ 000's)
	2018			2017			Movement
Net cash generated from operating activities	$	109,024		$	93,301		16.9	%
Capital expenditures, net	(24,540		)	(27,947		)	12.2	%
Free cash flow	84,484			65,354			29.3	%
Cash paid for interest (including mandatory cash-pay Guarantee Fees)	43,350			47,197			(8.2	)%
Cash paid for Guarantee Fees previously paid in kind	27,328			—			NM ⁽¹⁾
Cash paid for Guarantee Fees that may be paid in kind	812			8,343			(90.3	)%
Unlevered free cash flow	$	155,974		$	120,894		29.0	%

⁽¹⁾Number is not meaningful.

Our unlevered free cash flow³ increased in 2018 compared to 2017, reflecting higher cash collections from revenue growth as well as lower capital expenditure. This was partially offset by higher cash paid for income taxes.

Although the Company’s interest expense decreased significantly during 2018 compared to 2017, the proportion of interested expense the Company was required to pay in cash increased. In addition, the repayments made by the Company in 2018 included the repayment in the third quarter of US$ 27.3 million of guarantee fees that were paid in kind in prior years. The cash paid for guarantee fees previously paid in kind was reflected in both free cash flow and net cash generated from continuing operating activities. The Company ended 2018 with cash of US$ 62.0 million.

Key Developments in 2018

The Company's successful effort to control costs while continuing to increase net revenues resulted in an increase in OIBDA year-on-year by nearly 24% at actual rates. That reflects the fifth consecutive year where OIBDA has grown at an annual rate in excess of 20% and the twentieth consecutive quarter where trailing twelve-month OBIDA has grown.


^*	At actual rates.

³ Free cash flow is defined as cash flows from operating activities, less purchases of property, plant and equipment, net of disposals of property plant and equipment and excludes the cash impact of certain unusual or infrequent items that are not included in costs charged in arriving at OIBDA in our financial statements because they are not considered by our chief operating decision makers when evaluating our performance. Unlevered free cash flow is free cash flow before the payment of interest and commitment and guarantee fees on our senior debt.

In addition to the sustained improvements in OIBDA, the Company has made significant progress in reducing its indebtedness.

Improving the Capital Structure

Since the beginning of 2018, the Company has taken a number of steps to pay down a significant portion of its long-term debt and related interest and guarantee fees in order to achieve a significant reduction in its indebtedness and cost of borrowing.

On February 5, 2018, the Company entered into an amendment to extend the maturity of one of its Euro-denominated senior term credit facilities (the “2019 Euro Loan”) from November 1, 2018 to May 1, 2019, and shortly thereafter repaid EUR 50 million (approximately US$ 61.6 million at the date of payment) of the outstanding principal amount of that loan with cash on hand.

On April 25, 2018, the Company entered into a series of amendments to extend the maturity dates and modify certain other terms of its Euro-denominated senior credit facilities maturing in 2021 (the “2021 Euro Loan”) and 2023 (the “2023 Euro Loan”) and its revolving credit facility (the “2023 Revolving Credit Facility”) as well an amendment of the reimbursement agreement (the “Reimbursement Agreement”) with Warner Media, to reduce the rates under the pricing grid in the Reimbursement Agreement used to calculated the guarantee fees payable to it as the guarantor of the Company’s currently outstanding senior indebtedness.

During the second quarter of 2018, the Company also received proceeds of US$ 100.9 million from the exercise of 100,926,996 warrants by Warner Media as well as an additional US$ 4.8 million from the exercise of warrants by other shareholders prior to their expiration on May 2, 2018. On May 3, 2018, the Company repaid an additional EUR 110.0 million (approximately US$ 132.0 million at May 3, 2018 rates) of the outstanding principal amount of the 2019 Euro Loan with proceeds from the warrant exercises as well as cash generated by the business.

Due to the significant increase in cash generated by the business, on January 31, 2019 the Company repaid EUR 60.0 million (approximately US$ 68.9 million at January 31, 2019 rates) of the outstanding principal balance of the 2021 Euro Loan. The outstanding principal amount on this loan is currently EUR 150.3 million and it represents the Company’s nearest maturity, in November 2021.

Croatian Transaction

In July 2017, the Company agreed to sell its operations in Slovenia and Croatia to Slovenia Broadband S.a.r.l., a wholly owned subsidiary of United Group B.V., subject to the receipt of regulatory approvals and other customary closing conditions. On July 5, 2018, the sale agreement was amended to permit the sale of the Croatian operations (the "Croatian Transaction") and the Slovenia operations separately.

The Croatian Transaction was completed on July 31, 2018 and the Company received cash consideration (including a working capital adjustment) of EUR 86.4 million (approximately US$ 101.4 million at July 31, 2018 rates). The Company used the proceeds from the Croatian Transaction together with surplus cash on hand to repay EUR 40.8 million (approximately US$ 47.9 million at July 31, 2018 rates) of the outstanding principal amount of the 2019 Euro Loan plus accrued interest and to repay EUR 25.0 million (approximately US$ 29.3 million at July 31, 2018 rates) of the outstanding principal amount of the 2021 Euro Loan. In addition, the Company applied US$ 41.2 million toward the repayment of guarantee fees payable as of the date of repayment on the 2019 Euro Loan and guarantee fees and a commitment fee previously paid in kind payable in connection with the repayment made on the 2021 Euro Loan.

On January 18, 2019, the Company terminated the agreement for the sale of the Slovenian operations as the requisite regulatory approvals had not been received as of the long stop date then in effect.

Accelerating Deleveraging

As a result of these repayments, the Company reduced the amount of senior long-term debt by more than 25%. As at December 31, 2018, the Company’s aggregate principal amount of senior debt outstanding was less than US$ 800.0 million, compared to US$ 1.1 billion as at December 31, 2017.



	Q4 2015	Q1 2016	Q2 2016	Q3 2016	Q4 2016	Q1 2017	Q2 2017	Q3 2017	Q4 2017	Q1 2018	Q2 2018	Q3 2018	Q4 2018
Weighted average costs of borrowing	11.7%	9.5%	9.2%	9.2%	8.8%	7.3%	7.3%	6.0%	6.0%	5.0%	4.1%	3.5%	3.5%
Gross debt (including related payables) (in US$ millions)	1,102	1,104	1,090	1,088	1,051	1,065	1,150	1,128	1,155	1,123	943	821	808

Under the amended pricing grids, the reduced leverage has resulted in an average cost of borrowing of 3.5% on the Company’s senior debt, which is less than half of what it was during the first half of 2017. Additionally, the Company’s continued improvements in financial performance and debt reduction contributed to a reduction in the Company’s net leverage ratio (as determined under the Reimbursement Agreement) to 3.5 times at the end of 2018, down from 5.4 times at the end of 2017 and 10.0 times at the end of 2014.

Achieving a more sustainable leverage ratio will provide a firm foundation for long-term value creation for shareholders.

Looking ahead

The Company’s results in 2018 reflected continued success in the execution of its strategy, which has positioned the Company for further growth and higher profitability of its operations in the future. Going forward, the Company remains focused on long-term value creation primarily by enhancing the performance of its broadcasting assets, which is expected to continue to improve operating margins and free cash flow generation. Key aspects of that strategy include:

leveraging content that is popular with the Company’s target demographics to maintain or increase the Company’s television audience share leadership and advertising market shares;

increasing carriage fees and subscription revenues to provide more diversified and predictable income;

maintaining strict cost discipline while safeguarding the Company’s brands and competitive strengths to increase profitability; and

optimizing our capital structure and evaluation capital allocation alternatives to improve shareholder returns.

The Company expects to keep its broadcasting operations at the forefront of trends in media consumption in their markets and to maintain their leadership positions there. As market leaders with experienced management teams in each country, the Company is well positioned to identify new challenges in a timely manner and adjust its strategy as new opportunities or competitive threats arise.

Elements of Compensation

Our executive compensation ~~program,~~programs, covering Named Executive Officers and other members of senior management, consists principally of base salary, an annual non-equity incentive award ~~opportunity~~ and long-term incentives, as set out below. ~~In 2014, our Named Executive Officers were the co-Chief Executive Officers, the Chief Financial Officer and the General Counsel.~~

Base Salary

Salary levels for each of our Named Executive Officers are ~~set in their employment agreements, which are~~ approved by the Compensation ~~Committee.~~Committee and set out in their employment agreements. Employment agreements are customary for all employees in the countries in which we operate. Key considerations in establishing base salary levels and any increases include the overall level of responsibility of a given Named Executive Officer; the importance of the role; the experience, expertise and specific performance of the individual; the general financial performance of the Company; the general economic environment, and in the case of the ~~co-CEOs,~~co-Chief Executive Officers, compensation levels of similarly positioned executives at peer group ~~companies (as described below).~~companies. The Compensation Committee ~~may review~~reviews these salary levels each year to determine whether any adjustment is appropriate. The Compensation Committee did not adjust the base salary of any Named Executive Officers in 2014 (other than the Chief Financial Officer in connection with his appointment in June 2014) and has generally maintained the base salaries of Named Executive Officers at the same level over the last several years. The Compensation Committee considers the base salary levels for each of the Company’s Named Executive Officers to be consistent with the considerations described here.

For our Named Executive Officers, base salaries for 2014 accounted on average for 26% of their total direct compensation. (Total direct compensation consists of base salary, non-equity incentive plan awards and annual equity grant value.)

Annual Non-equity Incentive Plans

~~In 2014, approximately 73~~Executives, managers and other key employees ~~across the entire Company were~~are eligible to earn annual ~~incentives~~non-equity incentive awards under their employment agreements or in ~~cash through~~accordance with the ~~incentive plan guidelines described below.~~Company’s compensation practices and guidelines. Award opportunities vary by position and level in the organization.

~~Pursuant to the management compensation policy guidelines, which were originally adopted by the Compensation Committee in 2011 (as amended, the “Management Compensation Policy Guidelines”), Named Executive Officers are eligible to earn annual incentives. The Management Compensation Policy Guidelines provide that annual~~ Annual non-equity incentive plan award targets for ~~the highest levels of~~ management ~~will~~generally consist of quantitative targets based on the Company’s financial performance goals and qualitative individual performance targets. The split between the ~~quantitative~~ financial targets and individual performance targets varies based on the role and level of seniority of an employee in the Company, with specific targets and weightings intended to correlate with the role or responsibilities of the relevant member of management.

Targets for the ~~co-CEOs were~~co-Chief Executive Officers are set by the Compensation Committee, and targets for the remaining Named Executive Officers ~~were~~are set by the ~~co-CEOs~~co-Chief Executive Officers and recommended to the Compensation Committee for approval. In setting targets, the Compensation Committee’s approach is intended to have the Named Executive Officers be accountable for both the overall performance of the business and individual areas of responsibility in respect of key strategic or operational goals of the Company. ~~Taking into consideration~~In view of the Company’s capital structure, historically high levels of indebtedness and ~~an operating environment that~~deleveraging strategy, the Compensation Committee has ~~been challenging for a prolonged period of time, the Committee believes that~~used OIBDA¹ and unlevered free cash flow² ~~are~~ as key financial metrics for measuring ~~Company performance. They~~management’s performance; they are among the key measures the Company uses to evaluate its performance on a Company-wide basis. Unlevered free cash flow is measured as free cash flow before the payment of interest or guarantee fees on the Company’s senior debt. Following a repricing of the Company’s guarantee fees in March 2017 and April 2018, the Company pays all interest and related guarantee fees on its outstanding indebtedness in cash. In addition, the Company has used cash generated by the business to pay certain commitment and guarantee fees that were previously paid in kind. These cash payments are all reflected in free cash flow; accordingly, unlevered free cash flow best illustrates the cash generated by the Company’s operations.

~~Target amounts for~~The target non-equity incentive ~~opportunities for the~~plan award Named Executive Officers are eligible to earn is equal to 100% of base salary. In addition, Named Executive Officers have the opportunity to earn up to 200% of base salary for exceeding target levels ~~for financial performance and~~within a specified range. They are not entitled to earn any ~~amounts as~~non-equity incentive compensation if specified threshold levels are not achieved. The target, maximum and threshold levels for 2018 are set out in “2018 Compensation Decisions - Annual Non-equity Incentive Plan Targets” below.

While performance targets form the basis for awarding non-equity incentive plan compensation, the Compensation Committee believes that judgment is also an important factor and the Compensation Committee can exercise discretion in determining awards. Accordingly, the Compensation Committee may take factors such as unexpected macroeconomic events or the impact of significant changes in strategy into consideration and may reasonably determine ranges or absolute numbers above or below which awards may be earned in respect of ~~financial~~specific performance ~~if certain minimum target levels are~~targets. The Compensation Committee may also award discretionary bonuses or establish other performance criteria for purposes of creating incentives for the achievement of specific objectives in addition to the annual incentive plans. The Compensation Committee did not ~~achieved. On average in 2014, our~~award any discretionary bonuses to Named Executive Officers ~~including the co-Chief Executive Officers, earned 52% of their total direct compensation from non-equity incentive plan awards.~~in 2018 and has not made any such discretionary bonus awards since 2013.

Long-Term Equity Incentive ~~Program~~Programs

Each year the Compensation Committee, which administers the Company's 2015 Stock Incentive Plan, reviews and has approved annual grants of equity incentive awards to the Named Executive Officers as well as other senior ~~employees, including options,~~employees. Such awards include time-based restricted stock units and performance-based restricted stock ~~units. Annual grant~~units, and have previously included options. The types of awards granted and the levels are determined on the basis of an individual’s position in the organization and reflect a number of other considerations, including the role the individual plays in setting and achieving long-term company goals, the overall dilution represented by equity grants and the cost of such grants as reflected in our financial statements.

Long-term equity incentives ~~assuming general economic conditions in~~are an important element of the ~~countries in which the Company operates remain stable or continue to improve,~~Company’s compensation programs. They are the most effective way to link the interests of management and shareholders, and to incentivize management to strive for continued shareholder value creation. ~~Therefore,~~

The Compensation Committee has used time-based restricted stock units, which expose recipients to downside price risk, as the principal long-term incentive award. Following the Company’s successful financial turnaround in 2014 and 2015 and the general economic recovery in our markets, the Compensation Committee has changed the mix of long-term equity incentives ~~are an important element~~awarded to Named Executive Officers under the Company's 2015 Stock Incentive Plan to include performance-based restricted stock units, initially pursuant to the 2015 LTIP (defined below) and currently pursuant to the 2019 LTIP (defined below).

In 2015 the Compensation Committee implemented its first multi-year performance-based incentive program (the “2015 LTIP”); and following the early termination of the 2015 LTIP on the completion of the Croatian Transaction, the Compensation Committee adopted a new multi-year performance-based incentive program and granted awards having similar vesting terms and conditions (the “2019 LTIP”). Going forward, the Compensation Committee intends for performance-based incentives to constitute a key component of the Company’s compensation programs. ~~On average in 2014, our~~

Under the 2015 LTIP and the 2019 LTIP (collectively, the “LTIPs”), Named Executive Officers received a one-time award of performance-based restricted stock units. The payout opportunity ranges between 0% and 200% of the target award of performance-based restricted stock units for the achievement of cumulative OIBDA and unlevered free cash flow targets over a four-year period. Under the LTIPs, 50% of the award may be earned ~~22%~~for achieving a cumulative four-year OIBDA target and 50% for achieving a cumulative four-year unlevered free cash flow target, in each case measured at constant currency rates set in the Company’s 2015 budget or 2019 budget, as applicable.

In addition, Named Executive Officers have the opportunity to earn 25% of ~~their total direct compensation from equity incentive plan awards.~~

Asthe target award following the second anniversary of the grant if a cumulative two-year target for both OIBDA and unlevered free cash flow are reached, and to earn 25% of the target award after the third anniversary of the grant if a cumulative three-year target for both OIBDA and unlevered free cash flow are reached. Any portion of the target award earned following the second or third anniversary is netted off any award earned at the end of the performance period. The maximum payout is capped at 200% of the target amount; and in the event specified minimum cumulative thresholds for OIBDA or unlevered free cash flow are not achieved during the four-year period, no awards will be earned in respect of such target. In addition, in the event of the early termination of an LTIP, the cumulative OIBDA and unlevered cash flow achieved is measured on the basis of the actual results for each completed fiscal year and the target amount of OIBDA or unlevered free cash flow for any uncompleted fiscal year (as described below under ~~“Equity Granting Policy”,~~"2018 Compensation Decisions - Long-term Equity Incentive Awards").

At the time of grant, the award made to each Named Executive Officer under the 2015 LTIP was intended to reflect the cumulative amount of such awards it may have otherwise made over the four-year performance period. In connection with the adoption of the 2019 LTIP, the Compensation Committee ~~approves all grants of options and restricted stock units~~is intending to ~~Named Executive Officers and other employees and the exercise price of all option grants is equal~~implement a long-term incentive prior to the ~~fair market value~~end of ~~our shares on~~ the ~~date~~four-year performance period of ~~grant.~~the 2019 LTIP, subject to completing a review of the performance targets to be used for purposes of such long-term incentive.

