UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.      )

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LIBERTY GLOBAL PLC

(Name of Registrant as Specified In Its Charter)

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

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May 21, 2020

Dear Shareholder:

You are invited to attend the 2020 Annual General Meeting of Shareholders (the AGM) of Liberty Global plc. This year our AGM will be held in Denver, Colorado at 9:00 a.m. Mountain Time (11:00 a.m. Eastern Time and 4:00 p.m. British Summer Time) on Tuesday, June 30, 2020, at 1550 Wewatta St., Suite 1000, Denver, Colorado 80202 U.S., telephone number +1 (303) 220 6600.

As a result of U.S. federal, state and local regulations and guidelines related to the COVID-19 pandemic, physical attendance at the meeting may be subject to restrictions or limitations based upon company policy. In order to provide shareholders with the ability to join remotely, the company intends to webcast the AGM for shareholders. The webcast can be accessed at https://www.libertyglobal.com/investors/investor-relations/presentations-and-webcasts/. For up-to-date information, please refer to our website at https://www.libertyglobal.com/investors/investor-relations/.

The accompanying notice of the annual general meeting of shareholders and proxy statement describes the meeting, the resolutions you will be asked to consider and vote upon and related matters.

Your vote is important, regardless of the number of shares you own. Whether or not you plan to attend the 2020 Annual General Meeting, please read the enclosed proxy materials and vote as soon as possible to make sure that your shares are represented. You may vote via the internet or, if you receive a printed copy of your proxy materials, you may vote by mail by signing, dating and returning your proxy card in the envelope provided.

Thank you for your continued support and interest in our company.

Sincerely,

Michael T. Fries

President and Chief Executive Officer

Liberty Global plc

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

LIBERTY GLOBAL PLC

Notice of Annual General Meeting of Shareholders

to be Held June 30, 2020

The 2020 Annual General Meeting of Shareholders (the AGM) of Liberty Global plc (Liberty Global) will be held at 9:00 a.m. Mountain Time (11:00 a.m. Eastern Time and 4:00 p.m. British Summer Time) on Tuesday, June 30, 2020, at 1550 Wewatta St., Suite 1000, Denver, Colorado 80202 U.S., telephone number +1 (303) 220 6600, for the following purposes:

1. Elect Miranda Curtis as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2023 or until a successor in interest is appointed.

2. Elect John W. Dick as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2023 or until a successor in interest is appointed.

3. Elect JC Sparkman as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2023 or until a successor in interest is appointed.

4. Elect J. David Wargo as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2023 or until a successor in interest is appointed.

5. Approve, on an advisory basis, the annual report on the implementation of the directors’ compensation policy for the year ended December 31, 2019, contained in Appendix A of the proxy statement (in accordance with requirements applicable to U.K. companies).

6. Approve the director’s compensation policy contained in Appendix A of Liberty Global’s proxy statement for the 2020 AGM (in accordance with requirements applicable to United Kingdom (U.K.) companies) to be effective as of the date of the 2020 AGM.

7. Approve, on an advisory basis, the compensation of the named executive officers, as disclosed in Liberty Global’s proxy statement for the 2020 AGM pursuant to the compensation disclosure rules of the Securities and Exchange Commission, under the heading “Executive Officers and Directors Compensation”.

8. Choose, on an advisory basis, the frequency at which future advisory votes on the compensation of the named executive officers, as disclosed pursuant to the Securities and Exchange Commission’s compensation disclosure rules, will be held.

9. Ratify the appointment of KPMG LLP (U.S.) as Liberty Global’s independent auditor for the year ending December 31, 2020.

10. Appoint KPMG LLP (U.K.) as Liberty Global’s U.K. statutory auditor under the U.K. Companies Act 2006 (the Companies Act) (to hold office until the conclusion of the next annual general meeting at which accounts are laid before Liberty Global).

11. Authorize the audit committee of Liberty Global’s board of directors to determine the U.K. statutory auditor’s compensation.

12. Authorize Liberty Global’s board of directors in accordance with Section 570 of the Companies Act to allot equity securities (as defined in Section 560 of the Companies Act) for cash pursuant to the authority conferred under section 551 of the Companies Act by resolution 10 passed at the Annual General Meeting of Liberty Global held on June 11, 2019, without the rights of preemption provided by Section 561 of the Companies Act.

13. Authorize Liberty Global and its subsidiaries to make political donations to political parties, independent election candidates and/or political organizations other than political parties and/or incur political expenditures of up to $1,000,000 under the Companies Act.

14. Approve the form agreements and counterparties pursuant to which Liberty Global may conduct the purchase of its ordinary shares in the capital of Liberty Global and authorize all or any of Liberty Global’s directors and senior officers to enter into, complete and make purchases of ordinary shares in the capital of Liberty Global pursuant to the form of agreements and with any of the approved counterparties, which approvals will expire on the fifth anniversary of the 2020 AGM.

Please refer to the proxy statement for detailed information on each of these resolutions. We encourage you to read the proxy statement in its entirety before voting. Our board of directors has approved each resolution and recommends that the shareholders entitled to vote at the AGM vote “FOR” each of the resolutions, except resolution 8 where our board of directors recommends that shareholders vote in favor of the “3 Years” frequency. No shareholder has proposed, in accordance with sections 100 through 102 of our articles of association, any additional resolutions to be brought before the AGM.

Resolutions 1 through 7, 9 through 11 and 13 through 14 will be proposed as ordinary resolutions, which means that, assuming a quorum is present, each resolution will be approved if a simple majority of votes cast are cast in favor thereof. Resolution 12 will be proposed as a special resolution, which means that, assuming a quorum is present, the resolution will be approved if 75% of the votes cast are cast in favor thereof.

With respect to the advisory vote on resolution 5 regarding approving our U.K. statutory implementation report for the year ended December 31, 2019, and resolution 7 regarding our named executive officer compensation as reported in the proxy statement, the result of the vote for each resolution will not require our board of directors or any committee thereof to take any action. Our board of directors will, however, carefully consider the outcome of the advisory vote on the resolution as it values the opinions of our shareholders. Although resolution 8 on the frequency for the advisory vote on our named executive officers compensation is also an advisory vote, our board will follow the option (three years, two years or one year) receiving a majority of the votes cast.

During the AGM, our board of directors will lay before our company our U.K. annual report and accounts for the year ended December 31, 2019, which report includes our statutory accounts, the U.K. Statutory Directors’ Report and the statutory Auditors’ Report for the year ended December 31, 2019.

All shareholders of Liberty Global are invited to attend the AGM. As a result of U.S. federal, state and local regulations and guidelines related to the COVID-19 pandemic, physical attendance at the meeting may be subject to restrictions or limitations based upon company policy. In order to provide shareholders with the ability to join remotely, the company intends to webcast the AGM for shareholders. The webcast can be accessed at https://www.libertyglobal.com/investors/investor-relations/presentations-and-webcasts/. For up-to-date information, please refer to our website at https://www.libertyglobal.com/investors/investor-relations/.

All shareholders of record of Liberty Global Class A ordinary shares or Liberty Global Class B ordinary shares of Liberty Global (collectively, the voting shares) as of 5:00 p.m. Eastern Time (10:00 p.m. British Summer Time) on May 15, 2020, the record date for the AGM, are entitled to notice of the AGM or any adjournment thereof and are entitled to vote at the AGM or any adjournment thereof. The holders of our voting shares will vote together as a single class on each of the above resolutions. A list of shareholders entitled to vote at the AGM will be available at our offices at 161 Hammersmith Road, London W6 8BS, U.K., and at 1550 Wewatta Street, Suite 1000, Denver, Colorado 80202 U.S., for review by any shareholder, for any purpose germane to the AGM, for at least 10 days prior to the AGM. The shareholders of record of Liberty Global Class C ordinary shares are not entitled to vote on the resolutions to be presented at the AGM. As noted above, due to the ongoing COVID-19 pandemic, we may have some restrictions on building access and room occupancy in accordance with company policy and relevant government orders and guidelines. If you plan to inspect materials in person in London or Denver, please monitor our website at https://www.libertyglobal.com/investors/investor-relations, for the most up-to-date information on building access.

Your vote is important, regardless of the number of shares you own. To make sure your shares are represented at the AGM, please vote as soon as possible, whether or not you plan to attend the AGM. You may vote by proxy either over the internet or by requesting a proxy card to complete, sign and promptly return in the postage-paid envelope (if mailed in the U.S.).

If you vote via the internet, your vote must be received by 1:00 a.m. Eastern Time (6:00 a.m. British Summer Time), on June 30, 2020. You may revoke your proxy in the manner described in the accompanying proxy statement.

By Order of the Board of Directors,

Bryan H. Hall

Secretary

May 21, 2020

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

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

TABLE OF CONTENTS
TABLE OF CONTENTS
PROXY STATEMENT	1	Outstanding Equity Awards at Fiscal Year-End	50
Voting Matters and Board Recommendations	2	Option Exercises and Shares Vested	53
QUESTIONS AND ANSWERS ABOUT THE AGM AND VOTING	3	Deferred Compensation Plan	54
CORPORATE GOVERNANCE	7	Employment and Other Agreements	55
Governance Guidelines	7	Potential Payments Upon Termination or Change in Control	60
Director Independence	7	Termination of Employment	61
Board Leadership Structure	7	Change in Control	64
Risk Oversight	7	CEO Pay Ratio	67
Code of Business Conduct and Code of Ethics	8	Director Compensation	67
Political Contributions	9	2019 Compensation of Directors	70
Shareholder Communication with Directors	9	RESOLUTION 5	72
Policies Regarding Hedging	9	Vote and Recommendation	73
BOARD AND COMMITTEES OF THE BOARD	10	RESOLUTION 6	73
Board Meetings and Attendance	10	Vote and Recommendation	73
Committees of the Board	10	RESOLUTION 7	74
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	14	Vote and Recommendation	74
Security Ownership of Certain Beneficial Owners	14	RESOLUTION 8	75
Security Ownership of Management	16	Vote and Recommendation	75
Change in Control	19	RESOLUTIONS 9, 10 and 11	76
RESOLUTIONS 1, 2, 3 and 4	20	Vote and Recommendation	76
Vote and Recommendation	20	Audit Fees and All Other Fees	77
Nominees for Election of Directors	21	Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor	77
Directors Whose Term Expires in 2021	23	Audit Committee Report	78
Directors Whose Term Expires in 2022	25	RESOLUTION 12	79
MANAGEMENT OF LIBERTY GLOBAL	26	Vote and Recommendation	80
Executive Officers	26	RESOLUTION 13	81
EXECUTIVE OFFICERS AND DIRECTORS COMPENSATION	27	Vote and Recommendation	82
Executive Summary	28	RESOLUTION 14	83
Compensation Discussion and Analysis	29	Vote and Recommendation	85
Overview of Compensation Process	29	INCENTIVE PLANS	86
Compensation Philosophy and Goals	29	CERTAIN TRANSACTIONS	88
Long-Term Contracts	31	Certain Relationships	88
Setting Executive Compensation	31	SHAREHOLDER RESOLUTIONS	88
Elements of Our Compensation Packages	31	SHAREHOLDER RIGHTS	89
Tax and Accounting Considerations	43	FINANCIAL REPORTING STANDARDS	89
Recoupment Policy	43	APPENDIX A: DIRECTORS’ REMUNERATION REPORT	A-1
Post-Employment Benefits and Change in Control	43	Annual Statement of the Chairman of the Compensation Committee	A-1
Timing of Equity Awards	44	Consideration of Shareholder Views	A-3
Compensation Committee Report	44	Directors’ Compensation Policy	A-4
Summary Compensation	45	Annual Compensation Report	A-19
Grants of Plan-Based Awards	48
Narrative to Summary Compensation and Grants of Plan-Based Awards Table	50

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LIBERTY GLOBAL PLC

161 Hammersmith Road, London W6 8BS

United Kingdom

Registered in England Nr 8379990

_________________________________________________________

PROXY STATEMENT FOR THE2020 ANNUAL GENERAL MEETING OF SHAREHOLDERS

_________________________________________________________

We are furnishing this proxy statement to holders of record as of 5:00 p.m. Eastern Time (10:00 p.m. British Summer Time) on May 15, 2020, of Liberty Global Class A ordinary shares or Liberty Global Class B ordinary shares, each with nominal value $0.01 per share, of Liberty Global plc, a public limited company organized under the laws of England and Wales (Liberty Global), in connection with our board of directors soliciting your proxy to vote at our 2020 Annual General Meeting of Shareholders (the AGM) or at any adjournment thereof, for the purposes set forth in the accompanying Notice of Annual General Meeting of Shareholders (the Meeting Notice). Under English law, holders of a company’s ordinary shares are referred to as “members”, but for convenience, they are referred to in this proxy statement as “shareholders”.

We relied on the U.S. Securities and Exchange Commission’s (the SEC) Order under Section 36 of the Securities Exchange Act of 1934, as amended, dated March 25, 2020 (Release No. 34-88465), to delay the filing of the information required to be disclosed by Part III of Form 10-K that is included herein, due to disruptions caused by the COVID-19 pandemic. For additional information, see our Current Report on Form 8-K filed with the SEC on April 29, 2020.

As permitted by the SEC rules and regulations in the United States (U.S.) and the United Kingdom Companies Act 2006 (the Companies Act), instead of mailing a printed copy of our proxy materials, including the form of proxy card and our annual report to each shareholder of record, we are furnishing our proxy materials and annual report to our shareholders over the internet. It is anticipated that the Notice of Internet Availability of Proxy Materials (the Internet Notice) will be first mailed to our shareholders on or about May 21, 2020. If you received the Internet Notice by mail, you will not receive a printed copy of the proxy materials or annual report, unless specifically requested. In addition to the annual report accompanying our proxy materials as required by the rules and regulations of the SEC, we are also providing our United Kingdom (U.K.) annual report and accounts for the year ended December 31, 2019 (the U.K. Report and Accounts) as required by the Companies Act. The U.K. Report and Accounts includes the U.K. statutory accounts, the U.K. statutory Directors’ Report and the U.K. Auditors’ Report and is being made available at the same time and by the same methods as our proxy materials and annual report. If you would like to receive a printed copy of our U.K. Report and Accounts, please follow the instructions for requesting such report included in the Internet Notice.

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Voting Matters and Board Recommendations

Set forth below is a brief summary of the resolutions to be passed at the AGM. Since this is a summary we encourage you to read the full proxy statement for all the details. As a company incorporated in England and Wales and listed on NASDAQ we have resolutions that are required under both U.K. and U.S. rules and regulations. The board of directors recommends that the holders of our Liberty Global Class A shares and Liberty Global Class B shares (collectively, the voting shares) vote “FOR” each of the following resolutions:

Resolution	Issue	Board Recommendation
1-4	Election of Directors ∙ Miranda Curtis ∙ John Dick ∙ JC Sparkman ∙ J. David Wargo	FOR
5	U.K. Advisory Vote on Director Compensation	FOR
6	U.K. Director Compensation Policy	FOR
7	SEC Advisory Vote on Compensation of Named Executive Officers	FOR
8	Advisory Vote on Frequency of SEC Say on Pay Votes - Option of 1, 2 or 3 Years	3 Years
9-11	Auditor Related Resolutions ∙ Ratification of KPMG as Independent Auditor ∙ Appoint KPMG as Statutory Auditor ∙ Authorize Audit Committee to Determine Statutory Auditor Fees	FOR
12	Waive Preemptive Rights	FOR
13	Authorize Political Contributions	FOR
14	Authorize Share Buybacks	FOR

No shareholder has proposed, in accordance with sections 100 through 102 of our articles of association, any additional resolutions to be brought before the AGM.

The AGM may be adjourned to another date, time or place for proper purposes, including for the purpose of soliciting additional proxies to vote on the resolutions.

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QUESTIONS AND ANSWERS ABOUT THE AGM AND VOTING

The questions and answers below highlight only selected information about the AGM and how to vote your shares. You should read carefully the entire proxy statement, including the Appendices, before voting.

When and where is the AGM?

The AGM will be held at 9:00 a.m. Mountain Time (11:00 a.m. Eastern Time and 4:00 p.m. British Summer Time) on Tuesday, June 30, 2020, at 1550 Wewatta St., Suite 1000, Denver, Colorado 80202 U.S., telephone number +1 (303) 220 6600. As a result of U.S. federal, state and local regulations and guidelines, physical attendance at the meeting may be subject to restrictions or limitations based upon company policy. In order to provide shareholders with the ability to join remotely, the company intends to webcast the AGM for shareholders. The webcast can be accessed at https://www.libertyglobal.com/investors/investor-relations/presentations-and-webcasts/. For up-to-date information, please refer to our website at https://www.libertyglobal.com/investors/investor-relations/.

What is the record date for the AGM?

The “record date” for the AGM is 5:00 p.m. Eastern Time (10:00 p.m. British Summer Time) on May 15, 2020.

What is the purpose of the AGM?

The purpose of the AGM is to consider and vote on each of the resolutions listed in the Meeting Notice and more fully described in this proxy statement. The resolutions in the Meeting Notice are the only items to be acted upon at the AGM. In the event there is a resolution to adjourn or postpone the AGM, the officers designated as proxies will have discretion to vote on such resolution, unless the resolution is to adjourn or postpone the AGM for the purpose of soliciting additional proxies.

What are the requirements to elect the directors and approve each of the other resolutions?

You may cast your vote for or against resolutions 1 through 7 and 9 through 14, in favor of “3 Years,” “2 Years” or “1 Year” with respect to resolution 8 or abstain from voting your shares on one or more of these resolutions.

The affirmative vote of a simple majority of the votes cast by the holders of our voting shares voting together as a single class is required to approve each of resolutions 1 through 7, 9 through 11 and 13 through 14. For example, in regard to the election of directors at the AGM, a nominee for director will be elected to our board if the votes cast “For” such nominee exceed the votes cast “Against” such nominee’s election. Resolution 7, regarding the compensation of our named executive officers (NEOs), is advisory in nature. Accordingly, the outcome of this advisory vote is not binding on Liberty Global, our board of directors or our compensation committee. Our board, however, values the opinions of our shareholders and will consider the outcome of the advisory vote in respect of this resolution. On resolution 8, holders of our voting shares may vote their shares in favor of any one of the options (three years, two years or one year) or may abstain from voting with respect to such matter. The option under resolution 8 receiving a simple majority of the affirmative votes cast by the holders of our voting shares (voting together as a single class) on resolution 8 will be the option selected by our board of directors.

