LBTYA DEF 14A Report ended Dec. 31, 2019

¨	Preliminary Proxy Statement

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

x	Definitive Proxy Statement

¨	Definitive Additional Materials

¨	Soliciting Material Pursuant to § 240.14a-12

x	No fee required.

¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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

(2)	Aggregate number of securities to which transaction applies:

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

(4)	Proposed maximum aggregate value of transaction:

(5)	Total fee paid:

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

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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 .

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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.

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•	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;

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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;

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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.

•	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;

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•	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 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.

•	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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(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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(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.

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*	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:

(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:

(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:

(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 SAR s, 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.

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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.

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•	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.

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

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•	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

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•	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

•	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

(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

•	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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•	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.

(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.

(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.

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•	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

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•	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

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

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

▪	the use of multiple equity vehicles ( PSU s and SAR s) 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 PSU s, 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 SAR s, 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.

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•	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.

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(1)

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

(a)	Cash bonus paid in 2020 in respect of the 2019 annual performance bonus awards.

(b)

Includes (i) 2019 long-term equity incentive target values, which were granted 67% in PSUs and 33% in SARs, and have grant date fair values based on share prices of $24.90 in Class A ordinary shares and $24.15 in Class C ordinary shares, plus (ii) the value of RSUs issued pursuant to our shareholding incentive program in respect of the 2018 annual bonus paid in 2019 representing 12.5% of the gross number of ordinary shares earned under the preceding year’s annual bonus program.

(c)	Includes sum of “Change in Pension Value and Nonqualified Deferred Compensation Earnings” and “All Other Compensation” from the 2019 Summary Compensation table above.

(d)

Total recurring compensation (base salary, annual cash bonus, long term equity incentive targets, and other benefits) under the CEO Employment Agreement. Excludes one-time compensation related to renewal of CEO Employment Agreement and special long-term incentive targets, specifically excluding a $5 million sign-on bonus, one-time grant of 2 million Class B ordinary shares at a grant date fair value of $25.29 and the 2019 Challenge Performance Award.

(2)	The dollar amounts shown in the “Stock Awards” column reflect the grant date fair value of the equity determined in accordance with Topic 718 of the Financial Accounting Standards Board’s Accounting Standards Codification ( FASB ASC 718 ), and there can be no assurance that these grant date fair values will ever be realized by an NEO.

(a)

For 2019, the Stock Awards column shows: (i) Target 2019 PSUs granted under our 2019 long-term equity incentive plan, which have multi-year vesting and are subject to performance conditions - the table assumes vesting and performance at 100% of the grant date fair values. Earned 2019 PSU awards, if any, will vest, subject to forfeiture or acceleration under certain circumstances, in two equal installments on each of April 1, 2021 and October 1, 2021. (ii) Shares of the company’s stock issued to an NEO for the equity portion of their 2019 annual performance bonus awards, if any and RSUs issued to NEOs in respect of any shares issued as part of the 2018 annual performance bonus awards representing 12.5% of the gross number of ordinary shares earned. (iii) Each NEO’s target PRSUs that comprise a portion of their 2019 Challenge Performance Awards. These PRSUs have three year “cliff” vesting on March 2020 and are subject to performance conditions - the table assumes vesting and performance at 100% of the grant date fair values. (iv) The Liberty Global Class B shares issued to our CEO in connection with the renewal of his employment agreement in 2019 - the table assumes vesting and performance at 100% of the grant date fair value of $25.29 per award and $50,580,000 in aggregate, although share prices have since changed. Vesting occurs on May 15 of 2019, 2020 and 2021, of which the last two vestings remain subject to achievement of performance conditions.

(b)

For 2018, the Stock Awards column shows: (i) Target 2018 PSUs granted under our 2018 long-term equity incentive plan. The value of these awards appears as grant date fair value, although the present value of the shares earned is lower than on the grant date. Performance conditions on these PSUs have been established as described in the Compensation Discussion and Analysis, above. Earned 2018 PSU awards were scheduled to vest, subject to forfeiture or acceleration under certain circumstances, in two equal installments, the first of which vested on April 1, 2020, and the second of which will vest on October 1, 2020. (ii) The Liberty Global Class B shares issued to our CEO and the Liberty Global Class A and Liberty Global Class C shares issued to each other NEO for the equity portion of their 2018 and 2019 annual performance bonus awards earned by the NEOs under the 2014 Incentive Plan. (iii) With respect to Mr. Rodriguez, also reflects the grant date fair value of RSUs ($2,429,942) issued to him on August 1, 2018, which RSU awards vested on July 24, 2019.