~~___________________________~~

OIBDA, which includes program rights amortization costs, is determined as operating income/(loss) before depreciation, amortization of intangible assets and impairment of assets and certain unusual or infrequent items that are not considered by our chief operating decision makers when evaluating our performance. For a quantitative reconciliation of non-GAAP financial measures to the most directly comparable financial measurements in accordance with GAAP, see the Part II, Item 8, Note 20 to the Company’s financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2014 accompanying this proxy statement.

Free cash flow is defined as cash flows from operating activities, less purchases of property, plant and equipment, net of disposals of property plant and equipment and excludes the cash impact of certain unusual or infrequent items that are not included in costs charged in arriving at OIBDA in our financial statements because they are not considered by our chief operating decision makers when evaluating performance.

Use of Peer Group Companies

~~During the third quarter of 2014, the~~The Compensation Committee ~~with~~gives consideration to a peer group of companies when making certain decisions regarding compensation. The peer group may be used as an input for such compensation elements as base salary, equity incentives (including performance-based awards) and total direct compensation as well as to benchmark the ~~assistance of management~~competitiveness of the ~~Company and the~~Company’s compensation plans.

The current peer group was developed in 2017 with independent compensation consultant Clearbridge Compensation Group ~~(as described below under "Other Compensation Practices~~("Clearbridge") and ~~Policies") engaged in a process to develop benchmarks for the executive compensation program~~senior management of the ~~co-CEOs against a~~Company. The Compensation Committee sought the assistance of Clearbridge in adapting the peer group in light of ~~companies.~~the improved financial position of the Company and changes in the composition of the peer group then used by the Company. The current peer group consists of publicly traded companies primarily in the U.S. and Europe and was ~~established primarily~~generally developed on the basis of the following selection criteria: (i) companies in industries or businesses similar to the Company and (ii) companies having a comparable size as the Company (based primarily on revenues ~~with consideration of company value as well)~~and enterprise value). No changes were made to the peer group in 2018.

The following companies ~~constitute~~comprise the peer group:



~~Discovery Networks International(1)~~	~~Sinclair Broadcast~~Nexstar Media Group Inc.	~~Lin Media LLC(2)~~	~~Journal~~Entravision Communications ~~Inc.~~
~~Modern Times Group~~	~~Atresmedia Corporación~~	~~TVN~~	~~Crown Media Holdings Inc.~~
~~Starz~~	~~CTC Media Inc.~~	~~Nexstar Broadcasting Group Inc.~~	~~Gray Television Inc.~~
~~AMC Networks Inc.~~Corporation	The E.W. Scripps Company
~~Radio~~Tribune Media Company	MSG Networks Inc.	Modern Times Group MTG AB
Outfront Media Inc.	Urban One Inc.	~~Media General~~Metropole Television S.A.
National CineMedia Inc.	Entercom Communications Corp.	Atresmedia Corporación
Lamar Advertising Company	Gray Television Inc.	Mediaset Espana Communicacion, S.A.


~~(1)~~	~~Represents the international division~~ In view of ~~Discovery Communications Inc.~~


~~(2)~~	~~Merged with Media General, Inc. in December 2014.~~

~~The following table sets out key comparatives with the peer group companies:~~

Revenues (1) Market capitalization (2) Enterprise value (3)
(US$ in millions)
75^th percentile
1,420
3,060
3,577
Median 735
1,611
2,442
25^th percentile
436
1,246
1,642
Central European Media Enterprises Ltd. 691
(4) 381
1,242


~~(1)~~	~~As of December 31, 2013.~~


~~(2)~~	~~As of June 30, 2014. On a diluted basis using the treasury stock method, the Company’s market capitalization at June 30, 2014 was US$ 889.0 million.~~


~~(3)~~	~~Company estimate.~~


~~(4)~~	Does not reflect businesses now reported in discontinued operations (see the Part II, Item 8, Note 3 to the Company’s financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2014).

~~Taking into account~~ the fact that the Company has ~~co-chief executive officers,~~co-Chief Executive Officers, the Compensation Committee ~~reviewed~~generally evaluates the compensation ~~levels~~of each of them against the average compensation of the chief executive officer and the second highest paid executive of the peer ~~group companies and applied an appropriate adjustment~~group. Subsequent to ~~reflect the specific responsibilities assumed by the joint chief executive officers. Based on this~~a review conducted in 2017, the Compensation Committee ~~concluded that~~has determined to review and adjust as appropriate the amount of long-term incentive plan compensation to be awarded in order to bring the total direct compensation of the ~~Company’s co-CEOs for 2014 is within~~co-Chief Executive Officers up to the median ~~range compared~~level of the average total direct compensation of the chief executive officer and second highest paid executive officer of the peer group of companies. (See the “Grants of Plan-based Awards” table below.)

2018 Compensation Decisions

Overview

The Company has been transitioning its compensation practices in order to provide for a higher proportion of variable compensation, including equity-based compensation, in total direct compensation. Such compensation, which is at-risk by being tied to performance, is intended to more closely align the interests of management and the shareholders and incentivize management toward achieving the performance goals of the Company and creating long-term value for shareholders.

We believe the strong financial results in 2018, including significant OIBDA growth and margin expansion, affirm the Company’s ability to deliver increased profitability. Executing on its strategy for the operations, making substantial progress in reducing the overall net leverage ratio, and undertaking steps to deleverage at a faster pace have positioned the Company to achieve higher levels of profitability and free cash flow generation in the future and put the Company in a better position to consider capital allocation alternatives.

As a result of this transition, variable compensation represented 82% of total direct compensation of our co-Chief Executive Officers in 2018 (adjusted as described below):



	(a)		Annual Base Salary

	(b)		Annual Non-Equity Incentive Award

	(c)		Equity-based Awards ⁽¹⁾

(1) Includes a pro-rated portion of the target amount of performance-based restricted stock units granted in 2015, additional performance-based restricted stock units awarded on the conclusion of the 2015 LTIP, the performance-based restricted stock units granted in December 2018, and the pro-rated portion of options originally granted in 2015 (described above under “Elements of Compensation - Long-Term Equity Incentive Program”).

Because the awards of performance-based restricted stock units and options in 2015 were one-time grants made in connection with the 2015 LTIP, the original award amounts have been pro-rated over their four-year performance period in the graph above, which provides a more representative illustration of how these equity-based awards were regarded when annual grants of long-term equity incentives were under consideration during that period. Additional performance-based awards earned under the 2015 LTIP at its termination are also reflected in this graph (see "Long-term Equity Incentive Awards" below). Because the Compensation Committee is intending to implement an additional long-term incentive program prior to the ~~peer group.~~expiration of the 2019 LTIP, that award has not been pro-rated.

Annual Base Salary

The Compensation Committee approved increases of 3% in the base salary of Named Executive Officers with effect from January 1, 2018.

After giving effect to the proration of the one-time equity awards made in 2015 and the other adjustments described in the graph above, base salaries on average accounted for 19% of the total direct compensation of our Named Executive Officers in 2018. (Total direct compensation consists of base salary, non-equity incentive plan awards and annual equity incentives based on the grant value.)

1218

Annual Non-equity Incentive Plan Targets ~~and Awards~~

~~2014 Non-equity Incentive Plan Award Targets for~~In 2018, each Named Executive ~~Officers~~

~~In 2014, Named Executive Officers were~~Officer was entitled to earn 75% of his non-equity incentive plan ~~awards~~award for the achievement of quantitative financial targets based on the Company’s performance and 25% for the achievement of qualitative targets tied to individual performance. The quantitative targets consisted of Consolidated Budgeted OIBDA³⁴ of US$ 189.85 million (with a weighting of 50%) and ~~Direct~~Budgeted Unlevered Free Cash Flow⁴⁵ of US$ 128.6 million (with a weighting of 25%). The quantitative targets for 2018 were set at the end of 2017 based on the financial performance of the Company’s four operating segments at that time (Bulgaria, Czech Republic, Romania and Slovakia) as the operations in Slovenia and Croatia were classified as held for sale and reported in discontinued operations pursuant to the sale agreement entered into in July 2017 (see “2018 Company Performance in Review - Croatian Transaction” above). Individual qualitative targets are based on achieving specific annual objectives, including business goals, completion of strategic initiatives, communications, and organizational and employee development.

For 2014, the quantitative financial performance targets of the co-CEOs, the Chief Financial Officer and the General Counsel comprised Consolidated Budgeted OIBDA of US$ 74.4 million and Direct Free Cash Flow of negative US$ 140.5 million. In order to exclude the impact of exchange rate movements on internal performance targets, the OIBDA and cash flow targets and actuals are translated at budgeted exchange rates. Furthermore, the OIBDA and cash flow targets and actuals do not include businesses reported in the Company’s Annual Report on 10-K for the year ended December 31, 2014 as discontinued operations.

Each of the ~~co-CEOs, the Chief Financial Officer and the General Counsel~~Named Executive Officers was entitled to earn an award equal to 100% of ~~base salary~~target for the achievement of ~~these targets.~~Consolidated Budgeted OIBDA, Budgeted Unlevered Free Cash Flow and individual performance targets, with the total opportunity to earn a non-equity incentive plan award ranging of between 0% and 200% of their annual base salary. If Consolidated Actual OIBDA⁵⁶ reached ~~132% of Consolidated Budgeted OIBDA~~US$ 200.8 million and Actual ~~Direct~~Unlevered Free Cash Flow⁶⁷ reached ~~represented an improvement of~~ US$ ~~40.0~~139.6 million, ~~over Direct Free Cash Flow,~~ each Named Executive Officer was entitled to earn an award of 200% of annual base ~~salary for the achievement of these targets.~~salary. No Named Executive Officer was entitled to earn any amount in respect of Consolidated Budgeted OIBDA in the event Consolidated Actual OIBDA was less than ~~68% of Consolidated Budgeted OIBDA~~US$ 178.8 million or in respect of ~~Direct~~Budgeted Unlevered Free Cash Flow in the event Actual ~~Direct~~Unlevered Free Cash Flow was ~~US$ 20.0 million~~ less than ~~Direct Free Cash Flow.~~US$ 117.6 million.

2018 Non-equity Incentive Plan Awards

Each of the ~~co-CEOs was entitled to earn~~co-Chief Executive Officers earned a non-equity incentive plan award for ~~2014~~2018 of ~~up to~~ US$ ~~1.6~~1.9 million. The Company achieved Consolidated Actual OIBDA of US$ 204.0 million ~~based on~~and Actual Unlevered Free Cash Flow of US$ 143.0 million⁸,which exceeded the ~~achievement~~upper end of the quantitative financial targets and individual performance targets. Individual performance targets included executing on the Company’s business strategy, leading refinancing initiatives, effectively communicating the strategy and initiatives to the Company’s constituents, controlling costs, and engaging in the successful development of the Company’s human resources.

~~The Chief Financial Officer was entitled to earn~~range for earning a non-equity incentive plan award ~~for 2014~~⁹. The Compensation Committee determined that the individual performance targets had been achieved, which included the achievement of upoperating performance targets in the face of significant competition, diversifying revenues through the

⁴ Consolidated Budgeted OIBDA is equal to ~~US$1.0 million~~consolidated OIBDA based on the ~~achievement~~Company’s 2018 budget (as adjusted for the classification of the ~~quantitative financial targets~~operations in Slovenia and individual performance targets. Individual performance targets included overseeing the Company’s reporting obligations, implementing improvements to financial reporting systems, controlling costs, and engaging in the successful development of the Company’s human resources.

The General Counsel was entitled to earn a non-equity incentive plan award for 2014 of up to US$ 1.1 million based on the achievement of the quantitative financial targets and individual performance targets. Individual performance targets included: completing a financing transaction; ensuring effective legal services are delivered in support of the Company’s operations and business strategies and ensuring the Company effectively fulfills its regulatory and compliance goals; and strengthening the capacity of the corporate legal department.

~~___________________________~~


³	~~Consolidated Budgeted OIBDA is equal to consolidated OIBDA based on the Company’s 2014 budget,~~Croatia as discontinued operations), translated ~~at exchange rates used in the Company’s 2014 budget.~~


⁴	~~Direct Free Cash Flow is free cash flow based on the Company’s 2014 budget, translated at exchange rates used in the Company’s 2014 budget.~~

⁵

Consolidated Actual OIBDA is equal to actual consolidated OIBDA for the Company, translated at exchange rates used in the Company’s 2014 budget. Costs charged at arriving at OIBDA for 2014 excludes a charge of US$ 12.0 million recorded in the fourth quarter relating to ongoing tax audits in Romania (see the Part II, Item 8, Note 21 to the Company’s financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2014 accompanying this proxy statement).


⁶	Actual Direct Free Cash Flow is free cash flow translated at exchange rates used in the Company’s 2014 budget. The purpose of the translation at constant exchange rates is to exclude the impact of exchange rate movements on internal performance targets.

~~Determining Awards~~

~~The Compensation Committee measures the achievement of financial targets against the results delivered by the Company in respect of such targets for 2014, translated where appropriate~~ at exchange rates used in the Company’s ~~2014~~2018 budget.

⁵ Budgeted Unlevered Free Cash Flow is free cash flow before the payment of interest or commitment and guarantee fees on the Company’s senior debt based on the Company’s 2018 budget (as adjusted for the classification of the operations in Slovenia and Croatia as discontinued operations), translated at exchange rates ~~are applied~~used in ~~order~~the Company’s 2018 budget.

⁶ Consolidated Actual OIBDA is equal to ~~exclude~~actual consolidated OIBDA in 2018 excluding the ~~impact~~OIBDA of the Slovenia operating segment, which had previously been classified as discontinued, translated at exchange rates used in the Company’s 2018 budget.

⁷ Actual Unlevered Free Cash Flow is unlevered free cash flow in 2018 excluding the unlevered free cash flow of the Slovenia operating segment, which had previously been classified as discontinued, translated at exchange rates used in the Company’s 2018 budget.

⁸ Because of foreign exchange movements ~~on performance. The Compensation Committee measures~~since the ~~achievement of individual performance~~Company set its 2018 budget and because the targets ~~against actual performance of~~for the ~~business or based on self-assessments by the Named Executive Officer that are reviewed by the co-CEOs who make recommendations to the Compensation Committee.~~

~~While performance targets form the basis for awarding~~2018 non-equity incentive plan ~~compensation,~~awards were set and achievement determined while the ~~Compensation Committee believes that judgment is also an important factor~~Slovenia operations were still reported as discontinued operations, the reported OIBDA and ~~the Compensation Committee can exercise discretion in determining awards. The prolonged impact~~reported unlevered free cash flow of the ~~challenging economic environment~~Company differ from the ~~Company has~~Consolidated Actual OIBDA and Actual Unlevered Free Cash Flow, which are measured at budgeted exchange rates.

⁹ If the target amounts for Consolidated Budgeted OIBDA and Budgeted Unlevered Free Cash Flow had included the Slovenia operating segment, which had previously been ~~operating~~classified as discontinued, the targets would have been US$ 213.0 million and US$ 143.9 million, respectively, and Consolidated Actual OIBDA would have been US$ 228.0 and Actual Unlevered Free Cash Flow would have been US$ 158.0 million, translated in ~~together with~~each case at exchange rates used in the ~~impact~~Company’s 2018 budget.

growth of ~~unforeseen macroeconomic events have made forecasting~~carriage fees and ~~budgeting much more challenging. Accordingly,~~expanding the ~~Compensation Committee takes factors such as these into consideration~~Company’s online offerings, implementing cost saving initiatives and ~~may reasonably determine ranges or absolute numbers above or below which awards may be earned~~effectively controlling costs, negotiating a reduction in ~~respect of specific performance targets. In addition,~~ the Compensation Committee may also award discretionary bonuses or establish other performance criteria for purposes of creating additional incentives for the achievement of specific objectives in addition to the annual incentive plans. The Compensation Committee did not award any discretionary bonuses to Named Executive Officers in 2014.

~~2014 Company Performance and Awards~~

~~The Company’s financial results for 2014 reflected the successful turnaround~~pricing of the ~~business following a significant decline in revenues in 2013, particularly in~~Company’s most expensive indebtedness and extending their maturities, completing the Czech Republic, where advertisers reacted negatively to an initiative to increase television advertising prices there. A significant growth in revenues and an improved market share in 2014 reflected the success of the improvements made in both the financial and the operating performancesale of the Company’s operations in Croatia, securing the ~~Czech Republic. Operations in Romania~~repayment of more than US$ 300.0 million of gross debt, and overseeing the ~~Slovak Republic also delivered strong advertising revenues. Revenues also benefited from substantial increases in carriage fees~~implementation of improvements to the management of the business through recruitment and subscription revenues, particularly in Bulgaria and Romania. As a result, the Company succeeded in delivering an improvement in revenues year-on-year for the first time since 2011. A significant decrease in costs contributed to a strong OIBDA performance.development.

The Company successfully undertook a series of financing transactions that improved its capital structure. It used the proceeds of a rights offering completed in May 2014 to refinance the entire EUR 273.0 million aggregate principal amount of its 11.625% senior notes due 2016. In the fourth quarter, the Company refinanced the EUR 240.0 million aggregate principal amount of its 9.0% senior notes due 2017 and entered into a commitment letter with Time Warner Inc. to refinance the US$ 261.0 million aggregate principal amount of its 5.0% senior convertible notes due November 2015 immediately prior to their maturity. Following this refinancing, the Company’s nearest dated maturity will be November 2017. The Company’s cash interest costs will be reduced substantially as a result of these financing transactions.