The affirmative vote of at least 75% of the votes cast by the holders of our voting shares voting together as a single class is required to approve resolution 12.

How many votes do shareholders have at the AGM?

Only holders of record of our voting shares as of the record date are entitled to vote at our AGM. As of the record date, we expect to have outstanding and entitled to vote at the meeting approximately 182,256,835 Liberty Global Class A shares and 12,561,851 Liberty Global Class B shares. Our voting shares are our only voting ordinary shares and vote together as a single class on all matters. Each Liberty Global Class A share has one vote and each Liberty Global Class B share has ten votes on each matter on which holders of ordinary shares of such classes are entitled to vote at the AGM. The Liberty Global Class C shares are non-voting, except where otherwise required by the Companies Act and our articles of association.

As of the record date, we expect to have approximately 598 record holders of Liberty Global Class A shares and seven record holders of Liberty Global Class B shares. These amounts do not include the number of shareholders whose ordinary shares are held of record by banks, brokers or other nominees, but include each such institution as one holder.

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What is the difference between a shareholder of record and a beneficial owner?

These terms describe how your shares are held. If your shares are registered directly in your name with Computershare, our transfer agent, you are a shareholder of record and the proxy materials or the Internet Notice are being sent directly to you by Liberty Global. If your shares are held in the name of a broker, bank, or other nominee, you are a beneficial owner of the shares held in street name and the proxy materials or the Internet Notice are being made available or forwarded to you by your broker, bank, or other nominee, who is treated as the shareholder of record. As the beneficial owner, you have the right to direct your broker, bank, or other nominee on how to vote your shares by following the instructions on the proxy card or Internet Notice.

What do shareholders need to do to vote on the resolutions?

Voting on the resolutions will be by a poll. If you are a shareholder of record, then, after carefully reading and considering the information contained in this proxy statement, you may appoint a proxy to vote on your behalf. The Internet Notice will instruct you as to how you may access and review the information in the proxy materials and how you may submit your proxy to vote over the internet. When you log onto the internet website address, you will receive instructions on how to vote your shares. The internet voting procedures are designed to authenticate votes cast by use of a personal identification number, which will be provided to each voting shareholder separately. Voting through the internet will be voting by proxy. If you receive a paper copy of the proxy materials, you may also follow the instructions contained therein to submit a proxy and to vote either by submitting a paper proxy or over the internet.

If you are a beneficial owner,you should follow the directions provided by your broker, bank or other nominee as to how to vote your shares or when granting or revoking a proxy.

To be valid, the submission of a proxy via the internet must be received by 1:00 a.m. Eastern Time (6:00 a.m. British Summer Time) on June 30, 2020.

How do I vote my shares that are held in our 401(k) Plan?

If you hold Liberty Global Class A shares through your account in the Liberty Global 401(k) Savings and Stock Ownership Plan (the 401(k) Plan), which plan is for employees of our subsidiary, Liberty Global, Inc. (LGI), the trustee for such plan is required to vote your Liberty Global Class A shares as you specify. To allow sufficient time for the trustees to vote your Liberty Global Class A shares, your voting instructions must be received by 12:00 a.m. Eastern Time (5:00 a.m. British Summer Time) on June 25, 2020. To vote such shares, please follow the instructions provided by the trustee for such plan.

What if I do not specify a choice for a resolution in my proxy?

All voting shares properly voted via the internet at or prior to 1:00 a.m. Eastern Time (6:00 a.m. British Summer Time) on June 30, 2020, and all voting shares represented by properly executed paper proxies received prior to or at the AGM and, in each case, not revoked, will be voted in accordance with the instructions so provided. If you are a shareholder of record and no specific instructions are given, the voting shares represented by a properly executed proxy will be voted in favor of each of resolutions 1 through 7 and 9 through 14 and in favor of the three year option under resolution 8, as listed in the Meeting Notice.

If you are a beneficial owner, your broker, bank and other nominee may exercise discretion in voting on routine matters, but may not exercise discretion and vote on non-routine matters. Resolutions 9, 10 and 11 are considered routine and your broker, bank or other nominee may, at their discretion, vote on these resolutions without instructions from you. The remaining resolutions are considered non-routine matters and thus your broker, bank or other nominee may not vote on these resolutions without instructions from you.

What if I respond and indicate that I am abstaining from voting?

A properly submitted proxy marked “ABSTAIN”, although counted for purposes of determining whether there is a quorum and for purposes of determining the aggregate voting power and number of ordinary shares represented and entitled to vote at the meeting, will not be treated as votes cast at the AGM. Accordingly, an abstention will not be taken into account in determining the outcome on any of the resolutions.

Can I change my vote?

You may revoke (i.e., terminate) your paper proxy at any time prior to its use by delivering a signed notice of revocation or a later dated signed paper proxy or by attending the meeting and voting in person. Attendance at the AGM will not in itself constitute the revocation of a proxy. Any written notice of revocation or subsequent proxy should be sent or hand delivered so

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as to be received at Liberty Global plc, Attention: Secretary, 1550 Wewatta Street, Suite 1000, Denver, CO 80202 U.S., at or before the start of the AGM. Any revocation of votes submitted via the internet must be submitted by the same method as the corresponding votes, not later than 1:00 a.m. Eastern Time (6:00 a.m. British Summer Time), on June 30, 2020. If your ordinary shares are held in the name of a bank, broker or other nominee, you should contact them to change your vote.

All voting shares that have been properly voted and not revoked will be voted at the AGM.

What are “broker non-votes” and how are they treated?

A broker non-vote occurs when ordinary shares held by a broker, bank or other nominee are represented at the meeting, but the nominee has not received voting instructions from the beneficial owner and does not have the discretion to direct the voting of the ordinary shares on a particular resolution. Ordinary shares represented by broker non-votes will be counted for purposes of determining whether there is a quorum at the meeting but will be deemed ordinary shares not entitled to vote and will not be included for purposes of determining the aggregate voting power and number of ordinary shares represented and entitled to vote on a particular matter.

Who may attend, and who may vote at, the AGM?

All shareholders of Liberty Global may attend the AGM. Only holders of record of our voting shares, as of 5:00 p.m. Eastern Time (10:00 p.m. British Summer Time), on May 15, 2020, the record date for the AGM, are entitled to vote at the AGM or any adjournment thereof. Holders of Liberty Global Class C shares will not be entitled to vote on any of the resolutions. Due to the COVID-19 pandemic, we may have some restrictions on building access and room occupancy in accordance with company policy and relevant government orders and guidelines. If you plan to attend the AGM in person, please monitor our website at https://www.libertyglobal.com/investors/investor-relations, for the most up-to-date information on attendance. The company intends to webcast the AGM for shareholders, which can be accessed at https://www.libertyglobal.com/investors/investor-relations/presentations-and-webcasts/. Shareholders will have the ability to pose questions to senior management, which may be addressed during the AGM. Further instructions on how to join the AGM remotely and submit questions to senior management will be made available on our website. However, due to England and Wales corporate laws, shareholders will not be able to vote during the webcast.

If you are a shareholder of record of our voting shares, you have the right to attend, speak and vote in person at the meeting. Any corporation which is a shareholder of record may by resolution of its directors authorize one or more persons to act as its representative(s) at the AGM and the person(s) so authorized shall (on production of a certified copy of such resolution at the AGM) be entitled to exercise these same powers on behalf of the corporation as that corporation could exercise if it were an individual shareholder of Liberty Global. If you are a beneficial owner, you may also attend and speak at the meeting. You may not, however, vote your shares held in street name unless you obtain a “proxy” from your broker, bank or other nominee that holds the shares, which gives you the right to vote the shares at the AGM.

Notwithstanding the foregoing, we recommend that you vote by proxy in advance of the AGM even if you plan to attend the AGM in person (note that you may change your vote at the AGM).

A list of shareholders entitled to vote at the AGM will be available at our offices at 161 Hammersmith Road, London W6 8BS, U.K., and at 1550 Wewatta Street, Suite 1000, Denver, Colorado 80202, U.S., for review by any shareholder, for any purpose germane to the AGM, for at least 10 days prior to the AGM. As noted above, due to the ongoing COVID-19 pandemic, we may have some restrictions on building access and room occupancy in accordance with company policy and relevant government orders and guidelines. If you plan to inspect materials in person in London or Denver, please monitor our website at https://www.libertyglobal.com/investors/investor-relations, for the most up-to-date information on building access.

What constitutes a quorum at the AGM?

The presence, in person or by proxy, of the holders of a simple majority of the combined voting power of our voting shares outstanding and entitled to vote at the AGM is necessary to constitute a quorum at the AGM.

How can I request paper copies of the proxy materials?

If you received the Internet Notice by mail and would like to receive a printed copy of our proxy materials, our annual report and our U.K. Report and Accounts please follow the instructions for requesting such materials included in the Internet Notice.

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May I choose the method in which I receive future proxy materials?

If you are a shareholder of record, you may receive future notices, annual reports and proxy materials electronically. To sign up for electronic delivery, go to www.computershare-na.com/green. You may also sign up when you vote by internet at www.envisionreports.com/LGP and follow the prompts. Once you sign up, you will no longer receive a printed copy of the notices, annual reports and proxy materials, unless you request them. You may suspend electronic delivery of the notices, annual reports and proxy materials at any time by contacting our transfer agent, Computershare, +1(888) 218-4391 if in the U.S. and +1(781) 575-3919 if outside the U.S.

If you are a beneficial owner, you may request electronic access by contacting your broker, bank, or other nominee.

What is “householding”?

Some banks, brokers and other nominee record holders may be participating in the practice of “householding” the Internet Notice or the proxy materials, as the case may be. This means that only one copy each of the Internet Notice or the proxy materials, as the case may be, is being sent to multiple shareholders in your household. We will promptly deliver a separate copy of the Internet Notice or proxy materials to you if you call, email or mail our Investor Relations Department, +1(303) 220-6600 or ir@libertyglobal.com or Liberty Global plc, attention: Investor Relations Department, 161 Hammersmith Road, London W6 8B6, U.K. If you prefer to receive separate copies of such documents in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker or other nominee holder, or you may contact us at the above telephone number, email address or mailing address.

Who will pay for the cost of this proxy solicitation?

We will solicit the proxies and will pay the entire cost, if any, for such solicitation. Our directors, officers and employees may solicit proxies by mail, email, telephone or in person. These persons will receive no additional compensation for such services. We have also retained Innisfree M&A Incorporated to assist in the solicitation of proxies at a cost of $18,000, plus reasonable out of pocket expenses. Brokerage houses, nominees, fiduciaries and other custodians will be requested to forward soliciting material to the beneficial owners of ordinary shares held of record by them and will be reimbursed for their reasonable expenses in connection therewith.

What do I do if I have additional questions?

If you have any further questions about voting or attending the AGM, please call Liberty Global Investor Relations at +1(303) 220-6600 or contact Innisfree M&A Incorporated, who is acting as proxy solicitation agent for the AGM, at +1(877) 825-8906 (within the U.S. and Canada) or +1(412) 232-3651. Banks and brokers may call collect at +1(212) 750-5833.

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CORPORATE GOVERNANCE

Governance Guidelines

Our board has adopted corporate governance guidelines, which are available on our website at www.libertyglobal.com. Under the guidelines, our independent directors meet privately at least twice a year in executive session. These executive sessions are generally held in conjunction with a regularly scheduled board meeting. The presiding director for these meetings is currently Paul Gould, the chairman of the audit committee. The role of presiding director rotates annually among our nominating and corporate governance committee chair, our audit committee chair and our compensation committee chair.

Director Independence

It is our policy that a majority of the members of our board of directors be independent of our management. For a director to be deemed independent, our board of directors must affirmatively determine that the director has no direct or indirect material relationship with our company other than in his or her capacity as a board member. To assist our board of directors in determining which of our directors qualify as independent for purposes of the NASDAQ Stock Market (NASDAQ) rules, as well as applicable rules and regulations adopted by the SEC, the nominating and corporate governance committee of our board follows the Corporate Governance Rules of NASDAQ on the criteria for director independence. In addition, audit committee and compensation committee members must meet additional heightened independence criteria applicable to audit committee and compensation committee members under applicable NASDAQ and SEC requirements.

In accordance with these criteria, our board of directors has determined that each of Andrew J. Cole, Miranda Curtis, John W. Dick, Paul A. Gould, Richard R. Green, David E. Rapley, Larry E. Romrell, JC Sparkman and J. David Wargo qualifies as an independent director of our company.

Board Leadership Structure

Our board of directors has the authority to determine whether the offices of chairman of the board and chief executive officer should be held by the same or different persons. Since June 2005, these offices have been divided between John C. Malone and Michael T. Fries, respectively, and our board believes that this division continues to be appropriate for our company and its shareholders. The separation of these two roles allows Mr. Fries, our chief executive officer and president (CEO), to focus his energies on actively directing the management of our global operations, including the development and execution of approved strategies and business plans, providing leadership to our executives and employees and representing our company to business partners, investors and the media. Our chairman of the board provides guidance to our CEO and strong leadership to our board in its consideration of strategic objectives and associated risks and oversight of our management’s and company’s performance. We have no policy that requires the positions of chairman and CEO to be separate or combined and we may reconsider our leadership structure from time to time based on the situation at that time.

Risk Oversight

Our management team is responsible for identifying and managing risk related to our company and its significant business activities, subject to oversight by our board of directors. Our board executes its risk oversight directly and through its committees. Our board receives regular briefings from and discussions with senior management and periodic in-depth sessions on specific topics. For certain risk topics as discussed below, a board committee will have initial responsibility for exercising this oversight role, with the chair of the relevant committee reporting to the full board.

Full Board

At each regularly scheduled board meeting, our board receives reports from our CEO and other members of senior management with respect to their business unit or functional area, which include information relating to general and specific risks facing our company. For our business units, these reports will address, among other things, material business-specific risks, such as competitive challenges, regulatory initiatives and risks related to operational execution, as well as macro-economic and political risks. Functional area reports cover our capital structure, liquidity, foreign currency exposure, credit and equity market conditions, developments in technology, cybersecurity risks, legal and regulatory compliance, and talent management and compensation programs. In-depth presentations are made by senior management in connection with our board’s consideration of acquisition opportunities and new strategic initiatives, which include a discussion of material risks to achieving the business case for the proposed transaction or project. Our senior management regularly updates the audit committee and board on our

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cybersecurity risks, including how we determine and mitigate such risks. It also reviews information regarding our cybersecurity risks on a regular basis. Periodically, a more detailed review of a specific country of operation will be provided by the local management team or a specific topic of interest, such as technology developments, will be explored in greater depth, at a regularly scheduled or a special board meeting or during an off-site visit. Our board of directors also makes annual site visits to different countries in which we operate and has periodic strategy retreats with invited members of senior management. Our senior management’s attendance at board meetings, the site visits and strategy retreats provide frequent opportunities for our directors to interact with members of our management team individually to understand and provide input on relevant risk exposures. Also, through its review of our strategies and objectives, budgets and business plans, our board of directors sets the direction for appropriate risk taking within our operations.

Committees

Audit Committee. Our audit committee has oversight responsibility for the policies, processes and risks relating to our financial statements, financial reporting processes, auditing and information security and technology, including cybersecurity risks. The senior officer of our internal audit and compliance group reports to the audit committee and assists the committee with its review of relevant risks within its oversight responsibility and of our internal controls. Senior officers of our finance and accounting groups attend all regularly scheduled audit committee meetings and provide in-depth reports on specific risks, including changes in accounting rules, risks associated with liquidity, covenant compliance, currency and interest rate hedging positions and stability of counterparties. From time to time, the audit committee, with management, identifies and reviews other areas of risks related to Liberty Global’s operations and at least quarterly receives reports on and reviews cybersecurity risks. The audit committee also receives reports on allegations received through our ethics compliance reporting process and the status of investigations into such allegations. Additional functions of the audit committee are described under Board and Committees of the Board —Audit Committee below.

Compensation Committee. Our compensation committee has oversight responsibility with respect to risks related to the design and implementation of compensation programs for senior management and equity performance-based awards. At least annually, our compensation committee considers the risks associated with our compensation policies and practices for both executive compensation and compensation generally. To assist the compensation committee in discharging this responsibility, our global human resources group provides reports on the design and administration of incentive programs and the safeguards in effect to avoid encouraging unnecessary or excessive risk taking. For the compensation committee’s report on its risk assessment of our compensation programs, see —Risk Assessment of Compensation Programs below.

Nominating and Corporate Governance Committee. Our nominating and corporate governance committee has oversight responsibility with respect to risks related to our governance, including board and director performance and governance guidelines.

Succession Planning Committee. Our succession planning committee has oversight responsibility for the risks related to succession planning for our CEO and other executive officers, as well as risks associated with a CEO absence. The committee aims to undertake an annual evaluation of the CEO candidate profile and qualifications that meets the leadership needs of Liberty Global.

Code of Business Conduct and Code of Ethics

We have adopted a code of business conduct that applies to all of our employees, directors and officers. In addition, we have adopted a code of ethics for our CEO and senior financial officers and the managing directors and senior financial officers at our operating companies, which constitutes our “code of ethics” within the meaning of Section 406 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act). Both codes are available on our website at www.libertyglobal.com.

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Political Contributions

Our code of business conduct prohibits the use of company funds and assets for political contributions to political parties, political party officials and candidates for office, unless approved by our general counsel. Additionally, our charitable giving programs available to employees prohibit political contributions by our company. At this meeting, we are requesting that our shareholders authorize the company to make or incur payments not to exceed $1.0 million in the aggregate for political donations (including donations to political organizations and political parties) and political expenditures, during the period beginning on the date of the AGM and expiring at the next annual general meeting of Liberty Global. For further information on this resolution, please see Resolution 13 below.

Shareholder Communication with Directors

Our shareholders and other interested parties may send communications to our board of directors or to individual directors by mail addressed to the board of directors or to an individual director c/o Liberty Global plc, 161 Hammersmith Road, London W6 8BS, U.K. Attn: General Counsel. Communications from our shareholders will be forwarded to our directors on a timely basis.