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(c)	For 2017, the Stock Awards column shows: the dollar amounts reflect the grant date fair value of each NEO’s Liberty Global Class A and Liberty Global Class C shares issued on March 15, 2018, for the equity portion of their 2017 annual performance bonus awards.

(3)

The dollar amounts shown in the “Option Awards” column reflect the estimated grant date fair value at the time of the grant of SAR and PSAR awards to our NEOs in 2019 determined in accordance with FASB ASC 718. The table assumes vesting and performance at 100% of their grant date fair values. The dollar amounts for the PSAR awards granted March 7, 2019, reflect the impact of estimated forfeitures and assume a risk-free interest rate of 2.45%, a volatility rate ranging from 31.2% to 32.5% and an expected term of 4.2 years; such PSARs are subject to performance conditions and vest in March of 2022. The dollar amounts for the SAR awards granted April 1, 2019, reflect the impact of estimated forfeitures and a risk-free interest rate of between 2.30% and 2.31%, a volatility rate ranging from 31.0% to 32.7% and an expected term of 4.3 years with respect to Messrs. Fries, Hall, Bracken, and Rodriguez and an expected term of 3.7 years with respect to Mr. Salvato. The differences in the grant date fair value of their SARs are attributable to the different grant dates. The April 1, 2019 SAR awards vest 12.5% on November 1, 2019 and thereafter in 14 equal quarterly installments commencing February 1, 2020. All SAR awards granted in 2018 or prior have a seven year term. All SAR and PSAR awards granted in 2019 have a ten year term.

(4)	The dollar amounts in the “Non-Equity Incentive Plan Compensation” column reflect the cash portion of their annual performance bonus awards earned by the NEO s during the years indicated. The company split the award between shares and cash prior to deductions for applicable withholdings, which are included in the amounts in the above table.

(5)

The dollar amounts shown in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column reflect the above-market value of accrued interest on compensation previously deferred by the applicable NEO under our Deferred Compensation Plan. The above-market value of accrued interest is that portion of the accrued interest equal to the amount that exceeds 120% of the applicable federal long-term rate (with compounding) at the time the interest rate under the Deferred Compensation Plan was set.

(6)	The following table provides additional information about the 2019 amounts that appear in the “All Other Compensation” column in the Summary Compensation Table above:

(a)

Represents matching employer contributions made under the 401(k) Plan . Under the 401(k) Plan , participants may make contributions annually, subject to U.S. federal limits, and LGI makes a matching contribution equal to 100% of the participant’s contribution up to the lesser of the federal limit on contributions or 10% of their cash compensation (excluding awards under Liberty Global’s incentive plans). Voluntary catch-up contributions permitted under U.S. federal law for persons age 50 or older, however, are not matched. Messrs. Fries and Hall are fully vested in their respective 401(k) Plan accounts.

(b)

Represents defined contribution retirement benefit costs, part of which are paid as employer contributions into the Liberty Global Group Pension Plan in the U.K. and part of which are paid in the form of a taxable cash allowance. Liberty Global Europe Ltd. sponsors a defined contribution retirement plan under which it provides matching contributions on a 1 to 1 basis up to 10% of base salary. Messrs. Bracken and Salvato have elected to contribute 10% of each of his respective base salary and are therefore entitled to receive a matching company contribution equal to 10% of their base salary. However, the annual amount of contributions which can be paid into a retirement plan on a tax efficient basis in the U.K. is limited to £10,000 ($13,263) per annum for employee and company contributions combined for Messrs. Bracken and Salvato, subject to an overall lifetime allowance. On that basis, Liberty Global allows Mr. Bracken and other employees similarly impacted, to contribute £5,000 ($6,631) to the pension plan which is then matched by a £5,000 ($6,631) company contribution. The difference between the 10% of Mr. Bracken’s base salary which would have otherwise been paid into the pension plan as employer contribution, and the £5,000 ($6,631) company contribution remitted to the pension plan, is paid to Mr. Bracken as a taxable cash allowance. Similarly, Liberty Global allows Mr Salvato and other employees similarly impacted by the lifetime allowance limit to receive 10% of their base salary as a taxable cash allowance. Participating U.K. employees, including Messrs. Bracken and Salvato, are fully vested in the employer contributions to their respective pension plans.

(c)	Amounts reflect the following:

•	Premiums for term life insurance for Messrs. Fries ($1,190), Hall ($1,191) and Rodriguez ($1,137) under our group term life insurance benefit plan for U.S. employees.