~~Non-equity Incentive Plan Awards for Named Executive Officers~~

~~Each of the co-CEOs~~Chief Financial Officer earned a non-equity incentive plan award for ~~2014~~2018 of US$ ~~1.6~~1.1 million. The Company achieved athe Consolidated Actual OIBDA and Actual ~~Direct~~Unlevered Free Cash Flow ~~that~~set out above, which exceeded the upper end of the range for earning a non-equity incentive plan award. The Compensation Committee determined that the individual performance targets had been achieved, ~~with respect to the~~which included successful ~~turnaround~~oversight of the Company’s financial reporting obligations and operating performance and executing on key commercial initiatives of the business, implementing cost saving initiatives and effectively controlling costs, overseeing the successful refinancing or commitmentaudit processes, contributing to ~~refinance substantially all of~~ the Company’s successful effort to reduce the pricing on its senior ~~debt,~~indebtedness and ~~overseeing the implementation of improvement to the management of the business through recruitment~~extend their maturities, and ~~development.~~

The Chief Financial Officer earned a non-equity incentive plan award for 2014 of US$ 1.0 million. The Company achieved a Consolidated Actual OIBDA and Actual Direct Free Cash Flow that exceeded the upper end of the range for earning a non-equity incentive plan award. The Compensation Committee determined that the individual performance targets had been achieved with respect to overseeing the Company’s financial reporting requirements, continuing to implementintroducing further improvements to the Company’s financial ~~reporting~~ systems ~~contributing to the Company’s successful refinancing efforts,~~ and ~~reorganizing the corporate finance department to improve oversight~~processes for better budgeting and ~~reporting.~~planning performance.

The General Counsel earned a non-equity incentive plan award for ~~2014~~2018 of US$ 1.1 million. The Company achieved athe Consolidated Actual OIBDA and Actual ~~Direct~~Unlevered Free Cash Flow ~~that~~set out above, which exceeded the upper end of the range for earning a non-equity incentive plan award. The Compensation Committee also determined that the individual performance targets had been achieved, ~~with respect to~~which included providing effective advice to the ~~co-CEOs,~~co-Chief Executive Officers, the Board and its committees on a number of significant legal issues and strategic initiatives for the Company, ~~successfully~~ managing the negotiation ~~and completion~~ of a ~~series~~transaction to reprice the Company’s indebtedness and extend their maturities, successfully completing the sale of ~~financing transactions,~~the Company’s Croatia operations, providing advice and assistance with respect to corporate, compliance and regulatory matters, and ~~strengthening~~overseeing the ~~capacity~~expansion of ~~his department.~~the internal compliance program, including to address relevant legislative and regulatory developments.

The Compensation Committee measured the achievement of financial targets against the results delivered by the Company in respect of such targets for 2018, translated at exchange rates used in the Company’s 2018 budget in order to exclude the impact of exchange rate movements on internal performance targets. We use this approach because we believe that incentive targets should measure the underlying results of the business and management should be encouraged to make decisions that drive long-term value creation rather than to address short-term currency fluctuations or short-term non-recurring items. The Compensation Committee measured the achievement of individual performance targets against actual performance of the business or based on Board-level assessments of the co-Chief Executive Officers and self-assessments by the other Named Executive Officer that are reviewed by the co-Chief Executive Officers, who make recommendations to the Compensation Committee.

After giving effect to the proration of the one-time awards made in 2015 and the adjustments described in the graph above, non-equity incentive plan awards on average accounted for 39% of the total direct compensation of our Named Executive Officers in 2017.

Long-Term Equity Incentive Awards

~~In 2014, the~~The Compensation Committee elected to award ~~restricted stock units (“RSUs”) as long-term equity incentives under the Company’s Amended~~time-based and ~~Restated Stock Incentive Plan (the “Stock Incentive Plan~~”). The continuing difficult economic environment in the Company’s markets described above has had a negative impact on the Company’s operating results and share price, which has declined significantly over this period. Because of this share price movement and the likelihood of continued pressure on the Company’s share price as a result of the Company’s financing activities and capital structure and the fact that the return to growth in the Company’s markets is expected to be gradual, the Compensation Committee believed that stock options would not be an effective compensation tool. Accordingly, the Compensation Committee elected to awardperformance-based restricted stock units to ~~13 employees, including the~~ Named Executive Officers in ~~2014.~~

2018. These awards are consistent with the Compensation Committee’s objective of having a meaningful proportion of total compensation consist of equity-based compensation, which is designed to better align the interests of management with shareholders. The dates and values of the equity grants to Named Executive Officers are included in the “Grants of Plan-Based Awards” table below. Fifteen other employees were awarded time-based restricted stock units. The ~~vesting of the RSU grants made to Named Executive Officers in 2014 is time-based. These~~time-based awards vest in four equal installments on each anniversary of the ~~date~~grant date.

In the first quarter of ~~grant.~~2018 the Compensation Committee also confirmed that the Named Executive Officers had earned 25% of the target amount of the performance-based restricted stock units for each Named Executive Officer under the 2015 LTIP, which awards vested in March 2018. As described under “Elements of Compensation - Long-term Equity Incentive Programs”, Named Executive Officers had the opportunity to earn 25% of the target award following the third anniversary of the grant if a cumulative three-year target for both OIBDA and unlevered free cash flow are reached. The three-year target for consolidated OIBDA under the 2015 LTIP was US$ 472.0 million, and actual cumulative consolidated OIBDA for the three-year performance period, translated at the exchange rates in the Company’s 2015 budget, was $510.0 million. The three-year target for consolidated unlevered free cash flow under the LTIP was US$ 310.0 million, and actual cumulative consolidated unlevered free cash flow for the three-year performance period, translated at the exchange rates in the Company’s 2015 budget, was US$ 358.0 million. Because both cumulative targets were exceeded, 25% of the target amount of the performance-based restricted stock units awarded to each Named Executive Officer vested (as set out below in the “Stock Vested” table).

In July 2018, the Compensation Committee confirmed the early termination of the 2015 LTIP in connection with the completion of the sale of the Company’s Croatian operations (see “2018 Company Performance in Review - Croatian Transaction” above)¹⁰. As described under “Elements of Compensation - Long-term Equity Incentive Programs”, Named Executive Officers have the opportunity to earn an amount between 0% and 200% of the target award of performance-based restricted stock units for the achievement of cumulative OIBDA and unlevered free cash flow targets over the four-year period of the LTIP (less the amounts of the target award that vested following the second anniversary and the third anniversary of the original grant).

The four-year target for consolidated OIBDA under the 2015 LTIP was US$ 699.0 million and actual cumulative consolidated OIBDA for the performance period, translated at the exchange rates in the Company’s 2015 budget, was $737.0 million. The four-year target for consolidated unlevered free cash flow under the 2015 LTIP was US$ 490.0 million, and actual cumulative consolidated unlevered free cash flow for the performance period, translated at the exchange rates in the Company’s 2015 budget, was US$ 538.0 million. Because both cumulative targets were exceeded, the Compensation Committee determined that each Named Executive Officer was entitled to a performance award equal to 148.1% of the target amount (less the 25% of the target award that vested on each of the second anniversary and third anniversary of the original grant (see the “Stock Vested” table below).

In December 2018, the Compensation Committee adopted the 2019 LTIP (see “Elements of Compensation - Long-Term Equity Incentive Programs”). The Named Executive Officers were granted performance-based awards under the 2019 LTIP with vesting based on achieving multi-year OIBDA and unlevered free cash flow targets over the financial period from 2019 to 2022. The dates and values of these grants to Named Executive Officers are included in the “Grants of Plan-Based Awards” table below.

After giving effect to the proration of the one-time awards made in 2015 and the adjustments described in the graph above, equity incentive awards on average accounted for 42% of the total direct compensation of our Named Executive Officers in 2018.

¹⁰The cumulative targets for OIBDA and unlevered free cash flow over the performance period of the 2015 LTIP were aggregated from the four years of OIBDA and unlevered free cash flow targets for each of the six operating segments of the Company at the time the 2015 LTIP was adopted; the sale of the Croatian operations resulted in the early termination of the 2015 LTIP pursuant to the terms of that program and the corresponding award agreements as the actual performance of that operating segment could no longer be measured. The actual cumulative OIBDA and the actual cumulative unlevered free cash flow used for measuring achievement over the four-year performance period of the 2015 LTIP is comprised of three years of actual results (translated at exchange rates in the Company’s 2015 budget) and the final year based on the target amount of OIBDA and unlevered free cash flow for that year.

Other Compensation Practices and Policies

Executive Compensation Recoupment

The Company has a policy that permits the Compensation Committee to seek recovery of payments of incentive plan compensation awards and bonuses of Named Executive Officers and certain other covered senior executives if the Company is required to restate its financial statements (other than due to a change in accounting rules) or if the performance results leading to a payment of incentive compensation are subject to a material downward adjustment. For purposes of this policy, payment of incentive compensation includes awards of equity compensation under the Company’s 2015 Stock Incentive ~~Plan.~~Plan or its Amended and Restated Stock Incentive Plan, under which equity awards were granted prior to June 2015. Under this policy, the Compensation Committee has discretion to determine what action it believes is appropriate, which may include recovery or cancellation of all or a portion of incentive payments, and may consider a number of factors in determining whether to seek recovery, including the degree of responsibility of a covered executive, the amount of excess compensation paid, the costs associated with recovery of compensation, applicable law and other actions the Company or third parties have taken.

Stock Ownership Guidelines and Policies on Hedging and Pledges

We encourage stock ownership by executives and directors but do not have formal stock ownership guidelines. Under the Company’s insider trading policy, officers, directors, employees and their related persons may not (i) trade in options, warrants, puts and calls or similar instruments on the Company’s shares of Class A Common Stock and other securities, ~~and may not~~(ii) sell such shares ~~short.~~short, (iii) purchase any securities of the Company on margin, or (iv) purchase or use any financial instruments designed to hedge changes in the market value of the Company's securities. The insider trading policy also requires executives and directors to pre-clear pledges of shares and restricts the ability of executives and directors to pledge shares while they are in possession of material inside information.

Severance

As is customary in our markets, all of our Named Executive Officers have employment agreements with us or one of our subsidiaries and these agreements provide for compensation in the event of involuntary termination. These termination payments, which are typically defined by local practice and are generally derived from the notice period or term of the relevant employment agreement, were negotiated ~~between us and~~with each Named Executive Officer individually and do not conform to a single policy. The basis for and value of these termination payments is further described and quantified under “Potential Payments Upon Termination or Change of Control” below.

Compensation Committee Consultants

~~During the third quarter of~~In 2014, the Compensation Committee retained Clearbridge ~~Compensation Group (“Clearbridge~~”) to serve as an independent advisor on executive compensation matters as well as on compensation plans or programs that are subject to the review or approval of the Compensation Committee. Clearbridge was retained by, and reports directly to, the Compensation Committee and the Compensation Committee has the sole authority to retain and terminate Clearbridge and to approve the terms of its retention and fees. The Compensation Committee has assessed the independence of Clearbridge and believes that Clearbridge is independent. All of the work performed by Clearbridge ~~was~~has been at the request of the Compensation ~~Committee and~~Committee. Clearbridge has ~~not done any other work for the Company. Clearbridge is continuing~~continued to provide ad hoc advice and recommendations to the Compensation Committee on the Company’s ~~long-term incentive program.~~compensation programs from time to time.

Role of Executives in Establishing Compensation

The ~~co-CEOs,~~co-Chief Executive Officers, the Chief Financial Officer, the General Counsel and other members of senior management have participated in the development and implementation of certain executive compensation programs, particularly the establishment of targets for annual ~~incentive~~incentives and the development of long-term equity incentive ~~programs~~programs. The Compensation Committee is responsible for approving targets and the achievement of incentive compensation for the Named Executive Officers. Incentive compensation for other managers and key employees is set in accordance with the Company’s management compensation policy guidelines (as amended, the “Management Compensation Policy Guidelines ~~and the establishment of annual targets.~~”). The Management Compensation Policy Guidelines and amendments to it are reviewed by the ~~co-CEOs~~co-Chief Executive Officers and submitted to the Compensation Committee for its review ~~and~~or approval. Certain executives, including the ~~co-CEOs,~~co-Chief Executive Officers, may be invited to attend meetings of the Compensation Committee to discuss Company compensation programs; in addition, the General Counsel may be invited to attend meetings in his capacity as Company Secretary. While these executives may be asked to provide input and perspective, only Compensation Committee members vote on executive compensation matters. These ~~votes~~decisions take place when no members of management are in attendance.

Compensation Risk Assessment

In establishing and reviewing executive compensation, the Compensation Committee believes that executive compensation has been designed and allocated among base salary and ~~short-term~~short- and long-term incentive compensation in a manner that does not encourage excessive risk-taking by management that may harm the value of the Company, reward poor judgment or is reasonably likely to have a material adverse effect on the Company.

Base salaries are designed to be consistent with an executive’s responsibilities and to provide sufficient financial security as a proportion of total compensation so as not to promote unnecessary or excessive risk-taking when earning compensation under the Company’s incentive ~~plans.~~compensation programs. The mix of incentives under those compensation programs is designed to mitigate potential risks without dampening their incentive nature.

~~Historically, the Company’s non-equity incentive plan awards for senior management have been, in general, based on achieving annual OIBDA targets.~~ In ~~2014, non-equity incentive plan awards~~ that could be earned by Named Executive Officers and other employees under the Management Compensation Policy Guidelines were based on achieving a Consolidated Budgeted OIBDA target and a Direct Free Cash Flow target as well as a number of qualitative individual performance targets. While this may encourage taking short-term risks at the expense of long-term performance,regard, the Compensation Committee believes that a number of ~~factors~~aspects of the Company’s compensation programs substantially mitigate ~~such risk.~~the risk of short-term risk taking at the expense of long-term performance. First, the Compensation Committee believes the annual budgeting process results in the establishment of annual targets that are based on a longer-term strategic vision for the Company and sustainable value creation. Second, having ~~several~~multiple targets that serve different goals mitigates the risk that certain Company strategic objectives will be achieved (e.g., ~~significant~~ audience share or market ~~share)~~share leadership) at the expense of others (e.g., controlling costs and generating positive free cash flow) and having to achieve a ~~minimum~~threshold level of Consolidated Budgeted OIBDA and ~~Direct~~Budgeted Unlevered Free Cash Flow in order to earn a non-equity incentive plan award limits the amount of such awards that can be earned in the event of poor overall Company performance. This encourages management to focus on sustained profitable revenue generation. Third, rewarding ~~key senior executives in part~~Named Executive Officers substantially on the basis of achieving Company-wide targets ensures that they are focused on the performance of the Company as a whole. While rewarding senior executives of the Company's operating ~~units~~segments for operating performance may result in risk taking, their targets have also been designed to serve different goals, which ~~mitigates~~mitigate this possibility. ~~Fourth,~~Moreover, provisions in our Management Compensation Policy Guidelines that permit senior executives to be rewarded for qualitative performance reasons can reduce the influence of formulae in the determination of quantitative performance awards.

~~Under the Company’s equity incentive plans, the Compensation Committee also awards restricted stock units to senior management and other senior employees. As~~ Fourth, providing a general rule, the Compensation Committee provides for equity awards to employees to vest over a four-year period, which encourages grantees to focus on the longer-term performance of the Company. The Compensation Committee awarded restricted stock unitssignificant earning opportunity to the Named Executive Officers ~~in 2014~~through the performance-based awards and ~~performance-based restricted stock units to certain~~awards of options requires that the Named Executive Officers ~~in 2013. Awards under the Company’s equity incentive plans create an incentive for~~achieve long-term value creation ~~which~~by delivering anticipated financial performance over a multi-year period and achieving meaningful share price appreciation. Finally, we can ~~also act as a deterrent~~seek to ~~short-term risk-taking.~~recoup incentive compensation under the Executive Compensation Recoupment Policy.

The Compensation Committee continues to believe that an appropriate balance of compensation elements will support the achievement of competitive revenues and earnings in variable economic and industry conditions without undue risk.

Equity Granting Policy

Recognizing the importance of adhering to appropriate practices and procedures when granting equity awards, ~~we formalized an~~our equity granting ~~policy in 2007 to memorialize the practices and processes we use in granting such awards. The~~ policy establishes the following practices:

Decisions to award equity grants should only be taken during a period when trading in our shares is permitted in accordance with our Insider Trading Policy.

All grants to Section 16 officers, including grants to new hires, must be approved at a meeting of the Compensation Committee, including telephonic meetings, and may not occur through action by unanimous written consent.

The grant date of any equity award approved at a meeting of the Compensation Committee shall be the date of such meeting or, in connection with an anticipated hire or an award to be granted in several installments, a future date established by the Compensation Committee at such meeting, subject to employment commencing.

The exercise price for all option awards shall not be less than the closing price of our shares on the date of grant.