Policies Regarding Hedging

Our Insider Trading Policy requires each of our directors and executive officers to pre-clear all proposed transactions in our company’s securities, including hedging or monetization transactions, with the legal department or our company’s outside counsel. The policy prohibits short sales of our company’s securities by any director or employee. Otherwise, we do not have any practices or policies regarding the ability of our employees (including officers) or directors, or any of their designees, to purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engage in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our equity securities.

The company permits pledges of the company’s securities by its management and directors, although only a few persons have pledges in place. Senior executives of the company are encouraged to hold the company’s shares and are subject to a share ownership policy. In most cases the share ownership policy is substantially exceeded. The ability to pledge shares in a traditional broker arrangement may facilitate deeper ownership of the underlying shares and discourage sales of shares. Furthermore executives may have other investments or assets pledged in the same financial arrangements and the ratio of collateral to principal may be low.

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BOARD AND COMMITTEES OF THE BOARD

Board Meetings and Attendance

During 2019, we had nine meetings of our full board of directors. Each director attended, either in person or telephonically, at least 75% of the total number of meetings of our board and each committee on which he or she served. The independent directors of Liberty Global held two executive sessions without the participation of management during 2019. Our board of directors encourages all members to attend each annual general meeting of our shareholders. For our 2019 AGM, seven of our board members attended in person or via tele-conference.

Information with respect to each of the current committees of our board of directors is provided below. Our board of directors has adopted a written charter for each of its committees, which are available on our website at www.libertyglobal.com.

The table below provides membership and meeting information for each of the board committees.

	Audit	Compensation	Nominating & Corporate Governance	Succession Planning
Andrew J. Cole		l	l
Miranda Curtis	l		l	l
John W. Dick	l		l
Michael T. Fries
Paul A. Gould	Chair		l	l
Richard R. Green			l
John C. Malone				Chair
David E. Rapley			Chair	l
Larry E. Romrell		l	l
JC Sparkman		Chair	l	l
J. David Wargo	l		l
2019 Meetings	8	12	2	0

Committees of the Board

Audit Committee

A description of the audit committee members’ respective experience is set forth under Resolutions 1, 2, 3 and 4 below. Our board of directors has determined that more than one member of the committee, including its chairman, Mr. Gould, qualifies as an “audit committee financial expert” under applicable SEC rules and regulations.

The audit committee reviews and monitors our corporate financial reporting and our internal and external audits. The audit committee’s functions include:

• appointing and, if necessary, replacing our independent auditors;

• reviewing and approving, in advance, the scope and the fees of all auditing services, and all permissible non-auditing services, to be performed by our independent auditors;

• reviewing our annual audited financial statements with our management and our independent auditors and making recommendations regarding inclusion of such audited financial statements in certain of our public filings;

• overseeing the work of our independent auditor for the purpose of preparing or issuing an audit report or related work or performing other audit, review or attest services, including holding quarterly meetings to review our quarterly reports, discussing with our independent auditors issues regarding the ability of our independent auditors to perform such services, reviewing with our independent auditors any audit related problems or difficulties and the response of our management, and addressing other general oversight issues;

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• reviewing and discussing with management and our independent auditors issues regarding accounting principles, tax matters, effectiveness of internal controls, financial reporting, and regulatory and accounting initiatives;

• reviewing quarterly earnings releases;

• overseeing the maintenance of an internal audit function, discussing with our independent auditors, the internal auditor and our management, as appropriate, the internal audit function’s responsibilities, budget and staff, periodically reviewing with our independent auditors the results and findings of the internal audit function and coordinating with our management to ensure that the issues associated with such results and findings are addressed;

• discussing with management financial risk exposure and risk management policies;

• reviewing disclosures by our certifying officers on any significant deficiencies or material weaknesses in the design or operation of our internal controls and any fraud involving persons who have a significant role in our internal controls;

• overseeing management’s processes and activities with respect to confirming compliance with applicable securities laws and SEC and NASDAQ rules relating to our accounting and financial reporting processes and the audit of our financial statements;

• establishing procedures for the consideration of alleged violations of the code of business conduct and the code of ethics adopted by our board and for the reporting and disclosure of violations of or waivers under such codes;

• establishing procedures for receipt, retention and treatment of allegations on accounting, internal accounting controls or audit matters; and

• preparing a report for our annual proxy statement.

In addition to the foregoing, as provided in our corporate governance guidelines referenced above, the audit committee must review and approve any related party transaction in which an executive officer has a direct or indirect interest for which disclosure is required under SEC rules.

Compensation Committee

The compensation committee sets our overall compensation philosophy and oversees our executive compensation and benefits programs, policies and practices. The compensation committee’s functions include:

•reviewing and approving annual and long-term performance goals and objectives for our CEO;

•evaluating the performance of and determining the compensation for our CEO;

• reviewing and approving the compensation of our executive officers and certain other executives, including any employment agreements;

• reviewing and approving cash-based and equity-based compensation plans that are shareholder approved and awards granted thereunder where participants are executive officers and other members of senior management;

•discussing with management the risk from our compensation program and policies; and

•preparing a report for our annual proxy statement.

See Executive Officers and Directors Compensation—Compensation Discussion and Analysis below for a description of the responsibilities of the compensation committee on matters related to executive compensation and administration of the various incentive plans of our company for awards to employees.

The compensation committee has the authority to engage its own compensation consultants and other independent advisors. During 2019, the compensation committee did not retain any independent advisors for purposes of rendering advice on our executive compensation.

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Nominating and Corporate Governance Committee

The nominating and corporate governance committee identifies and recommends persons as nominees to our board of directors, reviews from time to time our corporate governance guidelines and oversees the evaluation of our board of directors. Its duties include:

• reviewing and recommending compensation for our independent directors and our chairman of the board, including equity-based awards;

• developing criteria for board membership;

• reviewing candidates recommended by shareholders for elections to the board; and

• assessing director and candidate independence.

The nominating and corporate governance committee will consider candidates for director recommended by any shareholder, provided that such nominations are properly submitted. Eligible shareholders wishing to recommend a candidate for nomination as a director should send the recommendation in writing to the Nominating and Corporate Governance Committee, Liberty Global plc, 161 Hammersmith Road, London W6 8BS, U.K., Attn: General Counsel. Shareholder recommendations must be made in accordance with our articles of association, as discussed under Shareholder Resolutions in this proxy statement, and contain the following information:

• the proposing shareholder’s name and address and documentation indicating the number of ordinary shares beneficially owned by such person and the holder or holders of record of those shares, together with a statement that the proposing shareholder is recommending a candidate for nomination as a director;

• the candidate’s name, age, business and residence addresses, principal occupation or employment, business experience, educational background and any other information relevant in light of the factors considered by the nominating and corporate governance committee in making a determination of a candidate’s qualifications, as described below;

• a statement detailing any relationship, arrangement or understanding that might affect the independence of the candidate as a member of our board;

• any other information that would be required under SEC rules in a proxy statement soliciting proxies for the election of the candidate as a director;

• a representation as to whether the proposing shareholder intends to deliver any proxy materials or otherwise solicit proxies in support of the director nominee;

• a representation that the proposing shareholder intends to appear in person or by proxy at the annual general shareholders meeting at which the person named in such notice is to stand for election; and

• a signed consent of the candidate to serve as a director, if nominated and elected.

In connection with its evaluation, the nominating and corporate governance committee may request additional information from the proposing shareholder and the candidate. The nominating and corporate governance committee has sole discretion to decide which individuals to recommend for nomination as directors.

To be nominated to serve as a director, a nominee need not meet any specific, minimum criteria; however, the nominating and corporate governance committee believes that nominees for director should possess the highest personal and professional ethics, integrity and values and should be committed to our long-term interests and the interests of our shareholders. When evaluating a potential director nominee, including one recommended by a shareholder, the nominating and corporate governance committee will take into account a number of factors, which may include the following:

• independence from management; education and professional background; judgment, skill and reputation;

• understanding of our business and the markets in which we operate;

• expertise that is useful to us and complementary to the expertise of our other directors;

• existing commitments to other businesses as a director, executive or owner;

• personal conflicts of interest, if any; and

• the size and composition of our existing board of directors.

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The nominating and corporate governance committee does not have a formal policy on diversity. It does, however, consider whether the nominee has personal capabilities and qualifications that contribute to the overall diversity of our board. For this purpose, the committee construes diversity broadly to include a variety of perspectives, opinions, professional backgrounds and experiences.

When seeking candidates for director, the nominating and corporate governance committee may solicit suggestions from incumbent directors, management, shareholders and others. After conducting an initial evaluation of a prospective nominee, the nominating and corporate governance committee will interview that candidate if it believes the candidate might be suitable to be a director. The nominating and corporate governance committee may also ask the candidate to meet with management. If the nominating and corporate governance committee believes a candidate would be a valuable addition to the board of directors, it may recommend to our full board that candidate’s appointment or election.

Prior to nominating an incumbent director for re-election at an annual general meeting, the nominating and corporate governance committee considers, in addition to the foregoing criteria, the director’s past attendance at, and participation in, meetings of our board of directors and its committees and the director’s formal and informal contributions to the various activities conducted by the board and the board committees of which such individual is a member.

Based on the foregoing considerations, the nominating and corporate governance committee determined to recommend Ms. Curtis and Messrs. Dick, Sparkman and Wargo for nomination for re-election to our board.

Succession Planning Committee

Our board of directors has established a succession planning committee to assist the full board in succession planning for our CEO. The responsibilities of the succession planning committee include the development of candidate profiles and qualifications, the identification and evaluation of potential internal candidates and opportunities for their development, the evaluation of potential external candidates and annual reporting to the full board on the results of its work. Our CEO collaborates with the succession planning committee in the performance of its functions. Our board of directors has adopted a written charter for the succession planning committee, which is available on our website at www.libertyglobal.com.

Executive Committee

Our board of directors has established an executive committee pursuant to our articles of association, whose members are Michael T. Fries and John C. Malone, neither of whom is an independent director. The primary purpose of the executive committee is to exercise powers of the board of directors on matters requiring expediency that arise between regularly scheduled board meetings, such as financings, investments, tax planning, acquisitions and divestitures and similar matters. Except as specifically prohibited by the Companies Act or limited by our board of directors, the executive committee may exercise all the powers and authority of our board in the management of our business and affairs between board meetings, including the power and authority to authorize the issuance of ordinary shares of our capital stock, with the exception of certain matters, including amendments to the articles of association and fundamental changes to Liberty Global (such as a merger or sale of substantially all of its assets).

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners

The following table sets forth information, to the extent known by us or ascertainable from public filings, concerning our ordinary shares beneficially owned by each person or entity known by us to own more than 5% of any class of our outstanding voting shares.

Except as otherwise indicated in the notes to the table, the security ownership information is given as of April 1, 2020 and, in the case of percentage ownership information, is based upon (1) 181,908,618 Liberty Global Class A shares, (2) 12,189,197 Liberty Global Class B shares, and (3) 430,635,242 Liberty Global Class C shares, in each case, outstanding on that date. Beneficial ownership of our Liberty Global Class C shares is set forth below only to the extent known by us or ascertainable from public filings. Our Liberty Global Class C shares are, however, non-voting and, therefore, in the case of voting power, are not included.

Ordinary shares issuable on or within 60 days after April 1, 2020, upon exercise of options or share appreciation rights (SARs), vesting of restricted share units (RSUs), conversion of convertible securities or exchange of exchangeable securities, are deemed to be outstanding and to be beneficially owned by the person holding the options, SARs, RSUs or convertible or exchangeable securities for the purpose of computing the percentage ownership of that person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Also, for purposes of the following presentation, beneficial ownership of our Liberty Global Class B shares, although convertible on a one-for-one basis into our Liberty Global Class A shares, is reported as beneficial ownership of our Liberty Global Class B shares only, and not as beneficial ownership of our Liberty Global Class A shares. The percentage of voting power is presented on an aggregate basis for each person or entity named below.

So far as is known to us, the persons indicated below have sole voting power and sole dispositive power with respect to the ordinary shares indicated as beneficially owned by them, except as otherwise stated in the notes to the table.

Name and Address of Beneficial Owner	Title of Class	Amount and Nature of Beneficial Ownership		Percent of Class		Voting Power
John C. Malone	Liberty Global Class A	4,678,691	(1)(2)(3)	2.6	%	30.5	%
c/o Liberty Global plc	Liberty Global Class B	8,787,373	(4)(5)	72.1	%
161 Hammersmith Road	Liberty Global Class C	17,716,971	(1)(2)(3)(4)	4.1	%
London W6 8BS U.K.
Michael T. Fries	Liberty Global Class A	2,878,276	(6)(7)(8)	1.6	%	7.8	%
c/o Liberty Global plc	Liberty Global Class B	2,109,081	(5)	17.3	%
161 Hammersmith Road	Liberty Global Class C	6,527,983	(6)(7)(8)	1.5	%
London W6 8BS U.K.
Robert R. Bennett	Liberty Global Class A	208	(9)	*		3.3	%
c/o Liberty Media Corporation	Liberty Global Class B	993,552	(9)	8.2	%
12300 Liberty Boulevard
Englewood, CO 80112
Berkshire Hathaway Inc.	Liberty Global Class A	19,791,000	(10)	10.9	%	6.5	%
3555 Farnam Street	Liberty Global Class B	—		—
Omaha, NE 68131
Dodge & Cox	Liberty Global Class A	17,460,903	(11)	9.6	%	5.7	%
555 California Street	Liberty Global Class B	—		—
40th Floor
San Francisco, CA 94104
William H Gates III	Liberty Global Class A	10,855,524	(12)	6.0	%	3.6	%
Cascade Investments LLC	Liberty Global Class B	—		—
2365 Carillon Point
Kirkland, WA 98033

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Name and Address of Beneficial Owner	Title of Class	Amount and Nature of Beneficial Ownership		Percent of Class		Voting Power
Harris Associates L.P.	Liberty Global Class A	36,959,912	(13)	20.3	%	9.1	%
111 S. Wacker Drive,	Liberty Global Class B	—		—
Suite 4600
Chicago, IL 60606
Route One Investment Company, L.P.	Liberty Global Class A	9,320,528	(14)	5.1	%	3.1	%
One Letterman Drive,	Liberty Global Class B	—		—
Building D, Suite DM200
San Francisco, CA 94129

_______________

* Less than one percent.

(1) Includes 124,808 Liberty Global Class A shares and 756,405 Liberty Global Class C shares held by Mr. Malone’s spouse, as to which shares Mr. Malone has disclaimed beneficial ownership.

(2) Includes 115,971 Liberty Global Class A shares and 491,212 Liberty Global Class C shares, that are subject to options, which were exercisable as of, or will be exercisable within 60 days of, April 1, 2020.

(3) Includes 2,140,050 Liberty Global Class A shares and 4,736,253 Liberty Global Class C shares held by Columbus Holding LLC, in which Mr. Malone has a controlling interest.

(4) Includes 110,148 Liberty Global Class B shares held by two trusts managed by an independent trustee, of which the beneficiaries are Mr. Malone’s adult children. Mr. Malone has no pecuniary interest in the trusts, but he retains the right to substitute the assets held by the trusts. Mr. Malone has disclaimed beneficial ownership of the shares held by the trusts. Also, includes 8,677,225 Liberty Global Class B shares and 6,757,225 Liberty Global Class C shares held by a trust with respect to which Mr. Malone is the sole trustee and, with his spouse, retains a unitrust interest in the trust (the Malone Trust).

(5) Based on the Schedule 13D/A (Amendment No. 7) of Mr. Malone filed with the SEC on February 18, 2014, pursuant to a letter agreement dated as of February 13, 2014, among Michael T. Fries, our CEO and one of our directors, Mr. Malone and the Malone Trust have agreed that, for so long as Mr. Fries is employed as a principal executive officer by us or serving on our board of directors, (a) in the event the Malone Trust or any permitted transferee (as defined in the letter agreement) is not voting the Liberty Global Class B shares owned by the Malone Trust, Mr. Fries will have the right to vote such Liberty Global Class B shares and (b) in the event the Malone Trust or any permitted transferee determines to sell such Liberty Global Class B shares, Mr. Fries (individually or through an entity he controls) will have an exclusive right to negotiate to purchase such shares, and if the parties fail to come to an agreement and the Malone Trust or any permitted transferee subsequently intends to enter into a sale transaction with a third party, Mr. Fries (or an entity controlled by him) will have a right to match the offer made by such third party.

(6) Includes 2,002,038 Liberty Global Class A shares and 5,005,279 Liberty Global Class C shares that are subject to SARs, which were exercisable as of, or will be exercisable within 60 days of, April 1, 2020.

(7) Includes 1,977 Liberty Global Class A shares and 13,061 Liberty Global Class C shares held in the 401(k) Plan for the benefit of Mr. Fries.

(8) Includes 46,200 Liberty Global Class A shares and 283,360 Liberty Global Class C shares held by a trust managed by an independent trustee, of which the beneficiaries are Mr. Fries’ children. Mr. Fries has no pecuniary interest in the trust, but he retains the right to substitute the assets held by the trust. Mr. Fries has disclaimed beneficial ownership of the shares held by the trust.

(9) The number of Liberty Global Class A shares and Liberty Global Class B shares is based upon a Form 8.3 dated November 4, 2015, submitted by Mr. Bennett pursuant to the U.K. Takeover Code. Of the shares reported, a Schedule 13D/A filed by Mr. Bennett on March 6, 2014, shows Mr. Bennett and his spouse jointly owning 749,539 Liberty Global Class B shares and Hilltop Investments, LLC, which is jointly owned by Mr. Bennett and his spouse, owning 232,334 Liberty Global Class B shares.