•	Premiums for term life insurance for Messrs. Bracken ($3,492) and Salvato ($1,929) under Liberty Global Europe Ltd.’s group life assurance policy for U.K. employees.

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Our aggregate incremental cost attributable to personal use of our aircraft or having a personal guest on a business flight by each of the following NEO s is: Mr. Fries ($333,058). Aggregate incremental cost for personal use of our aircraft is determined on a per flight basis and includes fuel, oil, lubricants, hourly costs of aircraft maintenance for the applicable number of flight hours, in-flight food and beverage services, trip-related hangar and tie down costs, landing and parking fees, travel expenses for crew and other variable costs specifically incurred. Aggregate incremental cost for a personal guest is determined based on our average direct variable costs per passenger for fuel and in-flight food and beverage services, plus, when applicable, customs and immigration fees specifically incurred.

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Contributions to several charitable and non-profit organizations made by Liberty Global at the request of Mr. Fries. Such contributions aggregated $570,500 and are not included in Mr. Fries’ Liberty Global income for tax purposes. Of the more than 15 organizations that received such contributions, Mr. Fries or his spouse is a member of the board of five of the organizations and he is a trustee of one other organization to which Liberty Global contributed. The contributions to these organizations were $340,500 in the aggregate.

•	Pursuant to the terms of the employment agreement with Mr. Fries, payment made on behalf of Mr. Fries for professional fees incurred by him related to his employment agreement ($188,294).

•	The tax gross-up of $1,944 on payment made on behalf of Mr. Fries for professional fees related to tax preparation filings.

•	During 2019 , Messrs. Fries, Bracken, Hall and Rodriguez each used sporting and concert event tickets that resulted in no incremental cost to us.

(7)	Represents a commitment sign-on bonus paid to Mr. Fries at the time he renewed his employment agreement with our company in April 2019.

(8)	For the years indicated, Messrs. Bracken and Salvato each received all or a portion of his salary, perquisites and employee benefits in British pounds, which have been converted for this presentation to U.S. dollars based upon the average exchange rate in effect during each respective year (0.7835 for 2019 , 0.7498 for 2018 and 0.7767 for 2017 ).

(9)	Amount includes $799,500 and $784,500 of Mr. Hall’s 2019 and 2018 salary, respectively, the payments of which Mr. Hall elected to defer pursuant to our Deferred Compensation Plan. Such deferred amounts accrue interest at the rate of 8.5% per annum compounded daily until paid in full.

(10)	Mr. Hall elected to defer $570,180 and $731,371 of his of his 2017 and 2019 annual performance bonus awards, respectively, pursuant to our Deferred Compensation Plan at the time such awards were paid in 2018 and 2020, respectively. Such deferred amounts, accrue interest at the rate of 8.5% per annum compounded daily until paid in full.

(11)	Mr. Rodriguez became our Chief Technology Officer in July 2018 and, accordingly, compensation information is only for 2019 and part of 2018.

(12)	Represents a sign-on bonus paid to Mr. Rodriguez at the time he signed his employment agreement with our company in June 2018.

(13)	Compensation information has been included for 2019 only because Mr. Salvato was not a named executive officer in 2018 and 2017. Mr. Salvato received all or a portion of his salary, perquisites and employee benefits in British pounds, which have been converted for this presentation to U.S. dollars based upon the average exchange rate in effect during 2019 (0.7835).

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(1)

Pursuant to the shareholding incentive plan of the 2019 Annual Bonus Program, our NEOs could elect to receive up to 100% of their annual bonus in ordinary shares of Liberty Global in lieu of cash. An NEO who elected to receive shares in respect to their annual bonus also received RSUs equal to 12.5% of the gross number of shares earned under the 2019 Annual Bonus Program as more fully described in —Elements of Our Compensation Packages—Annual Performance Bonus Awards above. The RSUs will vest on March 1, 2021, provided the NEO holds all of the shares issued in respect to the 2019 Annual Bonus Program through that period.

(2)	With respect to all NEOs, consists of a grant of RSUs on March 15, 2019 in connection with 12.5% of the gross number of shares earned under the 2018 Annual Bonus Program. As all NEOs held their 2018 Annual Bonus Program shares, these awards fully vested on March 1, 2020.

(3)	One-time grant made under the CEO’s renewed employment agreement in 2019. Pursuant to the renewed employment agreement, 670,000 shares vested on May 15, 2019, and the remaining shares will vest in two additional annual installments through May 15, 2021, subject to performance.