Say-on-Pay Proposals

At the Company’s ~~2011 annual general meeting,~~2017 Annual General Meeting, shareholders voted on an advisory proposal as to the frequency with which the Company should conduct an advisory vote on executive compensation (a “say-on-pay proposal”). At that meeting, ~~93.2%~~66.6% of votes cast were in favor of holding such a vote once every three years and at present the Company intends to hold such vote every three years. At the ~~2014 annual general meeting,~~2017 Annual General Meeting, shareholders had an opportunity to vote on executive compensation as disclosed in the ~~2014~~2017 proxy statement. Of the votes cast on the say-on-pay proposal, ~~92.8%~~68.0% were voted in favor of the proposal. ~~The Compensation Committee considered~~In considering the results of this advisory vote, the Compensation Committee regards the successful turnaround implemented by the co-Chief Executive Officers and itthe noteworthy progress since 2014 to restore and improve the operating and financial performance of the Company - including the reduction in the Company’s overall leverage ratio from 10.0 times at the end of 2014 to 3.5 times at the end of 2018 and the improvement in free cash flow generation from US$ (93.8) million for 2014 to US$ 84.5 million for 2018 - as significant achievements. The Compensation Committee believes that ~~it affirms shareholders’ support~~the goals of achieving a sustainable leverage ratio and steady growth in free cash flow generation have been appropriate goals for the co-Chief Executive Officers as measures of the ~~Company’s approach to executive compensation.~~performance of the business, particularly under the challenging circumstances the Company faced when the co-Chief Executive Officers joined. The Company will continue to ~~consider~~evaluate the outcome of ~~subsequent~~ say-on-pay votes when making future compensation decisions for Named Executive Officers.

Impact of Tax and Accounting on Compensation Decisions

As a general matter, the Compensation Committee ~~takes into consideration~~gives due regard to the various tax and accounting implications of compensation vehicles employed by us. When determining amounts of long-term incentive compensation to executives and employees, the Compensation Committee examines the accounting cost associated with the grants. Under Accounting Standards Codification 718, “Compensation –- Stock Compensation” (“ASC 718”), grants of stock options, restricted stock and restricted stock units permitted pursuant to the 2015 Stock Incentive Plan result in an accounting charge. The accounting charge is equal to the fair value of the number of instruments being issued that are expected to vest. For stock options, the cost is equal to the fair value of the option on the date of grant using a Black-Scholes option pricing model multiplied by the number of options that are expected to vest. For restricted stock or restricted stock units, the cost is equal to the fair value of the stock on the date of grant multiplied by the number of shares or units granted that are expected to vest. This expense is amortized over the requisite service or vesting period.

The Compensation Committee also considers the tax implications of its programs, both to us and to the participants. It is the Compensation Committee’s policy to maximize the effectiveness of our executive compensation plans in this regard. However, the Compensation Committee believes that compensation and benefits decisions should be primarily driven by the needs of the business rather than by tax policy. Therefore, the Compensation Committee may make pay decisions that result in certain tax inefficiencies.

COMPENSATION COMMITTEE REPORT

We have reviewed and discussed the Compensation Discussion and Analysis with ~~management, based~~management. Based on our review and discussions, we recommend to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s proxy statement and Annual Report on Form 10-K for the year ended December 31, ~~2014.~~2018.

Submitted by:

JOHN K. BILLOCK

~~BRUCE MAGGIN~~PARM SANDHU

KELLI TURNER

MEMBERS OF THE COMPENSATION COMMITTEE

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None of the members of the Compensation Committee has been an officer of the Company or of any of our subsidiaries, or had any relationship with us other than serving as a director. In addition, none of our executive officers served as a director or member of the compensation committee of any other entity one of whose executive officers serves as one of our directors or as a member of the Compensation Committee. The members of the Compensation Committee do not have any relationship that is required to be disclosed under this caption pursuant to SEC rules and regulations. There were no interlocks or other relationships among our executive officers and directors.

SUMMARY COMPENSATION TABLE

The following table summarizes all plan and non-plan compensation awarded to, earned by, or paid to the Company’s ~~co-CEOs,~~co-Chief Executive Officers, the Chief Financial Officer and the General Counsel, who were the only executive officers who served in such capacities on December 31, ~~2014~~2018 (collectively, the “Named Executive Officers”), for services rendered while such person was serving as a Named Executive Officer for our last three fiscal years. No non-qualified deferred compensation, ~~and no options~~bonuses or pension benefits were awarded to any ~~employee~~Named Executive Officer in ~~2014, 2013~~2018, 2017 or ~~2012.~~2016.

Amounts of salary, ~~bonus and~~ non-equity incentive plan compensation ~~set forth in the Summary Compensation Table~~ and ~~the notes below~~all other compensation earned by each Named Executive Officer in a currency other than U.S. dollars have been translated using the average exchange rate for ~~2014, 2013~~2018, 2017 or ~~2012,~~2016, as applicable.

Year Salary (US$) Bonus (US$)(1)
Stock
Awards
(US$) (2)
Non-Equity Incentive Plan Compensation (US$)(1) All Other Compensation (US$) Total Compensation (US$)
Michael Del Nin
co-Chief Executive Officer
2014 800,000
—
873,253
1,600,000
226,195
(3) 3,499,448
2013 233,242
—
—
200,000
20,389
(4) 453,631
Christoph Mainusch
co-Chief Executive Officer
2014 800,000
—
873,253
1,600,000
156,751
(5) 3,430,004
2013 233,242
—
—
200,000
78,205
(6) 511,447
David Sturgeon
Chief Financial Officer
2014 448,277
—
250,011
1,000,000
159,648
(7) 1,857,936
2013 398,967
45,000
88,600
—
173,843
(8) 706,410
2012 414,405
(9) 40,000
83,850
—
166,852
(10) 705,107
Daniel Penn
General Counsel
2014 551,622
—
275,003
1,103,244
11,043
(11) 1,940,912
2013 523,765
125,000
177,200
—
11,001
(11) 836,966
2012 530,903
75,000
279,500
—
9,260
(11) 894,663


~~(1)~~	~~Information in respect of bonus awards and non-equity incentive plan awards is summarized below for each Named Executive Officer.~~

~~(2)~~

These amounts reflect aggregate grant date fair value of restricted stock unit awards granted during the fiscal years ended December 31, 2014, 2013 and 2012 in accordance with ASC 718 of awards pursuant to the Stock Incentive Plan. Assumptions used in the calculation of the aggregate grant date fair value are included in Part II, Item 8, Note 17 to our Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2014. The “Stock Awards” column excludes the value of restricted stock units granted on June 25, 2013 in exchange for outstanding options pursuant to an employee option exchange program. For additional information, see “Outstanding Equity Awards at December 31, 2014” below.


~~(3)~~	Represents US$ 75,000 for relocation expenses, US$ 67,463 for overseas housing allowance, US$ 30,000 for ground transportation, US$ 27,538 for health and life insurance benefits, US$ 25,694 for school fees and US$ 500 for tax return preparation fees.


~~(4)~~	~~Represents US$ 10,000 for legal fees, US$ 5,389 for health insurance and US$ 5,000 for ground transportation.~~


~~(5)~~	Represents US$ 80,955 for overseas housing allowance, US$ 30,000 for ground transportation, US$ 23,872 for school fees, US$ 21,592 for health and life insurance benefits and US$ 332 for tax return preparation fees.


~~(6)~~	Represents US$ 23,307 for school fees, US$ 20,000 for relocation expenses, US$ 14,322 for overseas housing allowance, US$ 10,000 for legal fees, US$ 5,576 for health and life insurance benefits and US$ 5,000 for ground transportation.


~~(7)~~	Represents US$ 94,851 for school fees, US$ 29,876 for overseas housing allowance, US$ 22,496 for health and life insurance benefits, US$ 10,500 for ground transportation and US$ 1,925 for tax return preparation fees.


~~(8)~~	~~Represents US$ 76,111 for overseas housing allowance, US$ 73,254 for school fees, US$ 22,553 for health and life insurance benefits and US$ 1,925 for tax return preparation fees.~~


~~(9)~~	~~Includes the reimbursement of CZK 300,000 (approximately US$ 15,348) for accrued unused vacation days.~~


~~(10)~~	~~Represents US$ 76,128 for overseas housing allowance, US$ 67,601 for school fees, US$ 21,645 for health and life insurance benefits and US$ 1,478 for tax return preparation fees.~~


~~(11)~~	~~Represents health and life insurance benefits.~~

~~Michael Del Nin~~

Mr. Del Nin has served as co-Chief Executive Officer since September 16, 2013 and is compensated pursuant to an amended employment agreement with CME Media Services Limited, a wholly owned subsidiary of the Company, dated November 11, 2013. Pursuant to his employment agreement, Mr. Del Nin is entitled to receive an annual salary of US$ 800,000.

1925

In 2014, Mr. Del Nin earned a non-equity incentive plan award of US$ 1.6 million based on meeting quantitative and qualitative performance targets described in the Compensation Discussion and Analysis section above. Mr. Del Nin earned an award of US$ 200,000 in 2013 for the achievement of qualitative targets set by the Compensation Committee following his appointment in September 2013.

Mr. Del Nin’s employment agreement provides for a monthly housing allowance and ground transportation allowance, as well as medical, disability and life insurance benefits. See footnotes (3) and (4) of the Summary Compensation Table for additional information on his compensation. Mr. Del Nin’s employment agreement also contains non-competition provisions applicable for a 12-month period following termination, a covenant regarding corporate opportunities and a prohibition on the use of confidential information.

Year

Salary (US$)

Stock

Awards

(US$) ⁽¹⁾

Option

Awards

(US$) ⁽¹⁾

Non-Equity Incentive Plan Compensation (US$) ⁽²⁾

All Other Compensation (US$)

Total Compensation (US$)

Michael Del Nin

co-Chief Executive Officer

2018

938,000

1,883,204

—

1,876,000

136,292

⁽³⁾

4,833,496

2017

910,000

800,024

—

1,820,000

120,391

⁽⁴⁾

3,650,415

2016

850,000

200,008

200,001

1,700,000

182,077

⁽⁵⁾

3,132,086

~~Christoph Mainusch~~Michael Del Nin

~~Mr. Mainusch has served as~~ co-Chief Executive Officer since September 16, 2013 and is compensated pursuant to an amended employment agreement with CME Media Services Limited, a wholly owned subsidiary of the Company, dated November 11, 2013. Pursuant to his employment agreement, Mr. Mainusch is entitled to receive an annual salary of US$ 800,000.

In 2013, Mr. Mainusch earned a non-equity incentive plan award of US$ 1.6 million based on meeting quantitative and qualitative performance targets described in the Compensation Discussion and Analysis section above. Mr. Mainusch earned an award of US$ 200,000 in 2013 for the achievement of qualitative targets set by the Compensation Committee following his appointment in September 2013.

Mr. Mainusch’s employment agreement provides for a monthly housing allowance and a ground transportation allowance, as well as medical, disability and life insurance benefits. See footnotes (5) and (6) of the Summary Compensation Table for additional information on his compensation. Mr. Mainusch’s employment agreement also contains non-competition provisions applicable for a 12-month period following termination, a covenant regarding corporate opportunities and a prohibition on the use of confidential information.

~~David Sturgeon~~

Mr. Sturgeon has served as Chief Financial Officer since June 5, 2014 and is compensated pursuant to an amended and restated employment agreement with CME Media Services Limited dated July 27, 2010. Prior to his appointment as Chief Financial Officer, Mr. Sturgeon served as acting CFO and Deputy CFO. Under his employment agreement, Mr. Sturgeon’s aggregate annual salary is US$ 500,000.

In 2014, Mr. Sturgeon earned a non-equity incentive plan award of US$ 1.0 million based on meeting quantitative and qualitative performance targets described in the Compensation Discussion and Analysis section above. Because targets for non-equity incentive plan awards were not met in 2013 and 2012, Mr. Sturgeon did not earn any non-equity incentive plan compensation for those years; however, the Compensation Committee elected to award Mr. Sturgeon a discretionary bonus of US$ 45,000 in 2013 and US$ 40,000 in 2012.

Mr. Sturgeon’s employment agreement provides for a ground transportation allowance as well as medical, disability and life insurance benefits. See footnotes (7), (8) and (10) of the Summary Compensation Table for additional information on his compensation. Mr. Sturgeon’s employment agreement also contains non-competition provisions applicable for a 12-month period following termination, a covenant regarding corporate opportunities and a prohibition on the use of confidential information.

~~Daniel Penn~~

Mr. Penn serves as General Counsel and is compensated pursuant to an amended employment agreement dated February 20, 2012 with CME Media Services Limited. Under his employment agreement, Mr. Penn’s aggregate annual salary is GBP 335,000 (approximately US$ 551,622).

In 2014, Mr. Penn earned a non-equity incentive plan award of US$ 1.1 million based on meeting quantitative and qualitative performance targets described in the Compensation Discussion and Analysis section above. Because targets for non-equity incentive plan awards were not met in 2013 and 2012, Mr. Penn did not earn any non-equity incentive plan compensation for those years; however, the Compensation Committee elected to award Mr. Penn a discretionary bonus of US$ 125,000 in 2013 and US$ 75,000 in 2012.

Mr. Penn’s employment agreement provides for medical, disability and life insurance benefits. See footnote (11) of the Summary Compensation Table for additional information on his compensation. Mr. Penn’s employment agreement also contains non-competition provisions applicable for a 12-month period following termination, a covenant regarding corporate opportunities and a prohibition on the use of confidential information.

~~GRANTS OF PLAN BASED AWARDS~~

The following table sets forth information with respect to estimated possible payouts under non-equity incentive plans and restricted stock units granted to the Named Executive Officers during the fiscal year ended December 31, 2014. We have not granted any option awards during the year ended December 31, 2014. In addition, no Named Executive Officer was granted a non-equity or equity incentive plan award in 2014 whose payout would be earned in whole or in part in a future year. Foreign currency amounts in the table below have been translated using the average exchange rate for the year ended December 31, 2014.

Estimated Possible Payouts under Non-Equity Incentive Plan Awards (1) All Other Stock Awards: Number of Shares of Stock or Units (2)

Grant Date
Grant Date Fair Value of Stock Awards
(US$)(3)
Target/Maximum
(US$)
Michael Del Nin 800,000
/ 1,600,000
71,260 (4) March 3, 2014 300,005
201,848 (4) June 2, 2014 573,248
Christoph Mainusch 800,000
/ 1,600,000
71,260 (4) March 3, 2014 300,005
201,848 (4) June 2, 2014 573,248
David Sturgeon 500,000
/ 1,000,000
88,032 June 2, 2014 250,011
Daniel Penn 551,622
/ 1,103,244
96,832 June 2, 2014 275,003

	2018	938,000	1,883,204	—	1,876,000	136,292	⁽³⁾	4,833,496
	2017	910,000	800,024	—	1,820,000	120,391	⁽⁴⁾	3,650,415
	2016	850,000	200,008	200,001	1,700,000	182,077	⁽⁵⁾	3,132,086
~~(1)~~	Estimated possible payouts for each Named Executive Officer were calculated using the criteria set out in the “2014 Non-equity Incentive Plan Award Targets for Named Executive Officers” in the Compensation Discussion and Analysis section of this proxy statement. There are no threshold amounts and Named Executive Officers are entitled to receive the target payout of their awards if the targets are achieved and the maximum payout if the targets are exceeded as set forth in the Compensation Discussion and Analysis section.


~~(2)~~	~~Consists of grants of non-performance based restricted stock units.~~


~~(3)~~	Grant date fair value was determined using the methodology provided by ASC 718. For a discussion of the assumptions underlying the valuation of employee stock compensation, see Part II, Item 8, Note 17 to our Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2014 accompanying this proxy statement.


~~(4)~~	~~Comprised of grants pursuant to the terms of his amended employment agreement.~~

~~OUTSTANDING EQUITY AT DECEMBER 31, 2014~~

~~The following table sets forth information with respect to restricted stock units granted to the Named Executive Officers and outstanding at December 31, 2014.~~

Restricted stock units with time-based vesting vest in four equal installments on each anniversary of the date of grant other than the grants made on June 25, 2013 in connection with an employee option exchange program conducted in 2013, which vest in three equal installments on each anniversary of the date of grant. Restricted stock units with performance based vesting are eligible for vesting over a four-year period on each anniversary of the date of grant in accordance with the performance criteria described in the Compensation Discussion and Analysis Section above under “Long-Term Equity Awards”. No Named Executive Officer holds any options to purchase shares of Class A Common Stock.

Outstanding Equity Awards at Fiscal Year End
Grant date Number of Units of Stock that have not Vested Market Value of Units of Stock that have not Vested
(US$)(1) Equity Incentive Plan Awards: Number of unearned Units that have not Vested
(US$) Equity Incentive Plan Awards: Market or Payout Value of unearned Units that have not Vested
(US$)(2)
Michael Del Nin March 3, 2014 71,260
228,745
—
—
June 2, 2014 201,848
647,932
—
—

Christoph Mainusch March 3, 2014 71,260
228,745
—
—
June 2, 2014 201,848
647,932
—
—

David Sturgeon June 14, 2012 7,500
24,075
—
—
June 12, 2013 15,000
48,150
20,000
64,200
June 25, 2013 12,988
41,691
—
—
June 2, 2014 88,032
282,583
—
—

Daniel Penn June 14, 2012 25,000
80,250
—
—
June 12, 2013 30,000
96,300
40,000
128,400
June 25, 2013 19,944
64,020
—
—
June 2, 2014 96,832
310,831
—
—


~~(1)~~	The market value of units of stock that have not vested is equal to the product of the number of units of stock that have not vested and the closing price of our Class A Common Stock on December 31, 2014.