(10) The number of Liberty Global Class A shares is based upon the Schedule 13G/A (Amendment No. 1) for the year ended December 31, 2018, filed with the SEC on February 14, 2019, by Warren E. Buffett on behalf of himself and Berkshire Hathaway Inc. (Berkshire), as well as on behalf of the following for the respected number of Liberty Global Class A shares indicated: National Indemnity Company (11,412,000), GEICO Corporation (11,190,970), Government Employees Insurance Company (8,075,130), GEICO Indemnity Company (1,752,278), The Buffalo News Drivers/Distributors Pension Plan (27,000), BNSF Master Retirement Trust (2,624,000), Lubrizol Master Trust Pension (340,000), The Buffalo News Mechanical Pension Plan (30,000), GEICO Advantage Insurance Company (1,363,562), Berkshire Hathaway Consolidated Pension Plan Master Retirement Trust (2,375,000), GEICO Corporation Pension Plan Trust (950,000), Scott Fetzer Collective Investment Trust (400,000), Acme Brick Company Pension Trust (395,000), The Buffalo News Editorial Pension Plan (265,000), The Buffalo News Office Pension Plan (159,000) and Precision Castparts Corp. Master Trust (814,000). Mr. Buffett (who may be deemed to control Berkshire), Berkshire and GEICO Corporation are each a parent holding company. National Indemnity

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Company, Government Employees Insurance Company, GEICO Indemnity Company and GEICO Advantage Insurance Company are each an insurance company and the remaining reporting persons are each an employee benefit plan. Mr. Buffett, Berkshire and the other reporting persons share voting and dispositive power over the shares listed in the table.

(11) The number of Liberty Global Class A shares is based upon the Schedule 13G/A (Amendment No. 4) for the year ended December 31, 2019, filed with the SEC on February 13, 2020, by Dodge & Cox. Dodge & Cox is an investment advisor to various investment companies and managed accounts. Dodge & Cox International Stock Fund, an investment company, has an interest in 17,244,703 of the Liberty Global Class A shares reported in the table.

(12) The number of Liberty Global Class A shares is based on a Schedule 13G filed with the SEC on May 18, 2018, by William H. Gates III, Cascade Investment, L.L.C. (Cascade), the Bill and Melinda Gates Foundation Trust (the Gates Trust) and Melinda French Gates. All Liberty Global Class A shares held by Cascade may be deemed to be beneficially owned by Mr. Gates as the sole member of Cascade. All of the Liberty Global Class A shares beneficially owned by the Gates Trust may be deemed to be beneficially owned by Mr. and Mrs. Gates as co-trustees of the Gates Trust. The Schedule 13G reflects that Mr. Gates has sole voting and dispositive power over 8,736,009 Liberty Global Class A shares and shared voting and dispositive power over 2,119,515 Liberty Global Class A shares; Cascade has sole voting and dispositive power over 8,736,009 Liberty Global Class A shares; and the Gates Trust and Mrs. Gates each have shared voting and dispositive power over 2,119,515 Liberty Global Class A shares. Mr. Gates’ address is One Microsoft Way, Redmond, WA 98052.

(13) The number of Liberty Global Class A shares is based upon the Schedule 13G/A (Amendment No. 4) for the year ended December 31, 2019, filed with the SEC on February 14, 2020, by Harris Associates Inc. (HAI) on behalf of itself and as general partner of Harris Associates L.P. (Harris L.P.). HAI is an investment advisor to various clients. The Schedule 13G/A reflects that HAI and Harris L.P. each have sole voting power over 27,658,234 of the Liberty Global Class A shares and sole dispositive power over all of the Liberty Global Class A shares.

(14) The number of Liberty Global Class A shares is based on a Schedule 13G filed with the SEC on February 14, 2020, jointly by Route One Investment Company, L.P. (Route L.P.), Route One Investment Company, LLC (Route One), ROIC, LLC (ROIC), William F. Duhamel, Jr. and Jason E. Moment (collectively, the Route One Reporting Persons). Route L.P. is an investment advisor to investment funds and Route One is the general partner of one or more of those funds. ROIC is the general partner of Route L.P. Mr. Duhamel and Mr. Moment are the control persons of Route L.P., Route One, and ROIC. The Schedule 13G reflects that each of the Route One Reporting Persons has shared voting power and shared dispositive power over all of the Liberty Global Class A shares.

Security Ownership of Management

The following table sets forth information with respect to the beneficial ownership by each of our directors and each of our named executive officers as described below, and by all of our directors and executive officers as a group, of each class of our outstanding shares.

The security ownership information is given as of April 1, 2020 and, in the case of percentage ownership information, is based upon (1) 181,908,618 Liberty Global Class A shares, (2) 12,189,197 Liberty Global Class B shares and (3) 430,635,242 Liberty Global Class C shares, in each case, outstanding on that date. Although beneficial ownership of our Liberty Global Class C shares is set forth below, our Liberty Global Class C shares are non-voting and, therefore, in the case of voting power, are not included. The percentage of voting power is presented on an aggregate basis for each person or group listed below.

Ordinary shares issuable on or within 60 days after April 1, 2020, upon exercise of options or SARs, vesting of RSUs, conversion of convertible securities or exchange of exchangeable securities, are deemed to be outstanding and to be beneficially owned by the person holding the options, SARs, RSUs or convertible or exchangeable securities for the purpose of computing the percentage ownership of that person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. For purposes of the following presentation, beneficial ownership of our Liberty Global Class B shares, although convertible on a one-for-one basis into our Liberty Global Class A shares, is reported as beneficial ownership of our Liberty Global Class B shares only, and not as beneficial ownership of our Liberty Global Class A shares.

So far as is known to us, the persons indicated below have sole voting power and sole dispositive power with respect to the ordinary shares indicated as owned by them, except as otherwise stated in the notes to the table. With respect to certain of our executive officers and directors, the number of shares indicated as owned by them includes shares held by the 401(k) Plan as of March 31, 2020, for their respective accounts.

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Name and Address of Beneficial Owner	Title of Class	Amount and Nature of Beneficial Ownership		Percent of Class		Voting Power
John C. Malone	Liberty Global Class A	4,678,691	(1)(2)(3)(4)	2.6	%	30.5	%
Chairman of the Board	Liberty Global Class B	8,787,373	(5)(6)	72.1	%
	Liberty Global Class C	17,716,971	(1)(2)(3)(4)(5)	4.1	%
Andrew J. Cole	Liberty Global Class A	49,642	(4)(7)	*		*
Director	Liberty Global Class B	—		—
	Liberty Global Class C	115,128	(4)	*
Miranda Curtis	Liberty Global Class A	163,364	(4)	*		*
Director	Liberty Global Class B	—		—
	Liberty Global Class C	460,369	(4)	*
John W. Dick	Liberty Global Class A	78,160	(4)	*		*
Director	Liberty Global Class B	—		—
	Liberty Global Class C	199,377	(4)	*
Michael T. Fries	Liberty Global Class A	2,878,276	(3)(4)(8)(9)	1.6	%	7.8	%
Director, Chief Executive Officer & President	Liberty Global Class B	2,109,081	(6)	17.3	%
	Liberty Global Class C	6,527,983	(3)(4)(8)(9)	1.5	%
Paul A. Gould	Liberty Global Class A	253,646	(4)	*		*
Director	Liberty Global Class B	51,429		*
	Liberty Global Class C	1,055,189	(4)	*
Richard R. Green	Liberty Global Class A	40,275	(4)	*		*
Director	Liberty Global Class B	—		—
	Liberty Global Class C	93,767	(4)	*
David E. Rapley	Liberty Global Class A	30,279	(4)	*		*
Director	Liberty Global Class B	—		—
	Liberty Global Class C	69,337	(4)	*
Larry E. Romrell	Liberty Global Class A	55,573	(4)	*		*
Director	Liberty Global Class B	—		—
	Liberty Global Class C	122,232	(4)	*
JC Sparkman	Liberty Global Class A	37,188	(4)	*		*
Director	Liberty Global Class B	—		—
	Liberty Global Class C	85,224	(4)	*
J. David Wargo	Liberty Global Class A	89,659	(3)(4)(10)	*		*
Director	Liberty Global Class B	—		—
	Liberty Global Class C	245,323	(3)(4)(10)	*
Charles H.R. Bracken	Liberty Global Class A	706,611	(4)	*		*
Executive Vice President & Chief Financial Officer	Liberty Global Class B	—		—
	Liberty Global Class C	1,624,380	(4)	*
Bryan H. Hall	Liberty Global Class A	544,878	(3)(4)	*		*
Executive Vice President & General Counsel & Secretary	Liberty Global Class B	—		—
	Liberty Global Class C	1,314,165	(3)(4)(8)	*
Enrique Rodriguez	Liberty Global Class A	96,355	(4)	*		*
Executive Vice President & Chief Technology Officer	Liberty Global Class B	—		—
	Liberty Global Class C	195,494	(4)(8)	*

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Name and Address of Beneficial Owner	Title of Class	Amount and Nature of Beneficial Ownership		Percent of Class		Voting Power
Andrea Salvato	Liberty Global Class A	264,645	(4)	*		*
Senior Vice President & Chief Development Officer	Liberty Global Class B	—		—
	Liberty Global Class C	634,102	(4)	*
All directors and executive officers as a group (15 persons)	Liberty Global Class A	9,834,273	(11)(12)	5.3	%	38.8	%
	Liberty Global Class B	10,947,883	(11)	89.8	%
	Liberty Global Class C	30,067,202	(11)(12)	6.8	%

_______________

* Less than one percent.

(1) Includes 124,808 Liberty Global Class A shares and 756,405 Liberty Global Class C shares held by Mr. Malone’s spouse, as to which shares Mr. Malone has disclaimed beneficial ownership.

(2) Includes 2,140,050 Liberty Global Class A shares and 4,736,253 Liberty Global Class C shares held by Columbus Holding LLC, in which Mr. Malone has a controlling interest.

(3) Includes shares pledged to the indicated entities in support of one or more lines of credit or margin accounts extended by such entities:

	No. of Shares Pledged
Owner	Liberty Global Class A	Liberty Global Class C	Entity Holding the Shares
John C. Malone	1,345,685	3,765,681	Merrill Lynch, Pierce, Fenner & Smith Incorporated
John C. Malone	952,177	1,210,195	Fidelity Brokerage Services, LLC
Michael T. Fries	279,898	872,483	Morgan Stanley Inc.
J. David Wargo	56,917	169,707	Fidelity Brokerage Services, LLC
Bryan H. Hall	51,063	103,979	Morgan Stanley Inc.

(4) Includes shares that are subject to options or SARs, which were exercisable as of, or will be exercisable within 60 days of April 1, 2020, as follows:

Owner	Liberty Global Class A	Liberty Global Class C
John C. Malone	115,971	491,212
Andrew J. Cole	27,907	61,033
Miranda Curtis	33,893	79,132
John W. Dick	33,893	79,132
Michael T. Fries	2,002,038	5,005,279
Paul A. Gould	32,417	74,726
Richard R. Green	33,893	79,132
David E. Rapley	26,915	63,292
Larry E. Romrell	31,085	70,716
JC Sparkman	24,488	58,923
J. David Wargo	32,417	74,726
Charles H.R. Bracken	660,755	1,527,136
Bryan H. Hall	436,593	1,086,718
Enrique Rodriguez	51,158	102,317
Andrea Salvato	214,534	507,140

(5) Includes 110,148 Liberty Global Class B shares held by two trusts managed by an independent trustee, of which the beneficiaries are Mr. Malone’s adult children. Mr. Malone has no pecuniary interest in the trusts, but he retains the right to substitute the assets held by the trusts. Mr. Malone has disclaimed beneficial ownership of the shares held in the trusts. Also includes 8,677,225 Liberty Global Class B shares and 6,757,225 Liberty Global Class C shares held by the Malone Trust.

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(6) Based on the Schedule 13D/A (Amendment No. 7) of Mr. Malone filed with the SEC on February 18, 2014, pursuant to a letter agreement dated as of February 13, 2014, among Michael T. Fries, our CEO and one of our directors, Mr. Malone and the Malone Trust have agreed that, for so long as Mr. Fries is employed as a principal executive officer by us or serving on our board of directors, (a) in the event the Malone Trust or any permitted transferee (as defined in the letter agreement) is not voting the Liberty Global Class B shares owned by the Malone Trust, Mr. Fries will have the right to vote such Liberty Global Class B shares and (b) in the event the Malone Trust or any permitted transferee determines to sell such Liberty Global Class B shares, Mr. Fries (individually or through an entity he controls) will have an exclusive right to negotiate to purchase such shares, and if the parties fail to come to an agreement and the Malone Trust or any permitted transferee subsequently intends to enter into a sale transaction with a third party, Mr. Fries (or an entity controlled by him) will have a right to match the offer made by such third party.

(7) Includes 32 Liberty Global Class A shares held by Mr. Cole’s minor daughter.

(8) Includes shares held in the 401(k) Plan as follows:

Owner	Liberty Global Class A	Liberty Global Class C
Michael T. Fries	1,977	13,061
Bryan H. Hall	—	4,892
Enrique Rodriguez	—	2,762

(9) Includes 46,200 Liberty Global Class A shares and 283,360 Liberty Global Class C shares held by a trust managed by an independent trustee, of which the beneficiaries are Mr. Fries’ children. Mr. Fries has no pecuniary interest in the trust, but he retains the right to substitute the assets held by the trust. Mr. Fries has disclaimed beneficial ownership of the shares held by the trust.

(10) Includes 158 Liberty Global Class A shares and 524 Liberty Global Class C shares held in various accounts managed by Mr. Wargo, as to which shares Mr. Wargo has disclaimed beneficial ownership. Also includes 32 Liberty Global Class C shares held by Mr. Wargo’s spouse, as to which Mr. Wargo has disclaimed beneficial ownership.

(11) Includes 171,166 Liberty Global Class A shares, 110,148 Liberty Global Class B shares and 1,040,321 Liberty Global Class C shares held by relatives of certain directors and executive officers or held pursuant to certain trust arrangements or in managed accounts, as to which shares beneficial ownership has been disclaimed.

(12) Includes 3,624,988 Liberty Global Class A shares and 8,968,775 Liberty Global Class C shares that are subject to options or SARs, which were exercisable as of, or will be exercisable or vest within 60 days of, April 1, 2020; 1,977 Liberty Global Class A shares and 20,715 Liberty Global Class C shares held by the 401(k) Plan; and 2,810,706 Liberty Global Class A shares and 6,878,974 Liberty Global Class C shares pledged in support of various lines of credit or margin accounts.

Change in Control

We know of no arrangements, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change in control of our company.

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RESOLUTIONS 1, 2, 3 and 4

Election of Directors

1. To elect Miranda Curtis as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2023 or until a successor in interest is appointed.

2. To elect John W. Dick as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2023 or until a successor in interest is appointed.

3. To elect JC Sparkman as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2023 or until a successor in interest is appointed.

4. To elect J. David Wargo as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2023 or until a successor in interest is appointed.

Our board of directors currently consists of 11 directors, divided among three classes. Directors in each class serve staggered three-year terms. Our Class I directors, whose term will expire at the AGM, are Miranda Curtis, John W. Dick, JC Sparkman and J. David Wargo. These directors are nominated for re-election to our board to continue to serve as Class I directors, and we have been informed that each of them is willing to serve as a director of our company. The term of the Class I directors who are elected at the AGM will expire at the annual general meeting of our shareholders in the year 2023 or until a successor in interest is appointed. Our Class II directors, whose term will expire at the annual general meeting of our shareholders in the year 2021, are Michael T. Fries, Paul A. Gould, John C. Malone and Larry E. Romrell. Our Class III directors, whose term will expire at the annual general meeting of our shareholders in the year 2022, are Andrew J. Cole, Richard R. Green and David E. Rapley.

If any nominee should decline re-election or should become unable to serve as a director of our company for any reason before re-election, a substitute nominee may be designated by our board of directors.

We provide below biographical information with respect to the four nominees for election as directors and the seven directors of our company whose term of office will continue after the AGM, including the age of each person, the positions with our company or principal occupation of each person, individual skills and experiences, certain other directorships held and the year each person became a director of our company. The number of our ordinary shares beneficially owned by each director, as of April 1, 2020, is set forth in this proxy statement under the caption Security Ownership of Certain Beneficial Owners and Management—Security Ownership of Management. As indicated in the biographies, our board believes the skills and experiences of each of our nominees, as well as our other directors, qualify them to serve as one of our directors.

Vote and Recommendation

We have majority voting for the election of directors. When a quorum is present, the affirmative vote of a simple majority of the votes cast by the holders of our voting shares (voting together as a single class) is required to elect Ms. Curtis and Messrs. Dick, Sparkman and Wargo as Class I members of our board of directors, as provided in resolutions 1, 2, 3 and 4, respectively.

Our board of directors recommends a vote “FOR” the election of each nominee to our board of directors.

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Nominees for Election of Directors

Name & Positions	Experience
Miranda Curtis Age: 64 Director since: June 2010 Public Company Directorships: Liberty Latin America Ltd.       (since December 2017) Marks & Spencer plc (February 2012 to January  2018)	Ms. Curtis has over 30 years of experience in the international media and telecommunications industry, starting with the international distribution of programming for the BBC before moving to the cable industry. Her most recent positions were as an executive officer of our predecessor LGI and its predecessor where she served as President of Liberty Media International Inc. and subsequently as President of Liberty Global Japan. In these positions, she oversaw cable and programming investments in Europe and Asia. In particular, she was responsible for the negotiation, oversight and management of a joint venture with Sumitomo Corporation that led to the formation of J:COM, the largest multiple cable system operator in Japan, and Jupiter TV Co., Ltd., a leading provider of content services to the Japanese cable and satellite industries, as well as other content ventures in Europe and Asia. In early 2010, Ms. Curtis retired from her officer positions with our company following the sale of substantially all of our investments in Japan. Ms. Curtis’ significant business and executive background in the media and telecommunication industries and her particular knowledge of, and experience with all aspects of international cable television operations and content distribution contribute to our board’s consideration of operational developments and strategies and strengthen our board’s collective qualifications, skills and attributes.
John W. Dick Age: 82 Director Since: June 2005 Other Positions: O3B Networks Ltd.    (Chair October 2007 to August 2016)	Mr. Dick has over 40 years of experience as a founder, director and chairman of public and private companies in a variety of industries, including real estate, automotive, telecommunications, oil exploration and international shipping based in a number of countries and regions, including the U.S., Canada, Europe, Australia, Russia, China and Africa. Mr. Dick’s extensive business background in a variety of industries and countries and his particular knowledge as an experienced board member of various entities that have evaluated and developed business opportunities in international markets contribute to our board’s consideration of strategic options and strengthen our board’s collective qualifications, skills and attributes.
JC Sparkman Age: 87 Director since: June 2005 Public Company Directorships: Shaw Communications Inc. (since 1994) Universal Electronics Inc. (since 1998)	Mr. Sparkman has over 40 years of experience in the cable television industry, including over 26 years at Telecommunications Inc. (TCI). At TCI he was responsible for TCI’s cable operations as that company grew through acquisitions, construction of new networks and expansion of existing networks into the largest multiple cable system operator in the U.S. He was executive vice president and chief operating officer of TCI for eight years until his retirement in 1995. In September 1999, he co-founded Broadband Services, Inc., a provider of asset management, logistics, installation and repair services for telecommunications service providers and equipment manufacturers domestically and internationally. Mr. Sparkman’s significant background as an executive and board member and his particular knowledge of, and experience with, all aspects of cable television operations contribute to our board’s consideration of operational developments and strategies, provide insight into other public company board practices and strengthen our board’s collective qualifications, skills and attributes.