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(1)	Vests in 2 equal remaining quarterly installments from February 1, 2020 to May 1, 2020.

(2)	Vests in 6 equal remaining quarterly installments from February 1, 2020 to May 1, 2021.

(3)	Vests in 10 equal remaining quarterly installments from February 1, 2020 to May 1, 2022.

(4)	Vested with respect to 12.5% of the shares on November 1, 2019, and the remaining shares in 14 equal quarterly installments commencing February 1, 2020.

(5)	Vests in one remaining annual installment on March 1, 2020.

(6)

Represents the number of Liberty Global Class A and Liberty Global Class C shares underlying 2018 PSUs that were actually earned by each of our NEO s as determined by the compensation committee in February 2020. These awards were then converted to time-vested RSUs vesting in two equal installments on April 1, 2020 and October 1, 2020, respectively. See —Elements of Our Compensation Packages—Equity Incentive Awards—Decisions for 2018 PSUs above.

(7)

Represents the number of Liberty Global Class A shares and Liberty Global Class C shares (a) underlying 2019 PSUs that may be earned by each of our NEOs and (b) the unvested portion of the 2019 Challenge Grant that may be earned by each of our NEOs. If earned, the 2019 PSUs will vest in two equal installments on April 1, 2020 and October 1, 2020, respectively, and the 2019 Challenge Grant will vest in full on March 7, 2022.

(8)	One-time grant made under the CEO’s renewed employment agreement in 2019. Pursuant to the renewed employment agreement, 670,000 shares vested on May 15, 2019, and the remaining shares will vest in two additional annual installments through May 15, 2021, subject to performance.

(9)	Vested in full on March 1, 2020.

(10)	Vested with respect to 12.5% on February 1, 2019 and thereafter vests in 14 equal quarterly installments from May 1, 2019 to August 1, 2022.

(1)	Value reflects the aggregate amount of awards for the applicable class of shares exercised in 2019 .

(2)	Value reflects the aggregate amount of awards for the applicable class of shares that vested in 2019 .

(3)

Consists of Liberty Global Class A shares and Liberty Global Class C shares subject to SARs, which were exercised automatically upon expiration of their term. The actual number of shares issued to Mr. Fries upon exercise of these SARs, after taking into account the spread between the base price and the closing market price and giving effect to the withholding of shares for taxes was 6,418 Liberty Global Class A shares and 19,504 Liberty Global Class C shares.

(4)	Consists of Liberty Global Class A shares and Liberty Global Class C shares subject to SARs, which were exercised automatically upon expiration of their term. The actual number of shares issued to Mr. Bracken upon exercise of these SARs, after taking into account the spread between the base price

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(5)

Consists of Liberty Global Class A shares and Liberty Global Class C shares subject to SARs, which were exercised automatically upon expiration of their term. The actual number of shares issued to Mr. Hall upon exercise of these SARs, after taking into account the spread between the base price and the closing market price and giving effect to the withholding of shares for taxes was 3,744 Liberty Global Class A shares and 8,577 Liberty Global Class C shares.

(1)	Of these amounts, the following were reported in the Summary Compensation Table as above-market earnings that were credited to the NEO ’s account during 2019 :

(2)	Includes salary of $799,500 contributed in 2019.

(3)	Includes salary contributed as follows: $780,563 in 2017, $784,500 in 2018 and $799,500 in 2019. Also, includes annual performance bonus award $1,450,800 contributed in 2017 and $570,180 contributed in 2018.

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•

The amounts in the tables for unvested SAR s that vest on an accelerated basis or continue to vest are based on the spread between the base price of the award and the applicable closing market price on December 31, 2019 . Restricted shares or RSUs and PSU s that would vest on an accelerated basis or continue to vest are valued using the applicable closing market price on December 31, 2019 . On December 31, 2019 , the closing market price for each class of our ordinary shares was as follows:

▪	Liberty Global Class A $22.74

▪	Liberty Global Class B $22.74

▪	Liberty Global Class C $21.80

•	The amounts for Messrs. Bracken and Salvato assume they receive a lump sum payment in cash of salary and benefits instead of six months’ notice of termination under their employment agreements. Also, to the extent compensation to these executive officers is paid in British pounds, it has been converted to U.S. dollars based upon the average exchange rate in effect during 2019 .