~~(2)~~	~~The market value of unearned units of stock is equal to the product of the number of unearned units and the closing price of our Class A Common Stock on December 31, 2014.~~

~~STOCK VESTED~~

Set out below are restricted stock units that vested during the fiscal year ended December 31, 2014. No restricted stock units held by either Michael Del Nin or Christoph Mainusch vested during the year ended December 31, 2014. No Named Executive Officer holds any options to purchase shares of Class A Common Stock.

Stock Vested
Grant Date Number of Shares of Stock Acquired upon Vesting of Units Market Value of Units of Stock that have Vested (US$)(1)
David Sturgeon June 14, 2012 3,750
10,125
June 12, 2013 5,000
13,600
June 25, 2013 6,494
17,599

Daniel Penn June 14, 2012 12,500
33,750
June 12, 2013 10,000
27,200
June 25, 2013 9,972
27,024


~~(1)~~	The market value of units of stock that have vested was determined by multiplying the number of units of stock that vested by the closing price of our Class A Common Stock on the date such stock was vested.

~~POTENTIAL PAYMENTS UPON TERMINATION OR A CHANGE OF CONTROL~~

Set out below is information reflecting compensation that may be payable to each of the Named Executive Officers in the event of the termination of such Named Executive Officer’s employment. The amount of compensation payable upon voluntary termination, involuntary termination (other than for cause) or termination for cause is described below. We do not have any severance agreement or any agreement providing for any specific payments (commonly referred to as “parachute payments”) upon a change of control with any Named Executive Officer. However, equity incentive awards granted to employees and directors automatically become vested on a change of control pursuant to the Stock Incentive Plan. Except as set out below, a “change of control” for purposes hereof refers to certain corporate transactions (including a sale of substantially all of the assets of the Company and a merger or consolidation where the Company is not the surviving entity) as set forth in the Company’s award agreements that are customarily regarded as a change of control.

The amounts shown below assume that such termination or change of control was effective as of December 31, 2014. The amounts do not include salary earned through such period (which is reflected in the Summary Compensation Table) or accrued vacation days. The amounts below also do not include non-equity incentive plan compensation for any Named Executive Officers actually awarded in respect of the year ended December 31, 2014 (which is reflected in the Summary Compensation Table). Restricted stock unit values represent the closing price of shares of our Class A Common Stock on December 31, 2014. The numbers presented below are for illustrative purposes. Actual amounts that may be payable or will be paid can only be determined at the time of separation of a Named Executive Officer from the Company. Foreign currency amounts set out below have been translated using the exchange rate prevailing at December 31, 2014.

Michael Del Nin

~~Payments~~co-Chief Executive Officer

2018

938,000

1,883,204

—

1,876,000

136,292

⁽³⁾

4,833,496

2017

910,000

800,024

—

1,820,000

120,391

⁽⁴⁾

3,650,415

2016

850,000

200,008

200,001

1,700,000

182,077

⁽⁵⁾

3,132,086

Christoph Mainusch

co-Chief Executive Officer

2018

938,000

1,883,204

—

1,876,000

92,163

⁽⁶⁾

4,789,367

2017

910,000

800,024

—

1,820,000

84,629

⁽⁷⁾

3,614,653

2016

850,000

200,008

200,001

1,700,000

148,773

⁽⁸⁾

3,098,782

David Sturgeon

Chief Financial Officer

2018

546,000

711,685

—

1,092,000

121,922

⁽⁹⁾

2,471,607

2017

530,000

280,012

—

1,060,000

137,219

⁽¹⁰⁾

2,007,231

2016

515,000

80,009

80,000

1,030,000

132,905

⁽¹¹⁾

1,837,914

Daniel Penn

General Counsel

2018

552,000

890,615

—

1,104,000

16,965

⁽¹²⁾

2,563,580

2017

536,000

350,017

—

1,072,000

12,593

⁽¹³⁾

1,970,610

2016

514,816

100,004

100,000

1,040,000

12,714

⁽¹³⁾

1,767,534

⁽¹⁾

These amounts reflect aggregate grant date fair value of restricted stock units and options granted during the fiscal years ended December 31, 2018, 2017 and 2016 under ~~employment agreement~~

Mr. Del Nin has an employment agreement for an indefinite term. Pursuant to Mr. Del Nin’s employment agreement, we may terminate his employment agreement at any time without cause. Mr. Del Nin may terminate his employment agreementthe 2015 Stock Incentive Plan and the Amended and Restated Stock Incentive Plan, as applicable, in accordance with ASC 718. Assumptions used in the ~~event~~calculation of ~~uncured material breaches by us (“Good Reason”). If we give notice of termination~~the aggregate grant date fair value are included in Part II, Item 8, Note 17 to ~~Mr. Del Nin (other than~~our Financial Statements included in our Annual Report on Form 10-K for ~~cause) or if he terminates for Good Reason, his employment agreement shall terminate with immediate effect and~~ the ~~Company will make a payment equal to two times his annual salary and an amount equal to his target~~year ended December 31, 2018.


⁽²⁾	Information in respect of non-equity incentive plan ~~award, pro rated~~awards is summarized below for each Named Executive Officer.


⁽³⁾	Represents US$ 45,736 for school fees, US$ 31,910 for tax return preparation fees, US$ 30,000 for ground transportation, and US$ 28,646 for health and life insurance benefits.


⁽⁴⁾	Represents US$ 42,513 for school fees, US$ 31,255 for tax return preparation fees, US$ 30,000 for ground transportation, and US$ 16,623 for health and life insurance benefits.


⁽⁵⁾	Represents US$ 68,588 for overseas housing allowance, US$ 35,357 for school fees, US$ 31,218 for tax return preparation fees, US$ 30,000 for ground transportation, and US$ 16,914 for health and life insurance benefits.


⁽⁶⁾	Represents US$ 33,710 for health and life insurance benefits, US$ 30,000 for ground transportation, US$ 17,890 for school fees and US$ 10,563 for tax return preparation fees.


⁽⁷⁾	Represents US$ 30,000 for ground transportation, US$ 20,567 for school fees, US$ 26,473 for health and life insurance benefits and US$ 7,589 for tax return preparation fees.


⁽⁸⁾	Represents US$ 68,588 for overseas housing allowance, US$ 30,000 for ground transportation, US$ 20,097 for school fees, US$ 23,952 for health and life insurance benefits and US$ 6,136 for tax return preparation fees.


⁽⁹⁾	Represents US$ 76,514 for school fees, US$ 25,696 for health and life insurance benefits, US$ 18,000 for ground transportation and US$ 1,712 for tax return preparation fees.


⁽¹⁰⁾	Represents US$ 93,885 for school fees, US$ 23,695 for health and life insurance benefits, US$ 18,000 for ground transportation and US$ 1,639 for tax return preparation fees.


⁽¹¹⁾	Represents US$ 89,496 for school fees, US$ 23,808 for health and life insurance benefits, US$ 18,000 for ground transportation and US$ 1,601 for tax return preparation fees.


⁽¹²⁾	Represents health and life insurance benefits of US$ 11,060 and relocation costs of US$ 5,905.


⁽¹³⁾	Represents health and life insurance benefits.

Michael Del Nin

Mr. Del Nin has served as co-Chief Executive Officer since September 16, 2013 and is compensated pursuant to an amended and restated employment agreement dated December 21, 2017 with CME Media Services Limited, a wholly owned subsidiary of the Company. From January 1, 2019, Mr. Del Nin is entitled to receive an annual salary of US$ 967,000.

In 2018, Mr. Del Nin earned a non-equity incentive plan award of US$ 1.9 million based on meeting quantitative and qualitative performance targets described in the Compensation Discussion and Analysis section above. Mr. Del Nin earned awards of US$ 1.8 million in 2017 and US$ 1.7 million in 2016 for the achievement of performance targets set by the Compensation Committee for those years.

Mr. Del Nin’s employment agreement provides for a ground transportation allowance as well as medical, disability and life insurance benefits. See footnotes (3) to (5) of the Summary Compensation Table for additional information on his compensation. Mr. Del Nin’s employment agreement also contains non-competition provisions applicable for a 12-month period following termination, a covenant regarding corporate opportunities and a prohibition on the use of confidential information.

Christoph Mainusch

Mr. Mainusch has served as co-Chief Executive Officer since September 16, 2013 and is compensated pursuant to an amended and restated employment agreement dated December 21, 2017 with CME Media Services Limited. From January 1, 2019, Mr. Mainusch is entitled to receive an annual salary of US$ 967,000.

In 2018, Mr. Mainusch earned a non-equity incentive plan award of US$ 1.9 million based on meeting quantitative and qualitative performance targets described in the Compensation Discussion and Analysis section above. Mr. Mainusch earned awards of US$ 1.8 million in 2017 and US$ 1.7 million in 2016 for the achievement of performance targets set by the Compensation Committee for those years.

Mr. Mainusch’s employment agreement provides for a ground transportation allowance as well as medical, disability and life insurance benefits. See footnotes (6) to (8) of the Summary Compensation Table for additional information on his compensation. Mr. Mainusch’s employment agreement also contains non-competition provisions applicable for a 12-month period following termination, a covenant regarding corporate opportunities and a prohibition on the use of confidential information.

David Sturgeon

Mr. Sturgeon has served as Chief Financial Officer since June 5, 2014 and is compensated pursuant to an amended and restated employment agreement dated December 21, 2017 with CME Media Services Limited. From January 1, 2019, Mr. Sturgeon is entitled to receive an annual salary of US$ 563,000.

In 2018, Mr. Sturgeon earned a non-equity incentive plan award of US$ 1.1 million based on meeting quantitative and qualitative performance targets described in the Compensation Discussion and Analysis section above. Mr. Sturgeon earned a non-equity incentive plan award of US$ 1.1 million in 2017 and US$ 1.0 million in 2016 for the achievement of performance targets set by the Compensation Committee for those years.

Mr. Sturgeon’s employment agreement provides for a ground transportation allowance as well as medical, disability and life insurance benefits. See footnotes (9) to (11) of the Summary Compensation Table for additional information on his compensation. Mr. Sturgeon’s employment agreement also contains non-competition provisions applicable for a 12-month period following termination, a covenant regarding corporate opportunities and a prohibition on the use of confidential information.

Daniel Penn

Mr. Penn has served as General Counsel since May 1, 2004 and is compensated pursuant to an amended and restated employment agreement dated December 21, 2017 with CME Media Services Limited. From January 1, 2019, Mr. Penn is entitled to receive an annual salary of US$ 569,000.

In 2018, Mr. Penn earned a non-equity incentive plan award of US$ 1.1 million based on meeting quantitative and qualitative performance targets described in the Compensation Discussion and Analysis section above. Mr. Penn earned a non-equity incentive plan award of US$ 1.1 million in 2017 and US$ 1.0 million in 2016 for the achievement of performance targets set by the Compensation Committee for those years.

Mr. Penn’s employment agreement provides for medical, disability and life insurance benefits. See footnotes (12) and (13) of the Summary Compensation Table for additional information on his compensation. Mr. Penn’s employment agreement also contains non-competition provisions applicable for a 12-month period following termination, a covenant regarding corporate opportunities and a prohibition on the use of confidential information.

GRANTS OF PLAN BASED AWARDS

The following table sets forth information with respect to non-equity incentive plan and stock awards granted to the Named Executive Officers during the fiscal year ended December 31, 2018. No Named Executive Officer was granted a non-equity incentive plan award in 2018 whose payout would be earned in whole or in part in a future year. Foreign currency amounts in the table below have been translated using the average exchange rate for the year ended December 31, 2018.



	Estimated Possible Payouts under Non-Equity Incentive Plan Awards ⁽¹⁾		Restricted Stock Awards ⁽²⁾		Grant Date Fair Value of Stock and Option Awards (US$) ⁽³⁾
	Target (US$)	Maximum (US$)	Number of Shares of Stock or Units	Grant Date	Grant Date Fair Value of Stock and Option Awards (US$) ⁽³⁾
Michael Del Nin	938,000	1,876,000	187,276	March 5, 2018	824,014
			144,121	July 31, 2018	559,189
Christoph Mainusch	938,000	1,876,000	187,276	March 5, 2018	824,014
			144,121	July 31, 2018	559,189
David Sturgeon	546,000	1,092,000	65,456	March 5, 2018	288,006
			57,649	July 31, 2018	223,678
Daniel Penn	552,000	1,104,000	82,048	March 5, 2018	361,011
			72,061	July 31, 2018	279,597



	Performance - Based Stock Awards				Grant Date Fair Value of Target Stock Awards (US$)
	Threshold (#)	Target (#)	Maximum (#)	Grant Date	Grant Date Fair Value of Target Stock Awards (US$)
Michael Del Nin	78,370	156,740	313,480	December 4, 2018	500,001
Christoph Mainusch	78,370	156,740	313,480	December 4, 2018	500,001
David Sturgeon	31,348	62,696	125,392	December 4, 2018	200,000
Daniel Penn	39,186	78,372	156,744	December 4, 2018	250,007

⁽¹⁾

Calculated using the ~~termination date. Assuming a termination date~~criteria set out in “2018 Compensation Decisions - 2018 Non-Equity Incentive Plan Awards" in the Compensation Discussion and Analysis section of ~~December 31, 2014, Mr. Del Nin would be~~this proxy statement. Named Executive Officers are entitled to receive ~~US$ 1.6 million, subject to deductions for social insurance~~the target payout of their awards if the targets are achieved and ~~other withholdings. Mr. Del Nin is also entitled to medical and dental insurance for a period of 12 months following termination.~~

~~Mr. Del Nin may also terminate his employment agreement at any time on 12 months’ notice. We may elect to make payment~~the maximum payout if the targets are exceeded as set forth in lieu of notice, and pay him the portion of his annual salary for the portion of the notice period remaining at the time the Company makes this election. Assuming we elect to make payment in lieu of notice for the entire notice period and a termination date of December 31, 2014, Mr. Del Nin would be entitled to receive US$ 800,000, subject to deductions for social insurance and other withholdings.

~~In the event we terminate Mr. Del Nin’s employment agreement due to cause, he is not entitled to receive any additional remuneration.~~

~~Equity~~

~~The terms of Mr. Del Nin’s restricted stock unit agreements do not provide for the vesting of any restricted stock units on termination although~~ the Compensation ~~Committee has agreed~~Discussion and Analysis section. There are no threshold amounts payable to ~~consider in good faith whether to vest any awards on termination without cause. In the event his employment agreement is terminated and the Compensation Committee does~~Named Executive Officers if minimum target levels are not ~~agree to vest any restricted stock units, the restricted stock units awarded to Mr. Del Nin shall immediately terminate on the date~~achieved.

⁽²⁾

Consists of ~~such termination.~~

~~Pursuant to Mr. Del Nin’s restricted stock unit agreements, in the event~~grants of ~~a change of control, all~~time-based restricted stock units granted ~~to Mr. Del Nin would vest~~on March 5, 2018 and ~~become immediately exercisable. On December 31, 2014, the value of all~~performance-based restricted stock units earned on July 31, 2018 on the termination of the 2015 LTIP (see “2018 Compensation Decisions - Long-Term Equity Incentive Awards" in the Compensation Discussion and Analysis section of this proxy statement).

⁽³⁾

Includes all equity granted to ~~Mr. Del Nin~~each Named Executive Officer in 2018. Grant date fair value was ~~US$ 876,677.~~

~~Christoph Mainusch~~

~~Payments under employment agreement~~

~~Mr. Mainusch has an employment agreement~~determined using the methodology provided by ASC 718. For a discussion of the assumptions underlying the valuation of employee stock compensation, see Part II, Item 8, Note 17 to our Financial Statements included in our Annual Report on Form 10-K for ~~an indefinite term. Pursuant~~the year ended December 31, 2018.

OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2018

The following tables set forth information with respect to restricted stock units and options of the Named Executive Officers outstanding at December 31, 2018.

Restricted stock units with time-based vesting and options vest in four equal installments on each anniversary of the date of grant. Restricted stock units with performance-based vesting are eligible for vesting in accordance with the performance criteria of the 2019 LTIP described in the Compensation Discussion and Analysis Section above under “Elements of Compensation - Long-term Equity Incentive Programs”.



	Stock Awards
	Grant date	Number of Units of Stock that have not Vested ⁽¹⁾	Market Value of Units of Stock that have not Vested (US$) ^{(1) (2)}	Equity Incentive Plan Awards: Number of unearned Units that have not Vested ⁽³⁾	Equity Incentive Plan Awards: Market or Payout Value of unearned Units that have not Vested (US$) ^{(2) (3)}
Michael Del Nin	March 13, 2015	18,727	52,061	—	—
	March 7, 2016	40,652	113,013	—	—
	March 7, 2017	96,777	269,040	—	—
	June 5, 2017	73,173	203,421	—	—
	March 5, 2018	187,276	520,627	—	—
	December 4, 2018	—	—	156,740	435,737

Christoph Mainusch	March 13, 2015	18,727	52,061	—	—
	March 7, 2016	40,652	113,013	—	—
	March 7, 2017	96,777	269,040	—	—
	June 5, 2017	73,173	203,421	—	—
	March 5, 2018	187,276	520,627	—	—
	December 4, 2018	—	—	156,740	435,737

David Sturgeon	March 13, 2015	7,491	20,825	—	0
	March 7, 2016	16,262	45,208		0
	March 7, 2017	31,452	87,437	—	0
	June 5, 2017	27,441	76,286	—	0
	March 5, 2018	65,456	181,968	—	0
	December 4, 2018	—	—	62,696	174,295

Daniel Penn	March 13, 2015	9,364	26,032	—	0
	March 7, 2016	20,326	56,506	—	0
	March 7, 2017	36,291	100,889	—	0
	June 5, 2017	36,588	101,715	—	0
	March 5, 2018	82,048	228,093	—	0
	December 4, 2018	—	—	78,372	217,874


⁽¹⁾	Consists of grants of time-based restricted stock units.