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Name & Positions

Experience

J. David Wargo Age: 66 Director since: June 2005 Public Company Directorships: Strategic Education, Inc.     (from March 2001 to April 2019) Discovery, Inc.     (since September 2008) Liberty TripAdvisor     Holdings, Inc.     (since August 2014)    Liberty Broadband    Corporation    (since March 2015) Vobile Holdings Ltd.   (since January 2018)

Mr. Wargo has over 40 years of experience in investment research, analysis and management. He is the founder and president of Wargo & Company, Inc., a private company specializing in investing in the communications industry since 1993. Mr. Wargo is a co-founding member of Peters Creek Entertainment LLC from 2010 and is a co-founding member of Asia Vision LLC from 2015. Mr. Wargo is a co-founder and was a member of New Mountain Capital, LLC from 2000 to 2008. Mr. Wargo’s extensive background in investment analysis and management and as a public company board member and his particular knowledge of, and experience with, finance and capital markets contribute to our board’s consideration of our capital structure and evaluation of investment and financial opportunities and strategies, provide insight into other public company board practices and strengthen our board’s collective qualifications, skills and attributes.

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Directors Whose Term Expires in 2021

Name & Positions	Experience
Michael T. Fries Age: 57 Director since: June 2005 Public Company Directorships: Lions Gate Entertainment Corp.     (since November 2015) Grupo Televisa S.A.B. (since April 2015) Liberty Latin America Ltd. (Chair since December 2017) Other Positions: Cablelabs® World Economic Forum—Digital Communications Governor & Steering Committee member The Paley Center for Media	Mr. Fries has over 30 years of experience in the cable and media industry. He is the Chief Executive Officer and President of Liberty Global, a position he has held since 2005, and is the Vice Chairman of the Liberty Global board. As an executive officer of Liberty Global and co-founder of its predecessor, Mr. Fries has overseen its growth into one of the world’s largest and most innovative converged media and communications companies, with approximately 46 million broadband, video and mobile subscribers. With more than 26,000 employees and approximately $16 billion of revenue, including consolidated operations and the VodafoneZiggo joint venture, Liberty Global is dedicated to building and investing in the products, platforms and infrastructure that enable its customers to make the most of the digital revolution. Mr. Fries also serves as the Executive Chairman of Liberty Latin America Ltd., a leading broadband and mobile operator in Chile, Puerto Rico, the Caribbean and other parts of Latin America. Mr. Fries’ significant executive experience building and managing converged video, broadband, mobile and entertainment platforms, in-depth knowledge of all aspects of our current global business and responsibility for setting the strategic, financial and operational direction for our company contribute an insider’s perspective to our board’s consideration of the strategic, operational and financial challenges and opportunities of our business, and strengthen our board’s collective qualifications, skills and attributes.
Paul A. Gould Age: 74 Director since: June 2005 Public Company Directorships: Discovery, Inc.     (since September 2008) Liberty Latin America Ltd.(since December 2017) Ampco-Pittsburgh Corp. (March 2002 to May 2018) Other Positions: O3B Networks Ltd.    (October 2007 to August 2016) International Monetary Fund (Advisory Committee)	Mr. Gould has over 40 years of experience in the investment banking industry. He is a managing director of Allen & Company, LLC, a position that he has held for more than the last five years, and is a senior member of Allen & Company’s mergers and acquisitions advisory practice. In that capacity, he has served as a financial advisor to many Fortune 500 companies, principally in the media and entertainment industries. Mr. Gould joined Allen & Company in 1972. In 1975, he established Allen Investment Management, which manages capital for endowments, pension funds and family offices. Mr. Gould’s extensive background in investment banking and as a public company board member and his particular knowledge and experience as a financial advisor for mergers and acquisitions and in accounting, finance and capital markets contribute to our board’s evaluation of acquisition, divestiture and financing opportunities and strategies and consideration of our capital structure, budgets and business plans, provide insight into other public company board practices and strengthen our board’s collective qualifications, skills and attributes.

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Name & Positions	Experience
John C. Malone Age: 78 Director since: June 2005 Public Company Directorships: Liberty Media Corporation (Chair since August 2011) Qurate Retail, Inc. (since 1994; Chair 1994 to March 2018) Discovery, Inc. (since September 2008) Liberty Broadband Corporation (Chair since November 2014) Liberty Expedia Holdings, Inc. (Chair November 2016 to July 2019) GCI Liberty Inc. (Chair since March 2018) Liberty Latin America Ltd. (from December 2017 to December 2019) Charter Communications, Inc. (May 2013 to July 2018) Lions Gate Entertainment Corp (March 2015 to September 2018) Expedia Group, Inc. (December 2012 to December 2017) Liberty TripAdvisor    Holdings, Inc. (August 2014 to June 2015) Other Positions: CableLabs®              (Chairman Emeritus) The Cable Center (honorary board member)	Mr. Malone is an experienced business executive, having served as the chief executive officer of TCI for over 25 years until its acquisition by AT&T Corporation in 1999. During that period, he successfully led TCI as it grew through acquisitions and construction into the largest multiple cable system operator in the U.S., invested in and nurtured the development of unique cable television programming, including the Discovery Channel, QVC and Starz/Encore, expanded through joint ventures into international cable operations in the U.K. (Telewest Communications plc), Japan (Jupiter Telecommunications Co. Ltd. (J:COM)) and other countries, and invested in new technologies, including high speed internet, alternative telephony providers, wireless personal communications services and direct-to-home satellite. Mr. Malone is considered worldwide to be one of the preeminent figures in the telecommunications and media industries. Mr. Malone’s proven business acumen as a long time chief executive of large, complex organizations and his extensive knowledge and experience in the cable television, telecommunications, media and programming industries are a valuable resource to our board in evaluating the challenges and opportunities of our global business and our strategic planning and strengthen our board’s collective qualifications, skills and attributes.
Larry E. Romrell Age: 80 Director since: June 2005 Public Company Directorships: Liberty Media Corporation (since September 2011) Qurate Retail, Inc.    (since December 2011) Liberty TripAdvisor   Holdings, Inc.  (since August 2014)	Mr. Romrell has over 30 years of experience in the telecommunications industry. He was an executive vice president of TCI from January 1994 to March 1999, when it was acquired by AT&T Corporation, and a senior vice president of TCI from 1991 to 1994. Prior to becoming an executive officer at TCI, Mr. Romrell held various executive positions at WestMarc Communications, Inc. for almost 20 years. Mr. Romrell’s extensive business background and his particular knowledge and experience in telecommunications technology and board practices of other public companies contribute to our board’s consideration of operational and technological developments and strategies, provide insight into other public company board practices and strengthen our board’s collective qualifications, skills and attributes.

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Directors Whose Term Expires in 2022

Name & Positions	Experience
Andrew J. Cole Age: 53 Director since: June 2013 Other Positions: Arundel Capital (director)	Mr. Cole has served as the chief executive officer of Glow Financial Services Ltd., a private U.K. company, since July 2014. Glow Financial Services is a full service provider of handset and home device financing for wireless carriers and cable companies. Until July 2014, he was the chief executive director of the European division of Asurion Corp., a private entity. He assumed that role in May 2009, after serving as chief marketing officer and senior vice president at Asurion Corp. from April 2007. Asurion Corp. is the world’s largest technology protection company. Mr. Cole has over 20 years of experience working in the telecommunications and media industry with a particular depth of experience in the mobile sector. He has consulted with Verizon, Sprint, AT&T, BT, Warner Music, Disney, Google and with Steve Jobs on the iPhone®in 2005-06 when he was president of CSMG Adventis, a strategic consultancy firm that focused on the telecommunications media and entertainment markets, from October 2005 to April 2007. Mr. Cole’s extensive background in the telecommunication and media industry and his particular knowledge and experience in the mobile sector as well as his expertise in marketing and strategy contributes to our board’s evaluation of our mobile business and acquisition and divestiture opportunities and strategies and our capital structure and strengthens our board’s collective qualifications, skills and attributes.
Richard R. Green Age: 82 Director since: December 2008 Public Company Directorships: Shaw Communications Inc. (since July 2010) Liberty Broadband Corporation    (since November 2014) GCI Liberty Inc.    (since March 2018) Other Positions: The Cable Center   (honorary board member) Federal Communications Commission’s Technical Advisory Council (member)	For over 20 years, Mr. Green served as president and chief executive officer of Cable Television Laboratories, Inc., a non-profit cable television industry research and development consortium (CableLabs®) before retiring in December 2009. While at CableLabs®, Mr. Green oversaw the development of DOCSIS technology, the establishment of common specifications for digital voice and the deployment of interactive television, among other technologies for the cable industry. Prior to joining CableLabs®, he was a senior vice president at PBS (1984 – 1988), where he was instrumental in establishing PBS as a leader in high definition television and digital audio transmission technology, and served as a director of CBS’ Advanced Television Technology Laboratory (1980 – 1983), where he managed and produced the first high definition television programs in December 1981, among other accomplishments. Mr. Green is the author of over 55 technical papers on a variety of topics. Currently, Mr. Green is a professor and the director of the Center for Technology Innovation at the University of Denver. Mr. Green’s extensive professional and executive background and his particular knowledge and experience in the complex and rapidly changing field of technology for broadband communications services contribute to our board’s evaluation of technological initiatives and challenges and strengthen our board’s collective qualifications, skills and attributes.
David E. Rapley Age: 78 Director since: June 2005 Public Company Directorships: Liberty Media Corporation (since September 2011) Qurate Retail, Inc.   (since July 2002)	Mr. Rapley has over 30 years of experience as a founder, executive, manager and director of various engineering firms. He founded Rapley Engineering in 1985 and, as its president and chief executive officer, oversaw its development into a full service engineering firm at the time of its sale to VECO Corporation (VECO) in 1998. Following the sale, Mr. Rapley served as executive vice president, engineering of VECO, an Alaska-based firm providing engineering, design, construction and project management services to the energy, chemical and process industries domestically and internationally, until his retirement in December 2001. From January 2000 to December 2014, Mr Rapley served as president and chief executive officer of Rapley Consulting, Inc. Mr. Rapley has authored technical papers on engineering processes and computer systems. Mr. Rapley’s significant professional and business background as an engineer, entrepreneur and executive contributes to our board’s consideration of technological initiatives and challenges and strengthens our board’s collective qualifications, skills and attributes.

25

MANAGEMENT OF LIBERTY GLOBAL

Executive Officers

The following lists the executive officers of our company, their ages and a description of their business experience, including positions held with Liberty Global and its predecessors.

Name	Positions
Michael T. Fries, 57	Chief Executive Officer, President and Vice Chairman of the Board. Mr. Fries was a founding member of the management team that launched the Company’s international expansion 29 years ago, and has served in various strategic and operating capacities since that time. He was appointed Chief Executive Officer of the Company in 2005 and serves as a member of its two-person Executive Committee along with Chairman, John C. Malone, as well as being a director on our Board (see full biography on page 24).
Charles H.R. Bracken, 53	Executive Vice President and Chief Financial Officer. Mr. Bracken joined our corporate offices in Europe in March 1999. He became Chief Financial Officer in 2017, having been Co-Chief Financial Officer since 2004. Previously he was the Chief Financial Officer for the Europe operations of our predecessor. Prior to joining Liberty Global, he worked for Goldman Sachs, JP Morgan and the European Bank for Reconstruction and Development. Mr. Bracken is a director of our subsidiary Telenet Group Holding N.V. and of Liberty Latin America Ltd.
Bryan H. Hall, 57	Executive Vice President, General Counsel and Secretary. Mr. Hall has been General Counsel since January of 2012. Previously he was General Counsel of Virgin Media Inc. in London from 2004-2011 and was a partner in the corporate department at Fried Frank Harris Shriver & Jacobson LLP in New York.
Enrique Rodriguez, 57	Executive Vice President & Chief Technology Officer. Mr. Rodriguez has held this position since July 2018. He previously served as the President and Chief Executive Officer and a member of the Board of Directors of TiVo Corporation (TiVo) from November 2017 to July 2018. Prior to joining TiVo, Mr. Rodriguez was Executive Vice President and Chief Technology Officer of AT&T Entertainment Group from August 2015 to November 2017. From January 2013 to July 2015, he served as Executive Vice President, Operations and Products for Sirius XM and was Group Vice President of Sirius XM from October 2012 to January 2013. Prior to his employment with Sirius XM, Mr. Rodriguez was the Senior Vice President and General Manager of Cisco Systems’ Service Provider Video Technology Group.
Andrea Salvato, 52	Senior Vice President and Chief Development Officer. Mr. Salvato has held this position since January 2012, having previously been Managing Director, Corporate Development, since 2005. In this capacity, he is responsible for overseeing Liberty Global’s mergers and acquisitions and business development activities. Prior to joining Liberty Global, he served as a Managing Director at JPMorgan Chase’s investment banking division where he focused on advising telecommunications and media clients, including the European operations of Liberty Global’s predecessor.

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

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EXECUTIVE OFFICERS AND DIRECTORS COMPENSATION

We are an international provider of video, broadband internet, fixed-line telephony and mobile services, serving 10.7 million customers in six countries at December 31, 2019. We are focused on building a strong convergence of fixed and mobile communication opportunities and we are constantly striving to enhance and simplify our customers’ lives through quality services and products that give them the freedom to connect, converse, work and be entertained anytime, anywhere they choose. We have expanded our broadband footprint through new build projects, including our network extension programs, and strategically selected acquisitions. Our continuing operations are located in the U.K., Ireland, Belgium, Switzerland, Poland and Slovakia. These customers subscribed to 25 million services, consisting of 9.3 million broadband internet subscriptions, 8.3 million video subscriptions and 7.4 million telephony subscriptions. In addition, we had approximately 6.3 million mobile subscribers at December 31, 2019. Through our 50/50 joint venture with Vodafone PLC in the Netherlands, we serve another 3.9 million customers subscribing to 14.6 million fixed-line and mobile services. Our businesses operate in an environment marked by intense competition, extensive regulation and rapid technological change. We place great importance on our ability to attract, retain, motivate and reward talented executives who, faced with these challenges, can execute our strategy to drive shareholder value through strong organic growth, technology innovation and product convergence and prudent capital structure management.

In this section, we provide an overview of our compensation process and philosophy, and describe how our executive compensation packages are designed, including greater detail on individual elements of the packages. We also provide detail on the performance of our most recent executive compensation awards and historical context on key decisions and changes that were made with respect to our executives’ compensation packages and other compensation-related matters.

Named Executive Officers. Compensation information is provided for our NEOs — Michael T. Fries, our CEO and also a member of our board of directors; Charles H.R. Bracken, our chief financial officer; and our three other most highly compensated executive officers at the end of 2019: Bryan H. Hall, our general counsel and secretary, Enrique Rodriguez, our chief technology officer, and Andrea Salvato, our chief development officer. After the information on our NEOs, we also provide information relating to the compensation of our non-executive directors.

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

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

The Directors’ Remuneration Report is provided in response to U.K. regulations regarding our directors’ compensation disclosure (or directors’ remuneration report). These regulations require, among other things, a binding shareholder vote on our compensation policy for our directors, including our CEO (who is an executive director) Mr. Fries, at least once every three years and an annual advisory vote on our prior year’s compensation paid to our directors. These regulations are in addition to the regulations we are subject to as a NASDAQ listed company with respect to, among other things, submitting our compensation policy for our NEOs to an advisory vote of our shareholders at least once every three years. Pursuant to the foregoing respective regulations, we are presenting at this AGM for a vote of our shareholders: our compensation policy for our directors, the 2019 compensation paid to our directors and the compensation policy for our NEOs.

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Executive Summary

Our compensation program plays a key role in promoting our company’s operating and financial success and provides incentives for our management team to execute our financial and operational goals.

The primary goals of our executive compensation program are to:

• motivate our executives to maximize their contributions to the success of our company;

• attract and retain the best leaders for our business; and

• align executives’ interests to create shareholder value.

2019 Business Highlights

We invest in the infrastructure and digital platforms that empower our customers to make the most of the video, internet and communications revolution. Our substantial scale and commitment to innovation enable us to develop market-leading products delivered through next-generation networks. Our 2019 operating and financial performance is reported publicly on the basis of our continuing operations and on a full company basis. For information regarding rebased growth, operating cash flow (OCF),operating free cash flow (OFCF) and free cash flow (FCF) calculations, including required reconciliations, please see our February 13, 2020 earnings release for the year ended December 31, 2019. OCF is defined as revenue less operating costs and administrative expenses (excluding share-based compensation, depreciation and amortization, provisions and provision releases related to significant litigation and impairment, restructuring, and other operating items (which includes gains and losses on the disposition of long-lived assets, direct acquisition and disposal costs and other acquisition-related items)). OFCF is defined as OCF less property and equipment additions.

ü Exceeded 2019 FCF guidance while achieving all other 2019 financial guidance targets

ü Completed sale of our operations in Germany, Hungary, Romania and the Czech Republic for over $21 billion

ü Full-year OFCF grew 35% YoY fueled by 22% decrease in capital intensity

ü Record year for share repurchases with $3.2 billion spent in 2019 and authorized a new $1 billion share repurchase plan in early 2020

ü Successfully reduced corporate overhead from approximately $1.1 billion in 2018 to approximately $890 million in 2019

ü Ended the year with over $11 billion of liquidity, with approximately 74% of the maturity dates on our debt due during or after 2025

• Fully swapped borrowing cost of 4.1% at year-end 2019

ü Positioned for strategic value creation in core markets

•Continuing investments in new build program with 191,000 new premises during Q4

Compensation Structure—Pay for Performance

We place great importance on our ability to attract, retain and motivate talented executives who can be responsive to new and different opportunities for our company and thereby create value for our customers and shareholders. We believe that our executive compensation program plays a key role in that endeavor. Each of our NEOs received annual performance bonus awards and multi-year performance-based equity incentive awards in 2019 as part of their total compensation packages. These awards provide a direct link between pay and performance under our executive compensation program. In general, we seek to design compensation packages for individual executives based on the scope of the executive’s responsibilities, the executives’ overall influence and impact on our company’s financial and operational performance, the executives’ performance history, and a determination of what is competitive compensation in the market for similar roles, if such data is available. We continue to refine our compensation programs to strengthen the link between executive and shareholder interests.

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Compensation Discussion and Analysis

Overview of Compensation Process

The compensation committee of our board of directors was established for the purposes of assisting our board in discharging its duties with respect to compensation of our executive officers and the administration of our incentive plans. The committee is responsible for identifying our primary goals with respect to executive compensation, implementing compensation programs designed to achieve those goals, subject to appropriate safeguards to avoid unnecessary risk taking, and monitoring performance against those goals and associated risks. The chair of our compensation committee reports to our board of directors on annual compensation decisions and on the administration of existing programs and development of new programs. The members of our compensation committee are “independent directors” (as defined under the NASDAQ rules), “non-employee directors” (as defined in Rule 16b-3 of the SEC’s rules under the Exchange Act) and “outside directors” (as defined in Section 162(m) of the U.S. Internal Revenue Code of 1986 and the regulations and interpretations promulgated thereunder (the Code)).

Compensation decisions with respect to our executive officers, including our NEOs, are made by our compensation committee. Our CEO is actively engaged in providing input to the compensation committee on compensation decisions for our members of senior management in a variety of ways, including recommending annual salary increases, annual performance goals and the level of target and/or maximum performance awards for the executive team and evaluating their performance. With the assistance of our human resources and legal departments, he is also involved in formulating the terms of proposed performance or incentive award programs for consideration by the compensation committee, evaluating alternatives and recommending revisions. Other senior officers, within the scope of their job responsibilities, participate in gathering and presenting to the compensation committee various legal, tax and accounting analyses relevant to compensation and benefit decisions. Decisions with respect to our CEO’s compensation are made in private sessions of the compensation committee without the presence of management.

In making its decisions, the compensation committee ultimately relies on the general business and industry knowledge and experience of its members and the compensation committee’s own evaluation of company and NEO performance. From time to time, the compensation committee may retain a compensation consultant to assist it in evaluating proposed changes in compensation programs or levels of compensation and to provide comparative data. At the 2017 annual general meeting, shareholders representing 70% of our shares entitled to vote and present at such meeting approved, on an advisory basis, the compensation of our NEOs, as disclosed in the proxy statement for such meeting. At this AGM, the compensation of our NEOs is again being presented for an advisory vote of our shareholders, as well as an advisory vote to approve the frequency at which future advisory votes on the compensation of our NEOs will be held.

In 2019, the compensation committee did not retain any consultants or advisers, although it has in previous years. In 2020, the compensation committee engaged Pearl Meyer & Associates as an independent third party consultant to review certain retrospective equity awards and potential prospective equity compensation plans and awards. In connection with the renewal of Mr. Fries’ employment agreement in 2019, the company and the committee obtained advice from various legal advisors and considered market data in evaluating his employment terms, though they remained largely unchanged as described below. The committee did not expressly consider any specific comparator data in connection with its evaluation of their compensation for 2019. The compensation committee does not specifically target compensation levels at any particular percentile of a comparator group.

Compensation Philosophy and Goals

The compensation committee has three primary objectives with respect to executive compensation—motivation, retention and value creation for our shareholders.

üMotivate our executives to maximize their contributions

• Establish a mix of financial and operational performance objectives based on our annual budgets and, where appropriate, our medium-term outlook to balance short- and long-term goals and risks

• Establish individual and department performance objectives tailored to each executive’s role and responsibilities in our company to ensure individual and department accountability

•Pay for performance that is in alignment with the established objectives

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•Inspire leadership, balanced against risk management

üAttract and retain superior employees

• Offer compensation that we believe is competitive with the compensation paid to similarly situated employees of companies in our industry and companies with which we compete for talent

• Include vesting requirements and forfeiture provisions in our multi-year equity awards, including a service period during which earned performance awards and other awards are subject to forfeiture

üAlign executives’ interest with shareholders

• Emphasize equity-based long-term compensation, the actual value of which depends on increasing the share value for our shareholders, as well as meeting financial and individual performance objectives

• Require our executive officers to achieve and maintain significant levels of share ownership

Our performance-based compensation programs provide for the opportunity to reward the NEOs and other senior management for contributing to annual and long-term financial, operational and share price performance. A high percentage of the NEOs’ total compensation is performance-based, with a significant portion of total compensation delivered in the form of multi-year performance-based equity incentive awards. The following chart shows the percentage of the average of the NEOs’ 2019 target total compensation that is allocable to base salary, target annual performance bonus awards and multi-year performance-based equity incentive awards in the form of performance-based restricted share units (PSUs)and SARs.

2019 Total Average Direct Compensation Opportunity for NEOs⁽¹⁾ 

(1) Excludes sign-on awards granted in connection with the renewal of CEO’s employment agreement, which are subject to performance conditions and three-year vesting during the five-year term of the agreement

(2) Includes performance-based Restricted Share Units (PRSUs) granted as part of the 2019 Challenge Performance Awards

(3) Includes performance-based Share Appreciation Rights (PSARs) granted as part of the 2019 Challenge Performance Awards

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

• the responsibilities assumed by the individual executive and the significance of his role to achievement of our financial, strategic and operational objectives;

• the experience, overall effectiveness and demonstrated leadership ability of the individual executive;

• the performance expectations set for our company and for the individual executive and the overall assessment by the compensation committee of actual performance;

• from time to time, comparative pay data for similarly situated employees of companies in our industry and companies with which we compete for talent; and

• retention risks at specific points in time with respect to individual executives.

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Long-Term Contracts

The compensation committee believes that long-term fixed contracts with senior executives promote stability in management and achievement of Liberty Global’s strategic objectives. The contracts include customary non-compete and non-solicitation clauses after an executive’s employment term is ended and provide for customary notice periods from the executive should he or she resign from service. Notice may be six months or more in European contracts. Our CEO and the other NEOs are subject to employment agreements, which are described below in —Employment and Other Agreements.

Setting Executive Compensation

To achieve these compensation objectives, the compensation packages provided to members of our senior management, including our NEOs, include three main components: base salary, annual performance bonus awards and multi-year equity incentive awards. These three main components of compensation were also made available to approximately 1,000 employees across our global operations. In addition, certain members of senior management, including our NEOs, may participate in our Deferred Compensation Plan (as defined below).The relative weighting of the components, the design of the performance and incentive awards and the overall value of the compensation package for individual employees varies based on the employee’s role and responsibilities.

For members of our senior management, including our NEOs, the total value of the compensation package is most heavily weighted to performance and incentive awards because of the significance of each officer’s roles and responsibilities to the overall success of our company. Further, multi-year equity incentive awards are the largest component of executive compensation, serving the goals of retention as well as alignment with shareholders’ interests. The compensation committee’s objective is for a substantial majority of each executive officer’s total direct compensation (that is, base salary plus target annual performance bonus award plus target annual equity incentive) to be comprised of the target value of his or her multi-year equity incentive awards.

2020 Liberty Global Response Fund

In April, 2020 the company announced the formation of a Liberty Global Response Fund intended to help employees and their families who have been significantly affected by the COVID-19 crisis. The program is funded initially by the company’s executive leadership team and board of directors who will donate $2 million out of their remaining 2020 salaries and director fees via voluntary salary and fee reductions. This amount includes $1 million from our CEO, Michael Fries, 10% of salary reductions from our other NEOs and 10% of director fee reductions in the case of our non-executive directors. The company has also agreed to match all donations to the fund, which will bring the total amount available to employees to $4 million.

Elements of Our Compensation Packages

The implementation of our compensation approach—generally and for 2019 specifically—is described below.

Base Salary

General. Base salary represents the least variable element of our executives’ compensation and is provided as an economic consideration for each executive’s level of responsibility, expertise, skills, knowledge, experience and value to the organization. Generally, decisions with respect to increases in base salaries are based on increased responsibilities, company-wide budgets and increases in the cost of living. Salaries have to take into account multiple factors such as ability to attract and retain an executive, market data, place of living, exchange rates, relative salaries among senior management, benefits, complexity of the position and salary at prior place of employment, among other considerations.

2019 Base Salaries. In March 2019, consistent with the annual salary increases for corporate-level employees in general, our compensation committee approved a 2.5% increase in the base salaries for each of our NEOs, resulting in a base salary of $2,143,000 for Mr. Fries, £841,000 ($1,073,389) for Mr. Bracken, $1,072,000 for Mr. Hall, $1,025,000 for Mr. Rodriguez and £467,000 ($596,043) for Mr. Salvato. These increases were in-line with the budget authorization of 2.5% given to each department and business unit for aggregate salary increases for our corporate-level employees based in Europe and in the U.S. The 2019 salary increases for our corporate employees, including our NEOs, became effective on April 1, 2019. Our CEO’s salary was subsequently adjusted to $2.5 million as of April 30, 2019 in connection with a renewal of his employment agreement as described below in —Employment and Other Agreements.

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Annual Performance Bonus Awards

General. Annual performance bonus awards granted pursuant to the Liberty Global 2014 Incentive Plan (as amended and restated effective June 11, 2019) (the 2014 Incentive Plan) are one of the variable components of our executive officers’ compensation packages designed to motivate our executives to achieve our annual business goals and reward them for superior performance.

Generally, at its first regular meeting following the end of each fiscal year, the compensation committee together with our CEO, reviews the financial performance of our company during the prior year, his performance, his evaluation of the performance of each of the other members of senior management (including our NEOs) participating in the prior year’s annual performance program and his recommendations with respect to their bonuses. The compensation committee then determines, in a private session, whether our CEO has met his individual performance goals for the year and the amount to be paid to him with respect to his annual bonus. The compensation committee also approves the amount to be paid to the other participants in the program, including our other NEOs, with respect to their annual bonuses. Generally at the same meeting, the compensation committee approves the terms of the annual performance bonus program for the current year, including the individual performance goals for our CEO and each of the other NEOs for the coming year.

In connection with our annual performance bonus program, we are encouraging increased share ownership among senior management, including our NEOs, in our various countries and corporate operations, aligning incentives among employees and shareholders. As a result, the compensation committee implemented a shareholding incentive program that allows senior management to elect to receive up to 100% of their annual bonus in ordinary shares of Liberty Global in lieu of cash. A participant who elects to receive shares in respect to their annual bonus will also receive RSUs equal to 12.5% of the gross number of shares earned under the annual bonus. The RSUs will vest one year after grant date, provided the participant holds all of the shares issued in lieu of an annual bonus cash payment through that period. The number of ordinary shares granted will be based on the closing prices of our Liberty Global Class A and Liberty Global Class C shares on the date the bonus is paid and delivered on a 1:2 ratio between our Liberty Global Class A and Liberty Global Class C shares. The compensation committee may also elect to issue Liberty Global Class B shares under the shareholding incentive program. The option to receive and hold shares commenced with the 2018 annual performance bonus program.

Design of2019Annual Bonus Program. In approving the 2019 annual performance bonus program (the 2019 Annual Bonus Program) the compensation committee followed the general design of the 2018 annual performance bonus program, with some modifications. Specifically, and to emphasize the importance of capital expenditures for our infrastructure-based business, the compensation committee replaced the OCF metric from the 2018 Annual Bonus Program with operating free cash flow (OFCF). OFCF is defined as OCF less property and equipment additions, and therefore provides incentives to manage capital expenditures in addition to OCF. OCF is defined as revenue less operating costs and administrative expenses (excluding share-based compensation, depreciation and amortization, provisions and provision releases related to significant litigation and impairment, restructuring, and other operating items (which includes gains and losses on the disposition of long-lived assets, direct acquisition and disposal costs and other acquisition-related items). The compensation committee then rebalanced the weighting of financial metrics to provide equal emphasis on OFCF and revenue. In addition to the financial performance metrics, and similar to the 2018 annual performance bonus program, the 2019 Annual Bonus Program had two operational performance metrics. The compensation committee selected the two financial and two operational performance metrics for the annual bonuses to ensure that management would be focused on multiple key performance metrics. The 2019 target achievable performance bonus awards were $2.5 million for each of Messrs. Bracken, Hall and Rodriguez and $2.0 million for Mr. Salvato. As provided in Mr. Fries’ employment agreement, his target achievable award was $15.0 million.

The key elements of the 2019 Annual Bonus Program were:

• Each participant’s target achievable performance bonus was based on achievement against four performance metrics, including two financial performance metrics:

▪ 2019 budgeted revenue growth on a consolidated basis (30%);

▪ 2019 budgeted OFCF growth on a consolidated basis (30%);

▪ target average customer relationship net promoter score (rNPS) on a consolidated basis (20%); and

▪ specified target goals and objectives of each participant’s department (20%).

• Based on the achievement of these financial and operational performance metrics (except the department performance metric), a payout of up to 150% of the target bonus amount was available for over-performance against budget or target.

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• Each participant’s 2019 individual annual performance rating (APR) served as a multiplier on the overall bonus payout (0 to 1.5x), which could theoretically increase the 2019 annual bonus to up to 210% of the participant’s target bonus.

The same general design was also implemented with similar performance metrics and weightings for the 2019 bonus programs for approximately 1,350 employees in our corporate offices in the U.K., the U.S. and the Netherlands.

Due to the significance of the divestment of our operations in Germany, Hungary, Romania and the Czech Republic in 2019 (the Disposal Group), the compensation committee considered the achievement of budgeted revenue and OFCF, and target rNPS for the period the company owned and operated such businesses, which included the Disposal Group (the Full Group), and the period after they were sold, which excluded the Disposal Group (the Continuing Group), on a proportionate basis. Budgeted growth was determined by comparing rebased 2019 results for the applicable metric to the amount budgeted for that metric in the 2019 consolidated budgets approved by our board. For consolidated Liberty Global, the 2019 budget provided for revenue of $15.1 billion and $11.6 billion and OFCF of $3.2 billion and $1.9 billion, in each case for the Full Group and the Continuing Group, respectively, subject to adjustments as described below. The payout schedule for each financial metric is based on the percentage achievement against the 2019 budget, as adjusted for events during the performance period such as acquisitions, dispositions, the impact of unforeseen strategic changes or changes in laws and regulations, changes in foreign currency exchange rates and accounting principles or policies that affect comparability. The consolidated target for rNPS is 22.8 and 25.3 for the Full Group and the Continuing Group, respectively, where each operating company rNPS is weighted by revenue (excluding business and mobile subscriber revenue). The following tables set forth the performance against budget or target and related payouts approved by the compensation committee.

Payout Calculation Methodology: Financial	Potential Payout % re: Achievement of 2019 Budget
2019 Budget Achievement	Revenue (30%Weighting)	OFCF (30%Weighting)	Payout (% of Weighted Portion of Target Bonus Amount) (1)
Over-Performance	≥ 102.5%	≥ 110.0%	150.0%
% Growth Contemplated in 2018 Budget	100.0%	100.0%	100.0%

_______________

(1) Percentages shown represent the payout (prior to the APR multiplier) that would result if specified performance levels were achieved for revenue and OFCF budget, with a minimum payout of 0% for no growth in revenue and OFCF. Payout percentages for percentage achievement of revenue and OFCF budgets, which fall in between these points would be determined by straight-line interpolation.

Payout Calculation Methodology: rNPS	Potential Payout % re: Achievement of 2019 Target
Achievement of rNPS Target	rNPS Target	Payout (% of Weighted Portion of Target Bonus Amount) (1)
Over-Performance	+2.5 points above Target	150.0%
Target	-2.5 to 0	100.0%
Minimum Performance	-7.5 points below Target	—%

_______________

(1) Percentages shown represent the payout that would result if specified performance levels were achieved for rNPS targets. Payout percentages for percentage achievement of rNPS target, which fall in between points specified in the table would be determined by straight-line interpolation.

Department Performance Metric

The department performance metric is based on goals and objectives submitted by each member of senior management, including our NEOs. These goals and objectives were reviewed and approved by our CEO and the compensation committee. Maximum payout of the department metric is 100% of the weighted portion (20%) and no additional payout for over-performance.

The total payout based on the above performance metrics would represent the sum of the percentages derived by multiplying 30% times the respective payout percentage for revenue and 30% times the respective payout percentage for OFCF, plus the percentage derived by multiplying 20% times the payout percentage for rNPS, plus the department metric percentage, with a maximum payout of 140%. To determine the final payout, the payout based on financial and operational performance is then multiplied by an APR multiplier. The APR multiplier is based on each NEO’s individual 2019 annual performance rating:

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The compensation committee considered the following when it approved this design for the 2019 Annual Bonus Program:

• replacing the OCF financial metric with the OFCF metric would emphasize the importance of capital expenditures in addition to OCF

• equally weighting the OFCF and budgeted revenue metrics would provide balanced financial incentives to effectively deploy capital and encourage revenue growth

• using the average rNPS score for the year avoids short term decision making

• the department metric promotes engagement, encourages collaboration amongst employees and ensures that each department is focused on key projects and initiatives that are aligned to the overall strategic priorities of the company

• including an over-performance provision would provide continuing incentive for above budget achievement

• using the APR as a multiplier promotes engagement of participants and rewards individual performance

2019Annual Bonus Program Performance. At its meeting on February 19, 2020, the compensation committee reviewed the actual consolidated revenue and OFCFfor 2019 based on our audited 2019 financial results and our rNPS score. It also considered whether to exercise its discretion to increase or reduce the amount payable to any of our NEOs while considering input received from the CEO for his direct reports. The exercise of the compensation committee’s discretion was in each case based on its assessment of our 2019 financial performance, the performance of the NEO’s department against specific goals and the individual NEO’s performance overall as compared to his 2019 performance goals, taking into account the payout schedules for the performance metrics and individual performance.