⁽²⁾

The market value of unvested units is equal to ~~Mr. Mainusch’s employment agreement, we may terminate his employment agreement at any time without cause. Mr. Mainusch may terminate his employment agreement for Good Reason. If we give notice~~the product of ~~termination to Mr. Mainusch (other than for cause) or if he terminates for Good Reason, his employment agreement shall terminate with immediate effect~~the number of unvested units and the ~~Company will make a payment equal to two times his annual salary and an amount equal to his target non-equity incentive plan award, pro rated to the termination date. Assuming a termination date~~closing price of our Class A Common Stock on December 31, ~~2014, Mr. Mainusch would be entitled to receive US$ 1.6 million, subject to deductions for social insurance and other withholdings.~~2018.

⁽³⁾

~~Mr. Mainusch may also terminate his employment agreement at any time on 12 months’ notice. We may elect to make payment in lieu~~

Consists of notice, and pay him the portion of his annual salary for the portion of the notice period remaining at the time the Company makes this election. Assuming we elect to make payment in lieu of notice for the entire notice period and a termination date of December 31, 2014, Mr. Mainusch would be entitled to receive US$ 800,000, subject to deductions for social insurance and other withholdings.

~~In the event we terminate Mr. Mainusch’s employment agreement due to cause, he is not entitled to receive any additional remuneration.~~

~~Equity~~

~~The terms of Mr. Mainusch’s~~performance-based restricted stock ~~unit agreements do not provide for~~units.



	Option Awards
	Grant date	Number of Securities Underlying Unexercised Options Exercisable	Number of Securities Underlying Unexercised Options Unexercisable	Option Exercise Price (US$)	Option Expiration Date
Michael Del Nin	June 2, 2015	375,000	125,000	2.29	June 1, 2025
	March 7, 2016	64,280	64,280	2.46	March 6, 2026

Christoph Mainusch	June 2, 2015	375,000	125,000	2.29	June 1, 2025
	March 7, 2016	64,280	64,280	2.46	March 6, 2026

David Sturgeon	June 2, 2015	150,000	50,000	2.29	June 1, 2025
	March 7, 2016	25,712	25,712	2.46	March 6, 2026

Daniel Penn	June 2, 2015	187,500	62,500	2.29	June 1, 2025
	March 7, 2016	32,140	32,140	2.46	March 6, 2026

STOCK VESTED

Set out below is information regarding time-based and performance-based restricted stock units that vested during the fiscal year ended December 31, 2018. No options held by a Named Executive Officer were exercised during the year ended December 31, 2018.



	Stock Vested
	Grant Date	Number of Shares of Stock Acquired upon Vesting of Units	Market Value of Units of Stock that have Vested (US$) ⁽¹⁾
Michael Del Nin	March 3, 2014	17,815	78,386
	June 2, 2014	50,462	191,756
	March 13, 2015	93,634	397,945
	March 7, 2016	20,326	89,434
	March 7, 2017	32,259	141,940
	June 5, 2017	24,391	92,686
	July 31, 2018	293,935	1,140,468

Christoph Mainusch	March 3, 2014	17,815	78,386
	June 2, 2014	50,462	191,756
	March 13, 2015	93,634	397,945
	March 7, 2016	20,326	89,434
	March 7, 2017	32,259	141,940
	June 5, 2017	24,391	92,686
	July 31, 2018	293,935	1,140,468

David Sturgeon	June 2, 2014	22,008	83,630
	March 13, 2015	37,454	159,180
	March 7, 2016	8,131	35,776
	March 7, 2017	10,484	46,130
	June 5, 2017	9,147	34,759
	July 31, 2018	117,575	456,191

Daniel Penn	June 2, 2014	24,208	91,990
	March 13, 2015	46,818	198,977
	March 7, 2016	10,163	44,717
	March 7, 2017	12,097	53,227
	June 5, 2017	12,196	46,345
	July 31, 2018	146,969	570,240

⁽¹⁾

The market value of units of stock that have vested was determined by multiplying the ~~vesting~~number of ~~any restricted~~units of stock ~~units on termination although~~that vested by the Compensation Committee has agreed to consider in good faith whether to vest any awards on termination without cause. In the event his employment agreement is terminated and the Compensation Committee does not agree to vest any restricted stock units, the restricted stock units awarded to Mr. Mainusch shall immediately terminateclosing price of our Class A Common Stock on the date of such ~~termination.~~

~~Pursuant to Mr. Mainusch’s restricted~~ stock unit agreements, in the event of a change of control, all restricted stock units granted to Mr. Mainusch would vest and become immediately exercisable. On December 31, 2014, the value of all restricted stock units granted to Mr. Mainusch was ~~US$ 876,677.~~

24vested.

~~David Sturgeon~~

~~Payments under employment agreement~~

Mr. Sturgeon has an employment agreement for an indefinite term. We may terminate Mr. Sturgeon’s employment agreement without cause on 12 months’ notice. Mr. Sturgeon may terminate his employment agreement for Good Reason. If we give notice of termination to Mr. Sturgeon (other than for cause) or Mr. Sturgeon terminates for Good Reason, his employment agreement will terminate with immediate effect and the Company will make payment in lieu of notice equal to 12 months of salary. Mr. Sturgeon is also entitled to an amount equal to (i) his annual target bonus and (ii) a target non-equity incentive plan award, pro rated to the termination date. Assuming a termination date of December 31, 2014, Mr. Sturgeon would be entitled to US$ 1.0 million, subject to deductions for social insurance and other withholdings. Mr. Sturgeon is also entitled to medical and dental insurance for a period of 12 months following termination.

Mr. Sturgeon may also terminate his employment agreement at any time on 12 months’ notice. We may elect to make payment in lieu of notice, and pay him the portion of his annual salary for the portion of the notice period remaining at the time the Company makes this election. Mr. Sturgeon is also entitled to any earned but unpaid non-equity incentive plan awards. Assuming we elect to make payment in lieu of notice for the entire notice period and a termination date of December 31, 2014, Mr. Sturgeon would be entitled to receive US$ 500,000, subject to deductions for social security and other withholdings.

~~In the event we terminate Mr. Sturgeon’s employment agreement due to cause, he is not entitled to receive any additional remuneration.~~

~~Equity~~

The terms of Mr. Sturgeon’s restricted stock unit agreements do not provide for the vesting of any restricted stock units on termination. In the event his employment agreement is terminated, any restricted stock units awarded to Mr. Sturgeon shall immediately terminate on the date of such termination.

Pursuant to Mr. Sturgeon’s restricted stock unit agreements, in the event of a change of control, all restricted stock units granted to Mr. Sturgeon would become immediately exercisable. On December 31, 2014, the value of all restricted stock units granted to Mr. Sturgeon was US$ 460,699.

~~Daniel Penn~~

~~Payments under employment agreement~~

Mr. Penn has an employment agreement for an indefinite term. Pursuant to Mr. Penn’s employment agreement, we may terminate Mr. Penn’s employment agreement without cause on 12 months’ notice. Mr. Penn may terminate his employment agreement for Good Reason. If we give notice of termination to Mr. Penn (other than for cause) or if Mr. Penn terminates for Good Reason, his employment agreement shall terminate with immediate effect and the Company will make payment in lieu of notice equal to 12 months of salary. In the event we terminate Mr. Penn’s employment, he is also entitled to an amount equal to (i) his annual target bonus, (ii) his vacation days in respect of the notice period and (iii) a target non-equity incentive plan award, pro rated to the termination date. Assuming a termination date of December 31, 2014, Mr. Penn would be entitled to receive approximately US$ 1.1 million, subject to deductions for social insurance and other withholdings. Mr. Penn is also entitled to medical and dental insurance for a period of 12 months following termination.

Mr. Penn may also terminate his employment agreement at any time on 12 months’ notice. We may elect to make payment in lieu of notice, and pay him the portion of his annual salary for the portion of the notice period remaining at the time the Company makes this election. Assuming we elect to make payment in lieu of notice for the entire notice period and a termination date of December 31, 2014, Mr. Penn would be entitled to receive approximately US$ 520,348, subject to deductions for social insurance and other withholdings.

~~In the event we terminate Mr. Penn’s employment agreement due to cause, he is not entitled to receive any additional remuneration.~~

~~Equity~~

The terms of Mr. Penn’s restricted stock unit agreements do not provide for the vesting of any restricted stock units on termination. In the event his employment agreement is terminated, any restricted stock units awarded to Mr. Penn shall immediately terminate on the date of such termination.

Pursuant to Mr. Penn’s restricted stock unit agreements, in the event of a change of control, all outstanding restricted stock units granted to Mr. Penn would become immediately exercisable. On December 31, 2014, the value of all restricted stock units granted to Mr. Penn was US$ 679,801.

POTENTIAL PAYMENTS UPON TERMINATION OR A CHANGE OF CONTROL

Set out below is information reflecting compensation that may be payable to each of the Named Executive Officers in the event of the voluntary termination, involuntary termination (other than for cause) or termination for cause of such Named Executive Officer’s employment. While we do not have any severance or similar agreement with any Named Executive Officer providing for any specific payments on a change of control, a change of control may result in the voluntary or involuntary termination of a Named Executive Officer, following which the compensation set below may be payable. In addition, equity incentive awards granted to Named Executive Officers automatically become vested on a change of control in accordance with the terms of award agreements in respect of awards granted under the 2015 Stock Incentive Plan. For purposes hereof, a “change of control” refers to certain corporate transactions or other events (including a sale of substantially all of the assets of the Company and a merger or consolidation where the Company is not the surviving entity) as set forth in the 2015 Stock Incentive Plan or the Company’s award agreements that are customarily regarded as a change of control and excludes certain capital transactions involving AT&T Inc.

The amounts shown below assume that such termination or change of control was effective as of December 31, 2018. The amounts do not include salary earned through such period or non-equity incentive plan compensation for any Named Executive Officers actually awarded in respect of the year ended December 31, 2018 (each of which is reflected in the Summary Compensation Table), or accrued vacation days. Restricted stock unit values represent the closing price of shares of our Class A Common Stock on December 31, 2018. Option values represent the difference between the closing price of shares of our Class A Common Stock on December 31, 2018 and the exercise price of such options. The numbers presented below are for illustrative purposes. Actual amounts that may be payable or will be paid can only be determined at the time of separation of a Named Executive Officer from the Company.

Michael Del Nin

Payments under employment agreement

Mr. Del Nin has an employment agreement for an indefinite term. Pursuant to Mr. Del Nin’s employment agreement, we may terminate his employment at any time without cause. Mr. Del Nin may terminate his employment agreement in the event of certain uncured material breaches by us, which following a change of control also include specified changes in the composition of the Board of Directors of the Company as well as the expiration of a six-month period following such change of control (“Good Reason”). If we give notice of termination to Mr. Del Nin (other than for cause) or if he terminates for Good Reason, the Company shall make a payment equal to (i) two times his annual salary and (ii) two times the average non-equity incentive plan award paid to him for the two years prior to such termination. Assuming a termination date of December 31, 2018, Mr. Del Nin would be entitled to receive US$ 5.6 million, subject to deductions for social insurance and other withholdings. Mr. Del Nin is also entitled to medical and dental insurance for a period of 12 months following termination.

Mr. Del Nin may also terminate his employment at any time on 12 months’ notice. We may elect to make payment in lieu of notice, and pay him the portion of his annual salary for the portion of the notice period remaining at the time the Company makes this election. Assuming we elect to make payment in lieu of notice for the entire notice period and a termination date of December 31, 2018, Mr. Del Nin would be entitled to receive US$ 938,000, subject to deductions for social insurance and other withholdings.

In the event we terminate Mr. Del Nin’s employment due to cause, he is not entitled to receive any additional remuneration.

Equity

If we give notice of termination to Mr. Del Nin (other than for cause) or if he terminates for Good Reason, all time-based equity awards granted to Mr. Del Nin would vest and become immediately exercisable. In addition, any performance conditions for performance-based restricted stock units shall lapse and a pro-rated amount of performance restricted stock units calculated pursuant to the underlying award agreement would vest. Pursuant to the underlying award agreements, performance levels for any not yet completed periods shall be assumed to be equal to target levels set for such periods.

If Mr. Del Nin terminates for other than Good Reason, all restricted stock units and unvested options awarded to Mr. Del Nin shall immediately terminate on the date of such termination. Any options issued to Mr. Del Nin that have vested as of the date of such termination may be exercised for a period of three months following such termination date.

In the event we terminate Mr. Del Nin’s employment due to cause, all vested but unexercised and unvested options granted to him shall immediately terminate.

In the event of a change of control, all equity awards granted to Mr. Del Nin would vest and options would become immediately exercisable pursuant to Mr. Del Nin's equity award agreements.

On December 31, 2018, the value of all unvested equity awards granted to Mr. Del Nin was US$ 1,593,899 and the value of all vested options was US$ 204,320.

Christoph Mainusch

Payments under employment agreement

Mr. Mainusch has an employment agreement for an indefinite term. Pursuant to Mr. Mainusch’s employment agreement, we may terminate his employment at any time without cause. Mr. Mainusch may terminate his employment agreement for Good Reason. If we give notice of termination to Mr. Mainusch (other than for cause) or if he terminates for Good Reason, the Company shall make a payment equal to (i) two times his annual salary and (ii) two times the average non-equity incentive plan award paid to him for the two years prior to such termination. Assuming a termination date of December 31, 2018, Mr. Mainusch would be entitled to receive US$ 5.6 million, subject to deductions for social insurance and other withholdings. Mr. Mainusch is also entitled to medical and dental insurance for a period of 12 months following termination.

Mr. Mainusch may also terminate his employment at any time on 12 months’ notice. We may elect to make payment in lieu of notice, and pay him the portion of his annual salary for the portion of the notice period remaining at the time the Company makes this election. Assuming we elect to make payment in lieu of notice for the entire notice period and a termination date of December 31, 2018, Mr. Mainusch would be entitled to receive US$ 938,000, subject to deductions for social insurance and other withholdings.

In the event we terminate Mr. Mainusch’s employment due to cause, he is not entitled to receive any additional remuneration.

Equity

If we give notice of termination to Mr. Mainusch (other than for cause) or if he terminates for Good Reason, all time-based equity awards granted to Mr. Mainusch would vest and become immediately exercisable. In addition, any performance conditions for performance-based restricted stock units shall lapse and a pro-rated amount of performance restricted stock units calculated pursuant to the underlying award agreement would vest. Pursuant to the underlying award agreements, performance levels for any not yet completed periods shall be assumed to be equal to target levels set for such periods.

If Mr. Mainusch terminates for other than Good Reason, all restricted stock units and unvested options awarded to Mr. Mainusch shall immediately terminate on the date of such termination. Any options issued to Mr. Mainusch that have vested as of the date of such termination may be exercised for a period of three months following such termination date.

In the event we terminate Mr. Mainusch’s employment due to cause, all vested but unexercised and unvested options granted to him shall immediately terminate.

In the event of a change of control, all equity awards granted to Mr. Mainusch would vest and options would become immediately exercisable pursuant to Mr. Mainusch’s equity award agreements.

On December 31, 2018, the value of all unvested equity awards granted to Mr. Mainusch was US$ 1,593,899 and the value of all vested options was US$ 204,320.

David Sturgeon

Payments under employment agreement

Mr. Sturgeon has an employment agreement for an indefinite term. We may terminate Mr. Sturgeon’s employment without cause on 12 months’ notice. Mr. Sturgeon may terminate his employment for Good Reason. If we give notice of termination to Mr. Sturgeon (other than for cause) or Mr. Sturgeon terminates for Good Reason, the Company will make payment in lieu of notice equal to 12 months of salary. Mr. Sturgeon is also entitled to payment of an amount consisting of (i) his target annual non-equity incentive plan award and (ii) his annual target non-incentive plan award pro-rated to the termination date. Assuming a termination date of December 31, 2018, Mr. Sturgeon would be entitled to receive US$ 1.1 million, subject to deductions for social insurance and other withholdings. Mr. Sturgeon is also entitled to medical and dental insurance for a period of 12 months following termination.

Mr. Sturgeon may also terminate his employment at any time on 12 months’ notice. We may elect to make payment in lieu of notice, and pay him the portion of his annual salary for the portion of the notice period remaining at the time the Company makes this election. Mr. Sturgeon is also entitled to any earned but unpaid non-equity incentive plan awards. Assuming we elect to make payment in lieu of notice for the entire notice period and a termination date of December 31, 2018, Mr. Sturgeon would be entitled to receive US$ 546,000, subject to deductions for social security and other withholdings.