The compensation committee first considered the percentage of budgeted revenue and budgeted OFCFachieved in 2019 based on the Full Group for the seven month period the company owned and operated the Disposal Group, and for the Continuing Group for the five month period post sale of the Disposal Group. For this purpose, the 2019 budget was adjusted in accordance with the terms of the 2019 Annual Bonus Program and for certain other unbudgeted events that the compensation committee, in its discretion and consistent with past practice, determined distorted performance against the financial performance metrics. These revisions included adjustments: (1) to reflect consistent foreign currency exchange translations, (2) to reflect costs associated with unforeseen senior executive compensation adjustments and severance payments, (3) for certain strategic capital allocation decisions, and (4) for the impacts of certain acquisitions and dispositions and related matters. In the aggregate, for the Full Group, these adjustments resulted in a net increase of budgeted revenue to $8.7 billion and a net decrease of budgeted OFCFto $1.6 billion for the seven month period. Actual adjusted 2019 revenue for the seven month period was 99.5% of the adjusted budget and actual adjusted 2019OFCF for the seven month periodwas 117.6% of the adjusted budget on a consolidated basis. For the seven month period, the rNPS score was above the target zone. For the Continuing Group, the adjustments resulted in a net increase of budgeted revenue to $11.7 billion and a net decrease of budgeted OFCF to $1.8 billion. Actual adjusted 2019 revenue was 98.8% of the adjusted budget and actual adjusted 2019OFCF was 107.1% of the adjusted budget on a consolidated basis. The rNPS score was within the target zone. In summary, all adjustments made were consistent with the terms of the program and past practice.

The achievement of budget for the period the company owned and operated the Full Group and the period after the Disposal Group was sold were weighted 58% (7 out of 12 months) and 42% (5 out of 12 months), respectively. When these results are applied to the relevant payout schedules, it resulted in a weighted overall 81.8% performance against revenue, OFCF, and rNPS, and, together with achieved department objectives, a payout of 101.8%.

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The compensation committee reviewed the achievements of each department against such department’s stated goals and objectives. The department performance goals consisted of achievement of each department’s 2019 operating and capital expenditure budgets, driving employee engagement, and other qualitative measures tailored to each department’s role within our company. Below is a brief description of the goals and objectives of the departments of which our NEOs are members.

• Finance & Treasury: drive simplification and harmonization of processes through implementation of new systems and expansion of shared services, improving the company’s financial performance management framework, harmonization and implementation of group accounting policies, and management of investor relationships and the company’s capital structure

• Legal & Regulatory: legal and regulatory support in execution of significant transactions, effective execution of other M&A, financings, derivatives and ventures transactions, effective execution of multinational regulatory, corporate affairs and legal matters

• Technology & Innovation: deliver and implement a simplified T&I organization, successful launch of products across markets, strengthening the T&I quality program, and meeting certain contractual obligations with transfer service agreements

• Mergers and Acquisitions: execution of significant transactions, identify, evaluate and execute new acquisition opportunities, manage the existing portfolio of investments, continue to deploy capital in accretive and relevant growth companies

In the evaluation of each department’s performance in 2019, the compensation committee considered the various achievements by each department, including how these actions affected the performance of our company’s operations. The compensation committee determined that the departments of each NEO met their overall goals and objectives for 2019 and approved a payout of 100% of the department component of the overall annual bonus.

At its February 19, 2020 meeting, the compensation committee considered each NEO’s performance against individual performance goals. The individual performance goals consisted of numerous qualitative measures, which included strategic, financial, transactional, organizational and/or operational goals tailored to the individual’s role within our company. Over achievement of individual performance goals can increase the amount of the bonus earned.

Our CEO’s performance goals included both financial and operational targets, functional objectives in each of the core departments and support our board in fulfilling its responsibilities, as well as personal development. The financial metrics focused on driving costs efficiencies based on our 2019 budget. In the evaluation of his 2019 performance, the compensation committee considered the various performance objectives that had been assigned to Mr. Fries and our company’s accomplishments as compared to those objectives. Overall, the committee determined that Mr. Fries demonstrated outstanding leadership of the company in all respects and exceeded his objectives for 2019. In this regard, the compensation committee noted that we had a number of significant accomplishments in 2019 under the leadership of Mr. Fries, including the particularly complex sale of our businesses in Germany, Hungary, Romania and the Czech Republic, as well as our DTH operations for market leading multiples. In addition, various key initiatives were accomplished under his leadership, including expansion of our footprint through our large scale “lightning” new build program in the U.K., delivery on customer propositions, increased collaboration across businesses, setting of the strategic vision for our company, progress in delivering fixed-mobile convergence across our footprint and cost efficiencies through transformation and procurement savings. The compensation committee also considered Mr. Fries’ responsibilities with respect to overall corporate policy-making and management, in-depth knowledge of our multi-national operations and complex finances, the regulatory and organizational complexities in which we compete, as well as his strong leadership capabilities in delivering key long-term strategic objectives in a challenging global economy and his handling of unanticipated additional responsibilities. Mr. Fries provided key leadership, hands-on expertise where it mattered and motivational support in managing the senior executive team and employees in general.

With respect to the individual performance of our other NEOs, the compensation committee reviewed their performance with our CEO, giving deference to our CEO’s evaluation of their performance against their respective 2019 performance goals. The members of the compensation committee also have frequent interaction with each of these executives at meetings of the board of directors and events planned for the directors, and those interactions assist in informing their judgment. The individual performance goals for the other NEOs related to their respective functional or operational areas of responsibility. Mr. Bracken’s goals related to treasury, accounting, capital allocation, finance function and operating cost efficiencies, optimizing company processes, managing our company’s capital structure and supporting development of new business initiatives and key M&A activities. Mr. Hall’s goals related to technical and legal support in execution of complex M&A, finance and tax matters, driving key regulatory and government affairs initiatives, improvements in external communications, overhead cost reductions and

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continued commercial legal efficiency measures. Mr. Rodriguez’s goals related to delivering on product initiatives in key areas, including improving quality of services and expanding key connectivity enhancements, improving efficiencies of capital expenditures, management of cybersecurity, privacy and compliance issues in multinational IT services, and simplification and reorganization of T&I, including delivering against key cost saving initiatives. Mr. Salvato’s goals related to execution of significant M&A transactions, developing an investment framework and landscape for new investment opportunities, managing the existing portfolio of minority investments, evaluating, tracking and executing fixed-mobile convergence opportunities in our existing markets and development and management of our content based investments and strategies. In each case, the compensation committee also considered how these goals were affected by the size and complexity of our company. The committee and Mr. Fries determined that each executive met or exceeded their objectives for 2019 and had outstanding performance taking into account all the variables and competitive landscape.

The compensation committee approved the percentage payout for performance against financial and operational metrics and earned bonus payouts for each of the NEOs as set forth in the tables below. The compensation committee considered each NEO’s individual performance, overall contributions and CEO’s recommendation in determining the earned bonus amounts.

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The compensation committee determined that Mr. Fries overperformed on his individual objectives, but at Mr. Fries’ direction, the committee was asked to allocate any additional earned bonus amount to other executives in the executive leadership team.

2019 Annual Performance Bonus Results

% Payout for Revenue Performance (30%)	% Payout for OFCF Performance (30%)	% Payout for rNPS Performance (20%)	% Payout for Department Performance (20%)	Weighted Aggregate % of Target Bonus
59%	143.9%	104.4%	100%	101.8%

Name	Earned Bonus Amount(1)
Michael T. Fries	$	15,263,387
Charles H.R. Bracken	$	2,925,482
Bryan H. Hall	$	2,925,482
Enrique Rodriguez	$	2,543,898
Andrea Salvato	$	2,340,386

_______________

(1) Final payouts of approved bonus awards were subject to further adjustments due to rounding, exchange rates and other factors.

In making the foregoing performance evaluations for the 2019 Annual Bonus Program, the compensation committee also approved payment of 2019 annual performance bonuses to our executive officers, including our NEOs, and certain other officers and key employees in ordinary shares of Liberty Global. The number of ordinary shares granted were based on each employee’s election of such payment of their earned bonus under the shareholding incentive plan and the closing prices of our Liberty Global Class A and Liberty Global Class C shares on March 13, 2020 and delivered on a 1:2 ratio between our Liberty Global Class A and Liberty Global Class C shares. In addition, each NEO who elected to receive payment in shares received a grant of RSUs for the number of shares representing 12.5% of the shares issued under the program. This premium RSU will vest on March 1, 2021, if the NEO retains the shares received in the 2019 Annual Bonus Program until that date. The shareholding incentive aspect of the Annual Bonus Program was launched in 2018 to encourage increased share ownership among senior management across our company.

The amounts paid to our NEOs under the 2019 Annual Bonus Program in shares and cash are reflected in the Summary Compensation Table below under the “Stock Awards” and “Non-Equity Incentive Plan Compensation” columns, respectively.

Commitment Bonus

On April 30, 2019, we renewed Mr. Fries’s employment agreement and paid Mr. Fries a $5.0 million cash commitment bonus in connection with the renewal. See —Employment and Other Agreements below for additional information regarding the renewal of Mr. Fries’s agreement.

Equity Incentive Awards

General. Multi-year equity incentive awards, whether in the form of conventional equity awards or performance-based awards, have historically represented a significant portion of our executives’ compensation. These awards ensure that our executives have a continuing stake in our company’s success, align their interests with our shareholders and also serve the goal of retention through vesting requirements and forfeiture provisions.

Our compensation committee’s approach to equity incentive awards for the senior management team places a significant emphasis on performance-based equity awards. Since 2010, the compensation committee’s approach has been to set a target annual equity value for each executive, of which approximately two-thirds would be delivered in the form of an annual award of PSUs and approximately one-third in the form of an annual award of SARs. SARs have terms of ten years before expiration, aligning with customary market practices. Upon exercise of a SAR, the company issues an amount of shares representing the value over the base price, adjusted for applicable tax withholding. Accordingly the actual number of shares delivered upon exercise of SARs will be less than the face amount granted.

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In connection with each year’s award of PSUs, the compensation committee selects one or more performance measures for the ensuing two-year performance period. For the PSUs awarded to date, the compensation committee has selected as the performance measure growth in consolidated OCF, as adjusted for certain specified events that affect comparability, such as acquisitions, dispositions and changes in foreign currency exchange rates and accounting principles. In choosing OCF growth as the performance measure, the compensation committee’s goal has been to ensure that the management team is focused on maximizing performance against a key financial metric used by our board and management in evaluating our operating performance. Different performance measures may be selected for the awards in future years.

Our compensation committee also sets the performance targets corresponding to the selected performance measure(s), including minimum performance thresholds and setting maximum payouts for over-performance. The level of achievement of the performance target within a range established by the compensation committee determines the percentage of the PSU award earned during the performance period, subject to reduction or forfeiture based on individual performance based on the APR received under our global performance management process. A minimum rating of “developing” or its equivalent is required for any PSU awards granted after 2014 to be earned. Earned PSUs will then vest in two equal installments on April 1 and October 1 of the year following the end of the performance period. The PSU awards are subject to forfeiture or acceleration in connection with certain termination of employment or change-in-control events. Each year’s award of SARs is made at the same time as awards are made under our annual equity grant program for employees and on terms consistent with our standard form of SAR award agreement, including a four-year vesting schedule. Commencing with awards of SARs granted in 2019, the compensation committee increased the standard term from seven years to 10 years.

In adopting this approach to equity incentive compensation, the compensation committee made the following observations:

• The organizational risks of incentive compensation should be reduced through:

▪ the use of multiple equity vehicles (PSUs and SARs) with different performance, retention, risk and reward profiles;

▪ annual grants of equity awards that spread the target incentive compensation over multiple and overlapping performance/service periods and provide the flexibility to change performance metrics, weighting and targets from grant to grant; and

▪ the setting of achievable target performance levels, while providing higher payout levels for over-performance.

• The use of performance-based equity awards, such as PSUs, adds an element of market risk over the performance/service period to better align the interests of management and shareholders, while focusing management on achieving specified performance targets to earn the award;

• The use of conventional equity awards, such as SARs, provides a retention mechanism and alignment with shareholders by only delivering value if the stock price appreciates; and

• Providing for forfeiture or reduction of performance-based equity awards based on individual performance ensures that each participant remains accountable for his or her own performance against performance goals tailored to the participant’s role and responsibilities.

Decisions for 2018 PSUs. As described above, our equity incentive awards have generally consisted of annual grants of two different types of equity awards: SARs representing approximately one-third of the total annual target equity value per participant and PSUs representing approximately two-thirds of the total annual target equity value. The annual grants of PSUs then had overlapping two-year performance periods.

Recognizing the impact of the sale of our Disposal Group, Liberty Global’s performance metric for the 2018 PSUs was split into two separate compound annual growth rate in consolidated operating cash flow (OCF CAGR) targets. The Full Group target considers OCF CAGR for the Full Group during the period beginning on January 1, 2018 and ending on July 31, 2019 (Full Group Target). The Continuing Group target considers only the Continuing Group during the period beginning on January 1, 2018 and ending on December 31, 2019 (Continuing Group Target). The OCF CAGR was 1.91% and 0.44% for the Full Group and Continuing Group Targets, respectively. The following table sets forth the threshold, target and maximum performance levels and related payouts approved by the compensation committee:

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	Performance & Payout Levels
	Performance Achievement		Payout
Maximum	125.0	%	150.0	%
Target	100.0	%	100.0	%
Threshold	50.0	%	50.0	%

The compensation committee determines the actual payout by “straight-line interpolation” if our actual OCF CAGR for the performance period falls between the specified threshold, target and maximum performance levels in the table. The actual OCF CAGR for the performance period is calculated by comparing 2019 consolidated annual OCF, or consolidating OCF for the last 12 complete months from disposition with respect to the Full Group Target, against 2017 consolidated annual OCF, as adjusted for events during the performance period such as changes in foreign currency exchange rates and accounting principles or policies and any other event that the compensation committee determines has the effect of distorting performance against the target OCF CAGR. At the February 19, 2020 meeting of our compensation committee, the compensation committee reviewed the calculations of 2017 and 2019 consolidated annual OCF and the resulting OCF CAGR, as adjusted pursuant to the terms of the 2018 PSU grant agreements, and determined that more than 100% of the target OCF CAGR had been achieved.

The required adjustments to the 2017 OCF CAGR made pursuant to the terms of the 2018 PSU grant agreements included adjustments related to:

• impacts of acquisitions and dispositions during the performance period;

• costs associated with unforeseen senior executive compensation adjustments and severance payments, in large part due to corporate restructuring post disposition of assets; and

• foreign currency exchange translations.    

These adjustments, in the aggregate, decreased our consolidated annual OCF for 2017 of $6.71 billion to $6.70 billion and increased our actual OCF CAGR achievement for the performance period from 1.90% to 2.04% for the Full Group Target and decreased our consolidated annual OCF for 2017 of $4.9 billion to $4.8 billion and increased our actual OCF CAGR achievement for the performance period from 0.06% to 0.36% for the Continuing Group Target. The Full Group Target was weighted 79% (19 out of 24 months) and Continuing Group Target was weighted 21% (5 out of 24 months), respectively, in order to determine the weighted payout.

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Based on the foregoing, the compensation committee determined that approximately 113.0% and 80.1% of the target OCF CAGR had been achieved for the Full Group and Continuing Group Targets, respectively, resulting in a weighted payout of 106.1%. The table below sets forth the actual number of the 2018 PSUs that were earned and which were therefore converted to time-vested RSUs pursuant to the terms of the 2018 PSUs. The actual number of shares delivered to an NEO were calculated using maximum precision available and were also subject to applicable tax withholding. At its meeting on February 21, 2019, the compensation committee further determined that based on each NEO’s individual performance over the performance period, no reduction would be made to the percentage of target 2018 PSUs, which had been earned based on financial performance.

Name	Liberty Global Class A RSUs	Liberty Global Class C RSUs
Michael T. Fries	163,436	326,873
Charles H.R. Bracken	43,584	87,167
Bryan H. Hall	29,056	58,111
Enrique Rodriguez	36,313	72,627
Andrea Salvato	29,056	58,111

The compensation committee discussed the goals that the 2018 PSUs had been designed to achieve and was satisfied that these goals had been met.

2019 Equity Incentive Awards. In accordance with our equity incentive program, the compensation committee established the performance measures for the two-year performance period of January 1, 2019 to December 31, 2020 and granted PSUs for that period, as well as time vested SARs. The table below sets forth the target annual equity incentive award values for our NEOs approved by our compensation committee and the grants of PSUs and SARs made to them in April 2019.

		Two-thirds of Target Annual Equity Value in the Form of		One-third of Target Annual Equity Value in the Form of
Name	Annual Target Equity Value	Liberty Global Class A PSUs Grants (#)	Liberty Global Class C PSUs Grants (#)	Liberty Global Class A SARs Grants (#)	Liberty Global Class C SARs Grants (#)
Michael T. Fries	$25,000,000	220,914	441,828	395,131	790,262
Charles H.R. Bracken	$6,000,000	53,019	106,038	94,831	189,662
Bryan H. Hall	$4,000,000	35,346	70,692	63,221	126,442
Enrique Rodriguez	$5,000,000	44,182	88,364	79,026	158,052
Andrea Salvato	$4,000,000	35,346	70,692	63,221	126,442

Each 2019 PSU represents the right to receive one Liberty Global Class A share or Liberty Global Class C share, as applicable, subject to performance and vesting. The performance period for the 2019 PSUs is January 1, 2019 to December 31, 2020. The performance target selected by the compensation committee for the base case plan was achievement of a target OCF CAGR based on a comparison of our 2018 actual results to those reflected in our then existing long-range plan for 2020. The target OCF CAGR is subject to upward or downward adjustment, on a mandatory or a discretionary basis, for certain events in accordance with the terms of the grant agreement. For example, the base case plan from which the target OCF CAGR was calculated will be adjusted for acquisitions and dispositions of businesses during the performance period in accordance with guidelines established by the compensation committee and the target OCF CAGR will be recalculated based on the adjusted base case plan. A performance range of 50% to 125% of the target OCF CAGR would generally result in award recipients earning 50% to 150% of their target 2019 PSUs, subject to reduction or forfeiture based on individual performance. One-half of the earned 2019 PSUs will vest on April 1, 2021 and the balance on October 1, 2021.