In the event we terminate Mr. Sturgeon’s employment due to cause, he is not entitled to receive any additional remuneration.

Equity

The terms of Mr. Sturgeon’s equity award agreements do not provide for the vesting of any awards on termination. Any restricted stock units and unvested options awarded to Mr. Sturgeon shall immediately terminate on the date of his termination. Any options issued to Mr. Sturgeon that have vested as of a date of termination (other than for cause) may be exercised for a period of three months following such termination date.

In the event of a change of control, all restricted stock units and options granted to Mr. Sturgeon would vest and become immediately exercisable pursuant to Mr. Sturgeon’s equity award agreements.

On December 31, 2018, the value of all unvested equity awards granted to Mr. Sturgeon was US$ 586,018 and the value of all vested options was US$ 81,728.

Daniel Penn

Payments under employment agreement

Mr. Penn has an employment agreement for an indefinite term. Pursuant to Mr. Penn’s employment agreement, we may terminate Mr. Penn’s employment without cause on 12 months’ notice. Mr. Penn may terminate his employment for Good Reason. If we give notice of termination to Mr. Penn (other than for cause) or if Mr. Penn terminates for Good Reason, the Company will make payment in lieu of notice equal to 12 months of salary. Mr. Penn is also entitled to payment of an amount consisting of (i) two times his target annual non-equity incentive plan award and, (ii) his vacation days in respect of the notice period plus accrued vacation days and (iii) his annual target non-incentive plan award pro-rated to the termination date. Assuming a termination date of December 31, 2018, Mr. Penn would be entitled to receive US$ 1.9 million, subject to deductions for social insurance and other withholdings. Mr. Penn is also entitled to medical and dental insurance for a period of 12 months following termination.

Mr. Penn may also terminate his employment at any time on 12 months’ notice. We may elect to make payment in lieu of notice, and pay him the portion of his annual salary for the portion of the notice period remaining at the time the Company makes this election. Mr. Penn is also entitled to receive any earned but unpaid bonuses awarded in accordance with his employment agreement and payment for accrued vacation days. Assuming we elect to make payment in lieu of notice for the entire notice period and a termination date of December 31, 2018, Mr. Penn would be entitled to receive US$ 552,000, subject to deductions for social insurance and other withholdings.

In the event we terminate Mr. Penn’s employment due to cause, he is not entitled to receive any additional remuneration.

Equity

The terms of Mr. Penn’s equity award agreements do not provide for the vesting of any awards on termination. Any restricted stock units and unvested options awarded to Mr. Penn shall immediately terminate on the date of his termination. Any options issued to Mr. Penn that have vested as of a date of termination (other than for cause) may be exercised for a period of three months following such termination date.

In the event of a change of control, all restricted stock units and options granted to Mr. Penn would vest and become immediately exercisable pursuant to Mr. Penn’s equity award agreements.

On December 31, 2018, the value of all unvested equity awards granted to Mr. Penn was US$ 731,109 and the value of all vested options was US$ 102,160.

PAY RATIO DISCLOSURE

We are providing the following information regarding the ratio of the annual total compensation of our principal executive officer to the annual total compensation of our median employee.

For 2018, the annual total compensation of our principal executive officer was US$ 4,811,432. For purposes of this disclosure, this amount is calculated as the average of the annual total compensation of our two co-Chief Executive Officers, as reported in the Summary Compensation Table. The annual total compensation of our median employee (other than the co-Chief Executive Officers) for 2018, was US$ 23,752. Based on this information, the ratio of the annual total compensation of our principal executive officer to the annual total compensation of our median employee for 2018 was 203:1.

We have concluded that the average total compensation of the two co-Chief Executive Officers for 2018 is the most appropriate representation of the annual total compensation of the principal executive officer for purposes of this pay ratio disclosure. This is consistent with the evaluation of the compensation of co-Chief Executive Officers, which is determined with reference to the average compensation of the chief executive officer and the second highest paid executive officer of the peer group (see “Use of Peer Group Companies” under the Compensation Discussion and Analysis section of this proxy statement). This pay ratio calculation is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.

We selected December 31, 2018 as the date on which to determine our median employee. For purposes of calculating total annual compensation of our median employee, we considered the salary and bonus (which do not include other non-wage compensation) earned by all active full-time and part-time employees of the Company (including all consolidated subsidiaries) as reflected in our payroll records. We annualized compensation for such employees that were not employed for the entire calendar year but did not make any cost-of-living adjustments. Amounts of compensation in a currency other than U.S. dollars have been translated using the exchange rate as of December 31, 2018.

Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions, the pay ratio disclosure presented here may not be comparable to the pay ratio reported by other companies.

DIRECTOR COMPENSATION

We may use a combination of cash and equity to compensate non-employee directors. ~~Each~~Prior to the Company’s 2017 Annual General Meeting, each non-employee director iswas entitled to receive a cash fee of US$ 65,000 per annum ~~($50,000 prior to July 1, 2014).~~and an award of restricted stock units having a value of approximately US$ 65,000 on the date of grant. In addition, ~~Mr. Billock receives~~the independent chairman of the Board was entitled to receive a cash fee of US$ 25,000 ~~per annum as Chairman;~~ and ~~with effect from July 1, 2014,~~ the chair of each of our standing committees ~~receives~~received an additional cash fee of US$ ~~5,000 per annum.~~5,000. Members of the Audit Committee ~~are~~were paid a cash fee of US$ ~~12,000 per annum.~~12,000. Members of the Compensation Committee and members of the Corporate Governance/Nominating Committee ~~are~~were paid a cash fee of US$ ~~5,000 per annum. See~~5,000.

Since the ~~Corporate~~Company’s 2017 Annual General Meeting, participating directors who are elected at an Annual General Meeting of the Company have the option of receiving annual director compensation either as (i) cash fees in the amounts previously paid for a year of Board and committee service (described above) and a grant of restricted stock units having a value of US$ 65,000 or (ii) a grant of restricted stock units having a value equal to the total remuneration a participating director would otherwise be entitled to receive for service on the Board and as a chair or a member of the Board’s standing committees plus a premium. For compensation consisting solely of restricted stock units, such compensation will only be received on the vesting of such restricted stock units and the compensation ultimately earned by participating directors will depend on share price performance, which serves to better align their interests with shareholders. All participating directors elected to receive director compensation for the service year ending with the Meeting in the form of restricted stock units. (See the "Corporate Governance and Board of ~~Director Matters~~Directors Matters" section of this proxy statement for additional information on committee membership.)

The following table sets ~~forth~~out information in respect of compensation ~~paid to~~earned by directors for the year ended December 31, ~~2014 including~~2018. Director compensation consists solely of grants of restricted stock ~~units.~~units for participating directors for the current period of service, which will end on the election of directors at the Meeting. We do not have any non-equity incentive compensation plans or pension or non-qualified deferred compensation earnings and directors received no other compensation. Ms. Knobloch (who resigned as a director on March 31, 2018), Messrs. Cappuccio and Shapiro (who each resigned on December 4, 2018), Zeiler (who is not standing for re-election) and ~~Ms. Knobloch~~Turner declined any director compensation.

Fees Earned or Paid in Cash (US$) Stock Awards
(US$)(1) Total Compensation (US$)
John K. Billock (2) 67,500
65,000
132,500
Charles Frank 69,500
65,000
134,500
Herbert Granath (3) 21,250
—
21,250
Alfred Langer 97,000
65,000
162,000
Fred Langhammer (4) 15,000
—
15,000
Bruce Maggin 70,000
65,000
135,000
Parm Sandhu 97,000
65,000
162,000
Duco Sickinghe (5) 84,250
65,000
149,250
Kelli Turner 71,500
65,000
136,500



	Fees Earned or Paid in Cash (US$)	Stock Awards (US$)⁽¹⁾⁽²⁾	Total Compensation (US$)
John K. Billock	—	212,501	212,501
Alfred Langer	—	183,753	183,753
Parm Sandhu	—	196,254	196,254
Kelli Turner	—	190,001	190,001

⁽¹⁾

These amounts consist of grants of restricted stock units and reflect total compensation paid to participating directors for current period of service, which will end on the election of directors at the Meeting. Stock awards representing compensation paid to directors for the period of service that ended at the Company’s 2018 Annual General Meeting in June 2018 were reported in the proxy statement for the 2018 Annual General Meeting.

⁽²⁾

These amounts reflect aggregate grant date fair value of restricted stock unit awards granted during the fiscal year ended December 31, ~~2014~~2018 pursuant to the 2015 Stock Incentive Plan in accordance with ASC ~~718 of awards pursuant to the Stock Incentive Plan.~~718. Assumptions used in the calculation of this amount are included in Part II, Item 8, Note 17 to our Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, ~~2014. All directors elected at the 2014 Annual General Meeting were awarded~~2018. Such restricted stock units ~~having~~have a ~~value of US$ 65,000 on the date of grant, other than those who declined director compensation.~~


~~(2)~~	~~Mr. Billock was appointed to the Board on April 15, 2014.~~


~~(3)~~	~~Mr. Granath resigned as a director on March 20, 2014.~~


~~(4)~~	~~Mr. Langhammer resigned as a director on March 14, 2014.~~


~~(5)~~	~~Mr. Sickinghe resigned as a director on January 1, 2015.~~one-year vesting period.

~~Annual Equity Grant~~

Pursuant to our Stock Incentive Plan, on the date of each annual general meeting, each non-employee director who has served as a director since the last annual general meeting or who has been otherwise approved by the Board although having served a shorter term shall receive either non-incentive stock options to purchase shares of Class A Common Stock, restricted stock or restricted stock units (or a combination thereof), as determined in the sole discretion of the Compensation Committee.

The Stock Incentive Plan provides the Compensation Committee with the authority to stipulate the vesting period for all automatic awards, whether options, restricted stock or restricted stock units. The Compensation Committee determined that the automatic grant for 2014 should consist solely of restricted stock units with a vesting period of one year.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of ~~April 16, 2015~~March 28, 2019 with respect to the beneficial ownership of shares of our outstanding voting securities of (i) each Named Executive Officer, (ii) each director, (iii) all directors and executive officers as a group and (iv) each shareholder known by us to beneficially own more than 5% of any class of our outstanding voting securities. Our outstanding voting securities are comprised of ~~135,381,285~~253,279,975 shares of Class A Common Stock and a share of Series A Convertible Preferred Stock (the “Series A Preferred Share”)., which is entitled to one vote for each of the 11,211,449 shares of Class A Common Stock into which it is convertible. Our other ~~authorized classes~~outstanding equity securities are the 200,000 shares of ~~capital stock include (i) the~~ Series B Convertible Redeemable Preferred Stock (the “Series B Preferred Stock”), of which ~~there~~ are ~~200,000 shares outstanding and which does not have voting rights~~non-voting except in certain limited circumstances and ~~(ii)~~which are convertible into approximately 111.1 million shares of Class A Common Stock at the option of Warner Media. Our other authorized class of equity securities is Class B Common Stock, of which there are no shares outstanding. See Note 102 and Note 11 below for additional ~~information about the Series A Preferred Share and Series B Preferred Stock.~~information.

In computing the number and percentage of shares owned by each shareholder, we have included any shares of Class A Common Stock that could be acquired within 60 days of ~~April 16, 2015~~March 28, 2019 by the exercise of stock options, the vesting of restricted stock units or the ~~exercise~~conversion of ~~warrants.~~shares of Series B Preferred Stock. These shares, however, are not counted in computing the percentage ownership of any other shareholder. Except as otherwise noted, each of the shareholders identified in the table has sole voting and investment power over the shares beneficially owned by such shareholder.

Beneficial Ownership
Name of Beneficial Owner Class A Common Stock Options and RSUs (1) Other Securities (2) % Ownership
John K. Billock —
22,887
—
*
Paul Cappuccio —
—
—
--
Charles Frank (3) 27,700
54,887
—
*
Iris Knobloch —
—
—
--
Alfred Langer 24,500
54,887
—
*
Bruce Maggin (4) 24,500
54,887
—
*
Parm Sandhu (5) 74,500
42,887
—
*
Douglas Shapiro —
—
—
--
Kelli Turner 24,500
27,887
—
*
Gerhard Zeiler —
—
—
--

Michael Del Nin (6) 10,689
50,462
—
*
Christoph Mainusch (7) 25,000
68,277
—
*
David Sturgeon (8) 18,994
30,758
—
*
Daniel Penn (9) 44,972
46,708
—
*

All directors and executive officers as a group
(14 persons)
275,355
454,527
—
*

Time Warner Inc. (10) 61,407,775
—
12,270,400
49.90 %
TW Media Holdings LLC(10)
61,407,775
—
12,270,400
49.90 %
Time Warner Media Holdings B.V. (10) 61,407,775
—
12,270,400
49.90 %
Federated Investors, Inc. (11) 10,285,328
—
—
7.60 %



	Beneficial Ownership
Name of Beneficial Owner	Class A Common Stock	Options and RSUs ⁽¹⁾	Series B Preferred Stock ⁽²⁾	% Ownership
John K. Billock⁽³⁾	126,419	—	—	*
Alfred Langer⁽⁴⁾	148,594	—	—	*
Parm Sandhu ⁽⁵⁾	262,807	—	—	*
Kelli Turner⁽⁶⁾	147,140	—	—	*
Trey Turner (Theodore McKinley Turner III)	—	—	—	--
Gerhard Zeiler**	—	—	—	--

Michael Del Nin ⁽⁷⁾	786,212	471,420	—	*
Christoph Mainusch ⁽⁸⁾	797,855	471,420	—	*
David Sturgeon ⁽⁹⁾	422,111	188,568	—	*
Daniel Penn ⁽¹⁰⁾	347,987	235,710	—	*

All directors and executive officers as a group (10 persons)	3,039,125	1,367,118	—	1.73	%

AT&T Inc.⁽¹¹⁾	162,334,771	—	111,136,877	75.04	%
Warner Media, LLC (formerly Time Warner Inc.)⁽¹¹⁾	162,334,771	—	111,136,877	75.04	%
TW Media Holdings LLC⁽¹¹⁾	162,334,771	—	111,136,877	75.04	%
Time Warner Media Holdings B.V. ⁽¹¹⁾	162,334,771	—	111,136,877	75.04	%


*	Less than 1.0%.


1.**	Not standing for re-election.


⁽¹⁾	Includes shares of Class A Common Stock underlying exercisable stock options or vested restricted stock units and stock options or restricted stock units that will become exercisable or vest within 60 days of ~~April 16, 2015.~~


2.	~~Includes exercisable warrants to purchase shares of Class A Common Stock.~~March 28, 2019.

⁽²⁾

~~Does not include warrants to purchase an aggregate~~Represents the number of ~~4,452~~ shares of Class A Common Stock into which ~~are not currently exercisable.~~the 200,000 outstanding shares of Series B Preferred Stock is convertible. For additional information on the Series B Preferred Stock, see Note 12 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018.


4. ⁽³⁾	Does not include ~~warrants to purchase an aggregate of 3,381 shares of Class A Common Stock which are not currently exercisable.~~


5.	~~Does not include warrants to purchase an aggregate of 20,307 shares of Class A Common Stock which are not currently exercisable.~~


6.	~~Does not include 579,367~~55,195 shares of Class A Common Stock underlying unvested restricted stock units.


7. ⁽⁴⁾	Does not include ~~579,367~~47,728 shares of Class A Common Stock underlying unvested restricted stock units.


8. ⁽⁵⁾	Represents shares beneficially owned by Mr. Sandhu which are held in a family trust. Does not include ~~(i) 262,578~~50,975 shares of Class A Common Stock underlying unvested restricted stock units ~~and (ii) warrants to purchase an aggregate of 1,260~~or non-exercisable stock options.


⁽⁶⁾	Does not include 49,351 shares of Class A Common Stock ~~which are not currently exercisable.~~underlying unvested restricted stock units.


9. ⁽⁷⁾	Does not include ~~(i) 352,340~~851,510 shares of Class A Common Stock underlying unvested restricted stock units ~~and (ii) warrants to purchase an aggregate of 4,221~~or non-exercisable stock options.


⁽⁸⁾	Does not include 851,510 shares of Class A Common Stock ~~which are not currently exercisable.~~underlying unvested restricted stock units or non-exercisable stock options.


~~10.~~ ⁽⁹⁾	Does not include 314,848 shares of Class A Common Stock underlying unvested restricted stock units or non-exercisable stock options.


⁽¹⁰⁾	Does not include 394,215 shares of Class A Common Stock underlying unvested restricted stock units or non-exercisable stock options.

⁽¹¹⁾

Information ~~in respect of the beneficial ownership of Time~~(other than percentage ownership) for AT&T Inc.("AT&T"), Warner ~~Inc. (“~~Media, LLC ("~~Time Warner~~WM”"), TW Media Holdings LLC (“TWMH”) and Time Warner Media Holdings B.V. (“TWBV”) is based upon a statement on Schedule 13D/A filed jointly by them on ~~November 20, 2014.~~June 19, 2018. The address of AT&T, a Delaware corporation, is 208 S.Akard St., Dallas, Texas 75202. The address of each of ~~Time Warner,~~WM, a Delaware ~~corporation,~~limited liability company, and TWMH, a Delaware limited liability company, is One Time Warner Center, New York, New York 10019. The address of TWBV, a private limited liability company organized under the laws of The Netherlands, is Naritaweg 237, 1043CB Amsterdam, The Netherlands. ~~Time Warner~~AT&T owns directly and indirectly all of the equity interests of WM. WM owns directly and indirectly all of the equity interests of TWMH and TWMH owns directly all of the equity interests of TWBV. ~~Time Warner,~~AT&T, WM, TWBV and TWMH beneficially own the Series A Preferred Share and 200,000 shares of Series B Preferred Stock. ~~The~~TWBV as the holder of the Series A Preferred Share is entitled to one vote per each 11,211,449 shares of Class A Common Stock into which it is convertible. Pursuant to the terms of the conversion of the Series A Preferred Share, the underlying shares of Class A Common Stock were not included in the calculations of ownership percentages set forth in the table above. In addition, Time Warner, TWBV and TWMH beneficially own 12,270,400 shares of Class A Common Stock underlying exercisable warrants issued to TWBV on May 2, 2014. The number of shares of Class A Common Stock that are exercisable under such warrants has been adjusted by us to reflect additional issuances of Class A Common Stock since November 20, 2014. For additional information on the Series A Preferred Share, ~~the Series B Preferred Stock, the warrants referenced above and additional warrants held by Time Warner and TWBV which are not currently exercisable,~~ see ~~Notes 12 and~~Note 13 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, ~~2014 accompanying this proxy statement.~~2018.

~~11.~~

On April 25, 2018, WM and TWBV exercised outstanding warrants to purchase 100,926,996 shares of Class A Common Stock (which shares are included in the Class A Common Stock ownership in the table above). At the time of the exercise of these warrants, WM and TWBV each undertook for a period of at least two years to transfer the right to vote these 100,929,996 shares at general meetings of the Company (on all matters other than any resolution in respect of a change of control) to the independent directors of the Company and issued standing proxies to the independent directors authorizing them to vote such shares as described in this paragraph. Because these standing proxies have a twelve-month term, each of WM and TWBV will issue a replacement proxy substantially identical to the initial standing proxy on or prior to April 25, 2019. In addition, each of WM and TWBV has the option of issuing a third proxy identical to the initial proxy following the expiration of the twelve-month term of the replacement proxy; and WM and TWBV have agreed not to revoke the proxies prior to their expiration dates. In accordance with these standing proxies, the 100,926,996 shares subject to these standing proxies will be voted at the Meeting in proportion to the votes cast at the Meeting, excluding such shares.

Information in respect of beneficial ownership of Federated Investors, Inc. (other than percentage ownership) is based upon a statement on Schedule 13G (Amendment no. 1) filed jointly by Federated Investors, Inc., Voting Shares Irrevocable Trust, John F. Donahue, Rhodora J. Donahue and J. Christopher Donahue on February 11, 2015, each reporting sole voting and dispositive power over 10,285,328 shares of Class A Common Stock. Federated Investors, Inc. (the “~~Parent”) is the parent holding company of Federated Equity Management Company of Pennsylvania and Federated Global Investment Management Corp. (the “Investment Advisers~~”), which act as investment advisers to registered investment companies and separate accounts that own the reported securities. The Investment Advisers are wholly owned subsidiaries of FII Holdings, Inc. which is a wholly owned subsidiary of Parent. All of Parent’s outstanding voting stock is held in the Voting Shares Irrevocable Trust (the “~~Trust”) for which John F. Donahue, Rhodora J. Donahue and J. Christopher Donahue act as trustees (collectively, the “Trustees~~”). Parent, the Trust, and each of the Trustees declare that the Schedule 13G should not be construed as an admission that they are the beneficial owners of the reported securities, and each expressly disclaims beneficial ownership of the reported securities.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our officers, directors and persons who beneficially own greater than 10% of a registered class of our equity securities to file certain reports (“Section 16 Reports”) with the SEC with respect to ownership and changes in ownership of shares of our common stock and other equity securities. Based solely on our review of the Section 16 Reports furnished to us and written representations from certain reporting persons, we believe that, during the fiscal year ended December 31, ~~2014,~~2018, all filing requirements under Section 16(a) applicable to our officers, directors and greater than 10% beneficial owners were complied with on a timely basis.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Review and Approval of Related Party Transactions

All transactions in which we and our directors and executive officers or members of their immediate families are participants that are subject to review, ratification or approval by us under relevant SEC regulations and NASDAQ Marketplace Rules are reviewed to determine whether such persons have a direct or indirect material interest. Management is primarily responsible for the development and implementation of processes and controls to obtain information from the directors and executive officers in respect of such related party transactions and for determining, based on the facts and circumstances, whether we or a related party has a direct or indirect material interest in the transaction. Pursuant to relevant SEC regulations, transactions that are determined to be directly or indirectly material to us or a related person are disclosed in ~~our~~this proxy statement.

Our Corporate Governance/Nominating Committee reviews, approves or ratifies relevant related party transactions in accordance with a written procedure. In the course of its review, approval or ratification of related party transactions, the Corporate Governance/Nominating Committee considers: the nature of the related party’s interest in the transaction; the material terms of the transaction; the nature of our participation in the transaction; whether the transaction would impair the judgment of the related party to act in our best interests; and such other matters as are considered appropriate.

Any member of the Corporate Governance/Nominating Committee who is a related party in respect of a transaction under review may not participate in the deliberations or vote for an approval or ratification of such transaction.

Related Party Transactions

We consider our related parties to be those shareholders who have direct control and/or influence and other parties that can significantly influence management as well as our officers and directors; a “connected” party is one in relation to whom we are aware of the existence of a family or business connection to a shareholder, director or officer. We have identified transactions with individuals or entities associated with ~~Time Warner~~AT&T Inc., who is represented on our Board of Directors and holds a ~~49.6%~~44.5% voting interest in the Company as at December 31, ~~2014,~~2018, as material related party transactions.

~~Time Warner~~

AT&T Inc.

~~In addition to~~AT&T Inc. is the ~~transactions set forth in the table below, an affiliate~~largest beneficial owner of ~~Time Warner Inc. owns 200,000~~ shares of our ~~Series B Preferred Stock. Pursuant~~Class A common stock. See "Security Ownership of Certain Beneficial Owners and Management" above for information regarding its beneficial and voting interest in the Company. Furthermore, AT&T Inc. has the right to appoint one less director than the ~~terms~~number required to constitute a majority of our Board of Directors, provided that AT&T Inc. continues to own at least 40% of the ~~Certificate~~voting power of ~~Designations for~~ the ~~Series B Preferred Stock, in connection~~Company. In addition, we are party to an amended investor rights agreement with Warner Media and the ~~closing~~other parties thereto under which, among other things, Warner Media was granted a contractual pre-emptive right (subject to certain exclusions) with respect to issuances of the Company’s ~~rights offering on May 2, 2014 the conversion price~~equity securities, which permits it to maintain its pro rata economic interest as well as a right to top any offer that would result in a change of control of the ~~Series B Preferred Stock was adjusted to~~Company. In addition, Warner Media is our largest secured creditor, as it guarantees 100% of our outstanding senior indebtedness. Warner Media is also the lender under the US$ ~~2.42 as a result~~75.0 million 2023 Revolving Credit Facility. The Reimbursement Agreement between us and Warner Media in respect of those guarantees and the ~~additional shares~~2023 Revolving Credit Facility contain maintenance covenants in respect of ~~Class A Common Stock issued to participants in~~interest cover, cash flow cover and total leverage ratios and include covenants with limitations on the ~~rights offering.~~incurrence of indebtedness (including refinancing indebtedness), the provision of guarantees, acquisitions and disposals and granting security.

The table below sets forth transactions between the Company and AT&T Inc. and its subsidiaries for the year ending December 31, 2018.

For The Year Ending December 31, 2014
(US$ in 000's)
Purchases of programming $ 20,713
Sales 59
Interest expense 61,887


	December 31, 2014		For The Year Ending December 31, 2018
	(US$ in 000's)		(US$ in 000's)
Cost of revenues			$	22,609
Interest expense			31,867
Programming liabilities	$	24,980	12,171
Other accounts payable and accrued liabilities	150		292
Accounts receivable, gross	197
Long-term debt and other financing arrangements ⁽¹⁾	269,862
Accrued interest payable ⁽²⁾⁽¹⁾	4,763		1,749
Other non-current liabilities⁽³⁾⁽²⁾	10,299		33,465

⁽¹⁾

Amount represents accrued fees payable to Warner Media for guaranteeing the ~~(i) aggregate principal amount held by Time Warner Inc. of~~Company’s 2021 Euro Loan and the ~~Company's outstanding 15.0% senior secured notes due 2017 (the "2017 PIK Notes"), (ii) the amounts drawn on the Company's 15.0% term loan due 2017 funded by Time Warner Inc. (the "2017 Term~~Company’s 2023 Euro Loan~~") and (iii) the amounts drawn under the Company's senior secured floating rate revolving credit facility due 2017 funded by Time Warner Inc. (the "2017 Revolving Credit Facility"), less respective issuance discounts, plus interest~~ for which we have not yet paid in cash or made an election to pay in kind. ~~The weighted average interest rate of our long-term debt and other financing arrangements with Time Warner Inc. was 14.7%. There were no principal repayments during the year ended December 31, 2014.~~


~~(2)~~	Amount represents the accrued interest on the principal amount of the outstanding 2017 PIK Notes held by Time Warner Inc., which is payable in kind in arrears until November 15, 2015, and on the outstanding balance of the 2017 Term Loan and the 2017 Revolving Credit Facility.

~~(3)~~

Amount represents the commitment fee payable to Time Warner Inc. in connection with their agreement to provide or assist with arranging a loan facility to refinance the outstanding principal amount of the Company's 5.0% senior convertible notes due 2015 at or immediately prior to their maturity in November 2015, as well as the accrued fee payable to Time Warner Inc. for unconditionally guaranteeing the Company's floating rate senior unsecured term credit facility with BNP Paribas as administrative agent. For additional information on ~~the Company's~~our long-term debt, ~~and senior credit facilities~~ see Part II, Item 8, Note 5 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, ~~2014 accompanying this proxy statement.~~2018.


⁽²⁾	Amount represents the accrued fees payable to Warner Media for guaranteeing the Company’s 2021 Euro Loan and the Company’s 2023 Euro Loan for which we made an election to pay in kind. For additional information on our long-term debt, see Part II, Item 8, Note 5 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018.

3039

AUDIT COMMITTEE REPORT

To Our Shareholders:

The Audit Committee has reviewed and discussed with management the Company’s audited consolidated financial statements for the fiscal year ended December 31, ~~2014.~~2018.

The Audit Committee has discussed with ~~Deloitte~~Ernst & Young LLP, our independent registered public accounting firm for the fiscal year ended December 31, 2018, the matters required to be discussed by ~~the Statements on~~ Auditing ~~Standards~~Standard No. ~~61, as amended,~~1301, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board ~~in Rule 3200T.~~standards.

The Audit Committee has also received the written disclosures and the letter from ~~Deloitte~~Ernst & Young LLP required by the applicable requirements of the Public Company Accounting Oversight Board regarding ~~Deloitte~~Ernst & Young LLP’s communications with the Audit Committee concerning independence, and have discussed with ~~Deloitte~~Ernst & Young LLP its independence.

Based on the reviews and discussions referred to above, the Audit Committee has recommended to the Board of Directors that the audited financial statements referred to above be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2014~~2018 filed with the Securities and Exchange Commission.

Submitted by:

ALFRED W. LANGER

~~CHARLES FRANK~~

PARM SANDHU

KELLI TURNER

MEMBERS OF THE AUDIT COMMITTEE



TABLE OF CONTENTS		Page

	NOTICE

	GENERAL INFORMATION	1
	PROPOSAL 1 - ELECTION OF DIRECTORS	23
	CORPORATE GOVERNANCE AND BOARD OF ~~DIRECTOR~~DIRECTORS MATTERS	5
	EXECUTIVE OFFICERS	89
	COMPENSATION DISCUSSION AND ANALYSIS	10
	COMPENSATION COMMITTEE REPORT	1825
	COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION	1825
	SUMMARY COMPENSATION TABLE	1825
	GRANTS OF PLAN BASED AWARDS	2128
	OUTSTANDING EQUITY AT DECEMBER 31, ~~2014~~2018	2228
	STOCK VESTED	2331
	POTENTIAL PAYMENTS UPON TERMINATION OR A CHANGE OF CONTROL	2332
	PAY RATIO DISCLOSURE	35
	DIRECTOR COMPENSATION	2635
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	2736
	SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	2838
	CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	2938
	AUDIT COMMITTEE REPORT	3140
	PROPOSAL 2 - ~~APPROVAL~~AMENDMENT OF 2015 STOCK INCENTIVE PLAN TO INCREASE SHARES AVAILABLE FOR ISSUANCE	3141
	PROPOSAL 3 - AMENDMENTS TO BYE-LAWS 137, 145 AND 147	48
	PROPOSAL 4 - AMENDMENT TO BYE-LAW 138	50
	PROPOSAL 5 - SELECTION OF AUDITORS	3751
	SHAREHOLDER PROPOSALS	3852
	~~MISCELLANEOUS~~GENERAL MATTERS	3952
	ANNEX A ~~- 2015 STOCK INCENTIVE PLAN~~	~~A-1~~54



Equity Compensation Plan Information
	(a)	(b)	(c)
Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders:
Stock options	2,011,392	$2.32	⁽¹⁾
Restricted stock units	2,497,927	n/a	⁽¹⁾
Equity compensation plans not approved by security holders	—	—	—
Total	4,509,319	$2.32	1,168,415



Equity Compensation Plan Information
	(a)	(b)	(c)
Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders:
Stock options	155,000	$29.88	(1)
Restricted stock units	1,367,234	n/a	(1)
Equity compensation plans not approved by security holders	—	—	—
Total	1,522,234	$29.88	2,339,056


1)	Title of each class of securities to which transaction applies:


2)	Aggregate number of securities to which transaction applies:


3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):


o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


1.	to elect ~~ten~~five directors to serve until the next Annual General Meeting of Shareholders;


2.	to ~~approve~~amend the 2015 Stock Incentive ~~Plan; and~~Plan to increase the number of shares of Class A Common Stock available for issuance thereunder by 10 million shares;


3.	to amend Bye-laws 137, 145 and 147 of the Company's Bye-laws;


5.	to appoint ~~Deloitte~~Ernst & Young LLP as the independent registered public accounting firm for the Company in respect of the fiscal year ending December 31, ~~2015~~2019 and to authorize the directors, acting through the Audit Committee, to approve their fee.



	Revenues (1)		Market capitalization (2)	Enterprise value (3)
	(US$ in millions)
75^th percentile	1,420		3,060	3,577
Median	735		1,611	2,442
25^th percentile	436		1,246	1,642
Central European Media Enterprises Ltd.	691	(4)	381	1,242



	Year	Salary (US$)		Bonus (US$)(1)	Stock Awards (US$) (2)	Non-Equity Incentive Plan Compensation (US$)(1)	All Other Compensation (US$)		Total Compensation (US$)
Michael Del Nin co-Chief Executive Officer	2014	800,000		—	873,253	1,600,000	226,195	(3)	3,499,448
	2013	233,242		—	—	200,000	20,389	(4)	453,631
Christoph Mainusch co-Chief Executive Officer	2014	800,000		—	873,253	1,600,000	156,751	(5)	3,430,004
	2013	233,242		—	—	200,000	78,205	(6)	511,447
David Sturgeon Chief Financial Officer	2014	448,277		—	250,011	1,000,000	159,648	(7)	1,857,936
	2013	398,967		45,000	88,600	—	173,843	(8)	706,410
	2012	414,405	(9)	40,000	83,850	—	166,852	(10)	705,107
Daniel Penn General Counsel	2014	551,622		—	275,003	1,103,244	11,043	(11)	1,940,912
	2013	523,765		125,000	177,200	—	11,001	(11)	836,966
	2012	530,903		75,000	279,500	—	9,260	(11)	894,663


1)	Amount Previously Paid:


2)	Form, Schedule or Registration Statement No.:


3)	Filing Party:


4)	Date Filed:



	Fees Earned or Paid in Cash (US$)	Stock Awards (US$)(1)	Total Compensation (US$)
John K. Billock (2)	67,500	65,000	132,500
Charles Frank	69,500	65,000	134,500
Herbert Granath (3)	21,250	—	21,250
Alfred Langer	97,000	65,000	162,000
Fred Langhammer (4)	15,000	—	15,000
Bruce Maggin	70,000	65,000	135,000
Parm Sandhu	97,000	65,000	162,000
Duco Sickinghe (5)	84,250	65,000	149,250
Kelli Turner	71,500	65,000	136,500



	For The Year Ending December 31, 2014
	(US$ in 000's)
Purchases of programming	$	20,713
Sales	59
Interest expense	61,887


⁽¹⁾	There were 1,168,415 shares available for issuance under the 2015 Plan at December 31, 2018 after reflecting both stock options and restricted stock units in column (a).


~~(1)~~	~~There were 2,339,056 shares available for issuance under the 2012 Plan at December 31, 2014 after~~