The 2019 PSU awards and the SAR awards of our NEOs are reflected in the Summary Compensation Table below under the “Stock Awards” and “Option Awards” columns, respectively.

2019 Challenge Performance Awards. As stated above, the compensation committee has three primary objectives with respect to executive compensation - motivation, retention and alignment of interests to create shareholder value. Following the recent transactions (the sale of our operations in Austria, Germany, Hungary, Romania and the Czech Republic), we will move to a simpler operating structure with fewer management layers and clearer accountabilities and will develop an even more agile, entrepreneurial and customer-focused company. Given these changes in our management and organizational structure, on March 7, 2019, the compensation committee approved a special equity grant of performance awards to our NEOs, other officers

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and key employees (the 2019 Challenge Performance Awards). The compensation committee believes it is important to make this grant of the 2019 Challenge Performance Awards to our executive officers and key employees in order to provide increased motivation and retention and to enhance the focus, commitment and drive of our senior management toward attaining increased shareholder value over the performance period.

The 2019 Challenge Performance Awards consist of a combination of performance-based share appreciation rights (PSARs) and performance-based restricted share units (PRSUs), in each case divided on a 1:2 ratio based on Liberty Global Class A shares and Liberty Global Class C shares. Each PRSU represents the right to receive one Liberty Global Class A share or one Liberty Global Class C share, as applicable, subject to performance and vesting. The PSARs have a term of ten years and base prices equal to the respective market closing prices of the applicable class on the grant date, which were $25.97 for the Class A PSARs and $25.22 for the Class C PSARs. The performance period for the 2019 Challenge Performance Awards is three years through December 31, 2021 with “cliff” vesting on March 7, 2022. The number of the 2019 Challenge Performance Awards that may be earned by our NEOs will be based on the compensation committee’s assessment of the NEO’s performance and achievement of individual goals in each of the years 2019, 2020 and 2021. These goals consist of quantitative and qualitative measures, which include individual and team strategic, financial, transactional, organizational and/or operational goals. The compensation committee granted our NEOs the following PRSUs and PSARs under the 2019 Challenge Performance Awards: 146,084 Class A PRSUs, 292,168 Class C PRSUs, 522,284 Class A PSARs and 1,044,568 Class C PSARs to Mr. Fries; 38,955 Class A PRSUs, 77,910 Class C PRSUs, 139,275 Class A PSARs and 278,550 Class C PSARs to Mr. Bracken; 25,970 Class A PRSUs, 51,940 Class C PRSUs, 92,850 Class A PSARs and 185,700 Class C PSARs to Mr. Hall; and 32,463 Class A PRSUs, 64,926 Class C PRSUs, 116,063 Class A PSARs and 232,126 Class C PSARs to Mr. Rodriguez.

Renewal of Employment Agreement. In connection with the renewal of his employment agreement, Mr. Fries received a new sign-on equity commitment award of two million Liberty Global Class B shares on May 15, 2019, which vests in three installments on May 15 of 2019, 2020 and 2021 (the CEO Performance Award). The remaining installments of the CEO Performance Award are subject to the achievement of performance conditions in the immediately preceding calendar year. Mr. Fries must attain at least a “strong” rating (or equivalent) on the individual performance criteria established by the compensation committee for that year, which may contain qualitative and quantitative goals. See —Employment and Other Agreements below.

April 2020 Developments

In April, 2020, the compensation committee and the board of directors determined to extend the expiration date on SARs and director options issued in 2013 from a seven-year term to a ten-year term to align those historic awards with the ten-year awards provided currently. Our chairman’s options required no adjustment. There was no change to the exercise prices of the 2013 SARs and director options, which were set forth in the relevant Form 4 SEC filings made. They have exercise prices ranging from $27.71 to $32.20 in Class A ordinary shares and $25.84 to $31.76 in Class C ordinary shares (after taking into account adjustments for stock splits, share dividends, etc.). For the company’s executive officers, the exact number of SARs and their exercise prices are shown in Form 4 filings previously made.

Share Ownership Policy

Our compensation committee has established an Executive Share Ownership Policy, as amended and restated, for our executive officers and senior officers. The purpose of the Executive Share Ownership Policy is to ensure that our officers have a significant stake in our long-term success and are aligned with our shareholders. As a result, the compensation committee established guidelines for ownership of our ordinary shares based on an individual’s level in our company and expressed as a multiple of base salary as follows:

Position	Guideline
Chief Executive Officer	5 times base salary
Executive Vice Presidents	4 times base salary
All other members of the Executive Leadership Team	3 times base salary

Executive and senior officers, who were subject to the policy at the time of adoption, were expected to be in compliance with the ownership guidelines within two years of the policy’s effective date. New executive and senior officers must be in compliance within four years of the date they become subject to the policy. In calculating the value of ordinary shares owned by an executive, the policy includes the value of ordinary shares owned jointly with and separately by the officer’s spouse and minor children, 50% of the value of vested ordinary shares held in the officer’s account in the 401(k) Plan, 50% of the value of vested options and SARs using a valuation methodology generally consistent with the company’s accounting practice for valuing the relevant awards (which uses Black-Scholes valuation methodology) and 50% of the value of any earned but unvested PSUs.

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As of May 4, 2020, the value of the ordinary shares owned by our CEO, as calculated in accordance with the policy, significantly exceeded five times his base salary. In addition, at such date, all employees subject to the policy were in compliance with the terms of the policy.

Deferred Compensation Plan

Under the Liberty Global Deferred Compensation Plan (the Deferred Compensation Plan), our executive and other officers who are U.S. taxpayers and who are designated as participants by our compensation committee may elect to defer payment of certain of their compensation as described under —Deferred Compensation Plan below. We do not have a pension or other defined benefit-type plan to offer our executive and senior officers. For these executive officers and employees who are based in the U.S., Liberty Global contributes to its defined contribution 401(k) Plan, but such contributions are capped by U.S. law. Accordingly, the Deferred Compensation Plan was adopted by the compensation committee to provide a tax-efficient method for participants who are U.S. taxpayers to accumulate value, thus enhancing our ability to attract and retain senior management. With respect to the tax ramifications to us of the Deferred Compensation Plan, the compensation committee noted in adopting the plan that the corporate tax deduction on the deferred compensation may not be taken until payments to participants are made, but that we will have use of the cash in the interim. Although our compensation committee deemed the Deferred Compensation Plan to be an important benefit to participants, it is not included in any quantitative valuation with the three main components of our compensation packages, because participation in the plan, and to what extent, is at each participant’s discretion.

Other Benefits

We do not offer perquisites and other personal benefits on a general basis to our executive officers. The personal benefits we have provided are limited in scope and fall into the following principal categories: limited personal use of our corporate aircraft; an annual auto allowance or use of a company auto for our executive officers; reasonable legal expenses in connection with employment agreements; an executive health plan; and charitable giving by Liberty Global.

Under our aircraft policy, our CEO, other executive officers and certain senior officers, with our CEO’s approval, may use our corporate aircraft for personal travel, subject to reimbursing us for the incremental costs incurred, plus applicable taxes. Pursuant to his employment agreement, the annual flight hours for Mr. Fries’ personal use of our aircraft is 120 hours per year without cost reimbursement. As approved by the compensation committee, beginning in 2017, the annual flight hours for Mr. Bracken’s personal use of our aircraft is 25 hours per year without cost reimbursement. Also under our aircraft policy, our CEO and, with his approval, our other executive officers and certain senior officers may have family members or other personal guests accompany them on our corporate aircraft while traveling on business without reimbursing us for the incremental cost attributable to the personal guest.

The taxable income of an officer will include imputed income equal to the value of the personal use of our aircraft by him and by his personal guests determined using: (a) a method based on the Standard Industry Fare Level rates, as published by the U.S. Internal Revenue Service (IRS) (in the case of U.S. taxpayers) or (b) as agreed with the U.K. tax authority periodically, a cost base valuation for personal use and the marginal cost for guests (in the case of U.K. taxpayers). Income is imputed only to the extent that the value derived by such applicable method exceeds the amount the officer pays us for such personal use.

The methods we use to determine our incremental cost attributable to personal use of our corporate aircraft are described in the notes to the Summary Compensation Table below. Because our aircraft are used primarily for business travel, this methodology excludes fixed costs that do not change based on usage, such as salaries of pilots and crew, purchase costs of aircraft, and costs of maintenance and upkeep.

Annual auto allowances for employees are a standard benefit in Europe, and in order to align basic compensation with executives in the U.S., we have extended this allowance to some U.S. based executives. We also provide an executive health plan for our executive and senior officers to proactively manage and improve their health. The benefits of this program include a complete medical history review, annual physical examinations, comprehensive laboratory testing, diagnostic testing and consultations with specialists. Our NEOs also participate in various benefit plans offered to all salaried employees in the applicable country of employment. Our CEO generally reviews and directs the charitable giving by our company.

We provide reimbursement of reasonable legal expenses to some executives, including NEOs, in connection with the negotiation and execution of their employment agreements, on a case-by-case basis. In Mr. Rodriguez’ case, the amount was capped. In Mr. Hall’s case, he did not use outside counsel so there was no actual reimbursement. In Mr. Fries’ case, given the

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complexity of the agreement and relevant securities regulations, the reimbursement includes consultation with counsel on some post-execution issues as well.

Tax and Accounting Considerations

In making its compensation decisions, our compensation committee has considered the prior limitations on deductibility of executive compensation under Section 162(m) of the Code, which generally prohibited the deduction of compensation in excess of $1.0 million paid to certain executives, subject to certain exceptions. Prior to 2018, one exception was for performance-based compensation, including equity incentive awards, granted under shareholder-approved plans, such as the 2014 Incentive Plan. As a result of the Tax Cuts and Jobs Act signed into law on December 22, 2017, effective for tax years starting on or after January 1, 2018, the exception for performance-based compensation is no longer available, subject to certain transitional relief for certain grandfathered arrangements effective November 2, 2017. To the extent the transition relief is available to preserve deductions for Section 162(m) grandfathered arrangements, our compensation committee will generally seek to administer the principal elements of our compensation program, such as annual performance bonus awards, SAR grants and the terms of our PSU awards, to qualify for deductibility. It has not, however, adopted a policy requiring all compensation to be deductible, in order to maintain flexibility in making compensation decisions. Our compensation committee also endeavors to ensure that any compensation that could be characterized as non-qualified deferred compensation complies with Section 409A of the Code.

Our compensation committee also takes into account from time to time, as appropriate, the accounting treatment of compensation elements in determining types and levels of compensation, including method of payment, for our executive officers.

Recoupment Policy

The terms of our PSU awards and our annual performance bonus awards for executive officers provide that if our consolidated financial statements for any of the years relevant to the determination of whether the applicable performance metrics have been met are required to be restated at any time as a result of an error (whether or not involving fraud or misconduct) and our compensation committee determines that if the financial results had been properly reported the portion of the awards that would have been earned by participants would have been lower than the awards actually earned by them, then each participant will be required to refund and/or forfeit the excess amount of his or her earned award.

Post-Employment Benefits and Change in Control

Each of our NEOs (including our CEO) are entitled to post-employment benefits under their employment agreements. See —Employment and Other Agreements below. Otherwise, they are entitled to the same benefit of accelerated vesting of all or part of conventional equity awards made under the Liberty Global 2005 Incentive Plan (as amended and restated effective June 7, 2013) (the 2005 Incentive Plan) and the 2014 Incentive Plan on certain termination-of-employment events as other holders of such awards. Similarly, the 2005 Incentive Plan and the 2014 Incentive Plan provide the same treatment to all holders of conventional equity awards granted under these plans upon the occurrence of certain change-in-control events. Accordingly, the existence of these potential post-employment and change-in-control benefits has not influenced our compensation committee’s decisions with respect to executive compensation.

In designing the terms for the PSU and RSU awards, our compensation committee determined that only a limited set of events would warrant automatic acceleration of awards thereunder. The terms of the PSU and RSU awards do not guarantee that any portion of an award will be deemed earned upon termination of employment, except as a result of death, nor that vesting of earned awards will be accelerated upon termination of employment, except as a result of death or disability. Awards will only be accelerated upon specified change-in-control events if the awards are not continued on the same terms and conditions or, in the case of certain corporate reorganization transactions, effective provision has not been made for the assumption or continuation of the awards on equivalent terms. For details regarding the acceleration of our CEO’s awards in connection with a change-in-control event please see the description of the Fries Agreement under —Employment and Other Agreements.

The compensation committee believed these limited acceleration events related to a change in control provide appropriate protection to participants and would serve to maintain morale and aid retention during the disruptive circumstances of a change in control. The compensation committee reserved discretion to approve the accelerated vesting of an individual’s award or an amendment to an individual’s award agreements when appropriate under the circumstances.

For additional information on post-employment benefits and change-in-control provisions, see —Potential Payments upon Termination or Change in Control below.

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Timing of Equity Awards

The Compensation Committee approves the annual equity incentive awards no later than April 1 of each year. This timing allows the awards to be aligned with long-range benchmarking, annual performance reviews, annual bonus determinations and our company’s financial reporting calendar. For the equity grants approved in 2019 and after, the exercise price or base price of option and SAR grants will be set at the respective closing prices of the applicable class of our ordinary shares on the grant date, which is the date of the meeting or, if later, April 1 of the same year. For 2018 and prior years, the exercise price or base price of option and SAR grants was set at the respective closing prices of our Liberty Global Class A shares and Liberty Global Class C shares on the grant date, which was the date of the relevant meeting or, if later, May 1 of the same year. Grants of equity awards to eligible employees would otherwise only be made in connection with significant events, such as hiring or promotion.

For purposes of determining the number of Liberty Global Class A and Liberty Global Class C PSUs, RSUs and SARs to be granted each year for the target annual equity values of our executive officers and other key employees, our compensation committee adopted a policy of using the average of the closing prices of such shares for a 5 day trading period ending on the second trading day preceding the date of the committee meeting to approve the grants. Typically, our compensation committee has granted the equity awards, if any, during, or at the end of, the first quarter of each year.

Compensation Committee Report

The compensation committee has reviewed the Compensation Discussion and Analysis above and discussed it with management. Based on such review and discussions, the compensation committee recommended to our board of directors that the Compensation Discussion and Analysis be included in this proxy statement.

Submitted by the Members of the Compensation Committee:

Andrew J. Cole

Larry E. Romrell

JC Sparkman (chairman)

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Summary Compensation

The Summary Compensation table below sets forth information concerning the compensation of our named executive officers for fiscal years 2019, 2018 and 2017.

CEO & NEO Compensation Generally

The Summary Compensation table below includes in the “total” compensation column for the CEO and each NEO future unearned compensation in the form of equity awards that are subject to time vesting and and performance conditions, which may not be paid (if at all) for several years, and the figures assume 100% performance and certain levels of stock appreciation. These amounts are aggregated into a single year lump sum amount, which was not in fact paid in the year in question.

Our CEO’s compensation for 2019 in the Summary Compensation table below includes annual, recurring elements of compensation such as (a) annual base salary of $2.5 million and benefits; (b) annual performance bonus awards with a $15 million target, payable in cash or shares (increasing to $15.25 million in 2020); and (c) participation in our annual long-term equity incentive plans in PSUs and SARs at a target value of $25 million (decreasing in 2020 to $17.5 million), with vesting in 2021.

 The CEO compensation for 2019 in the Summary Compensation table below also includes one-off  awards granted in 2019 that include awards subject to performance and vesting: (a) participation in our special Challenge Performance Award in PRSUs and PSARs with a target value of $22.5 million, with three year cliff vesting in 2022; and (b) in respect of renewal of a five year employment agreement, (i) equity incentive awards of 2 million shares in three annual installments vesting through May 15, 2021, subject to performance conditions, and (ii) a $5 million cash sign-on bonus paid in 2019. 

The other NEOs’ compensation consists of three recurring elements: (a) annual base salary and benefits, (b) annual performance bonus, payable in cash or shares, and (c) participation in our annual long-term equity incentive plans; and one non-recurring element: one-time participation in our special Challenge Performance Award.

 The Summary Compensation table below uses grant date fair values for the equity awards which assumes 100% performance and vesting, as well as stock appreciation, and may not reflect actual compensation received or realized. The grant date fair values used for our Class A, B and C ordinary shares range from $24.90 to $26.03, $25.29 to $26.03 and $24.15 to $25.37, respectively. Market conditions, including the COVID-19 pandemic, could significantly impact actual outcomes.

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)(2)	Option Awards ($)(3)	Non-Equity Incentive Plan Compen-sation ($)(4)		Change in Pension Value and Nonquali-fied Deferred Compen-sation Earnings ($)(5)	All Other Compen-sation ($)(6)	Total ($)
Michael T. Fries	2019	2,369,915		5,000,000	(7)	79,183,083	20,195,050	15,263,387		147,672	1,094,986	123,254,093	(1)
Chief Executive Officer & President	2018	2,091,000		—		22,330,108	7,673,644	—		134,963	784,041	33,013,756
	2017	2,080,750		—		2,708,358	8,456,513	2,708,357		127,857	1,019,824	17,101,659
Charles H.R. Bracken	2019	1,066,688	(8)	—		6,898,921	5,159,343	2,925,482		—	122,810	16,173,244
EVP & Chief Financial Officer	2018	1,093,625	(8)	—		3,279,584	2,046,300	2,208,565		—	126,156	8,754,230
	2017	1,018,250	(8)	—		377,693	6,556,431	1,047,758		—	160,775	9,160,907
Bryan H. Hall	2019	1,066,000	(9)	—		6,310,501	3,439,569	1,462,741	(10)	227,434	20,191	12,526,436
EVP & General Counsel	2018	1,046,000	(9)	—		4,422,577	1,364,191	—		215,532	19,865	7,068,165