•

Under the 2018 PSUs, the effect of termination of employment or a change-in-control varies depending on whether it occurs during the performance period or during the service period. Because no termination of employment or change-in-control occurred on December 31, 2019 , the last day of the performance period, the information in the tables assumes that the event triggering potential accelerated vesting of the 2018 PSUs occurred during the service period and the benefits were calculated based on the participant’s earned 2018 PSUs, which were converted to time-vested RSUs.

•	Under the Fries Agreement , if a termination of employment occurs without cause or by Mr. Fries for good reason, he will also receive an amount equal to the Applicable Percentage and the value of the Ungranted Appreciation Awards . For purposes of the tables, these amounts are based on the following:

▪	beginning in 2021, the target annual grant value increases by $1.5 million each year from the 2020 target annual compensation for Mr. Fries;

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▪	two-thirds of such target annual grant value are treated as PSU s (with the value for 2018 and 2019 combined into a single grant of 2018 PSUs); and

▪	one-third of such target annual grant value is treated as if the spread between the closing market prices of the underlying shares over the grant date value of the Ungranted Appreciation Awards over the vesting period equaled one-third of such target annual grant value.

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(1)	Based on the closing prices of our ordinary shares on December 31, 2019 , none of the SAR awards that would have accelerated on such date was in the money.

(2)	Although the earned 2018 PSUs are deemed vested, they are not payable until the originally scheduled vesting dates under the grant agreements.

(3)	For Mr. Fries, assumes he earned 100% of his target 2019 PSUs, although not payable until after the performance period.

(4)	For Mr. Fries, represents the estimated cost to maintain health benefits for him and/or his dependents during the 36-month period following his termination.

(5)	For Mr. Bracken and Mr. Salvato, represents the estimated cost to maintain their employee benefits during their six-month notice period.

(6)	For Mr. Rodriguez, represents the estimated cost to maintain health benefits for him and his dependents during the 12 months following his termination date, except no such cost shall be incurred in the case of death.

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(7)	Although the RSU Award is deemed vested, they are not payable until the originally scheduled vesting date under the grant agreement.

1.	A person or entity, subject to specified exceptions, acquires beneficial ownership of at least 20% of the combined voting power of our outstanding securities ordinarily having the right to vote in the election of directors in a transaction that has not been approved by our board of directors. We refer to this change-in-control event as an “Unapproved Control Purchase”.

2.	During any two-year period, persons comprising the board of directors at the beginning of the period cease to be a majority of the board, unless the new directors were nominated or appointed by two-thirds of the continuing original directors. We refer to this change-in-control event as a “Board Change”.

3.

Our board of directors approves certain transactions such as (a) a merger, consolidation or binding share exchange that results in the shareholders of our company prior to the transaction owning less than a majority of the combined voting power of our capital stock after the transaction or in which our ordinary shares are converted into cash, securities or other property, subject to certain exceptions, (b) a plan of liquidation of our company, or (c) a sale of substantially all the assets of our company. We refer to this change-in-control event as a “Reorganization”.

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(1)	Based on the closing prices of our ordinary shares on December 31, 2019 , none of the SAR awards that would have accelerated on such date was in the money.

(2)	Although the earned 2018 PSUs are deemed to be vested, they are not payable until vesting dates under the grant agreements.

(3)	Although the target 2019 PSUs are deemed earned, they remain subject to the service and vesting requirements of the grant agreements.

(4)	For Mr. Fries, represents the estimated cost to maintain health benefits for him and/or his dependents during the 36-month period following his termination.

(5)	For Messrs. Bracken and Salvato, represents the estimated cost to maintain their employee benefits during their six-month notice period.

(6)	For Mr. Rodriguez, represents the estimated cost to maintain health benefits for him and/or his dependents during the 12-month period following his termination.

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(1)	Mr. Fries, our CEO and president, is not included in this table because he is a named executive officer and does not receive any additional compensation as a director. For information on Mr. Fries’ compensation, please see —Summary Compensation above.

(2)	The dollar amounts in the table reflect the grant date fair value of the option awards related to Liberty Global Class A shares and Liberty Global Class C shares at the time of grant in accordance with FASB ASC 718 .

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(3)	At December 31, 2019 , our current directors had the following awards outstanding:

(4)

The dollar amounts shown in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column reflect the above-market value of accrued interest, which is the portion of the accrued interest equal to the amount that exceeds 120% of the applicable federal long-term rate (with compounding) at the time the rate was set, on compensation previously deferred by such director under our Director Deferred Compensation Plan.

(5)	Mr. Malone serves without cash compensation. On April 1, 2019, our compensation committee granted Mr. Malone option awards for his services as chairman of the board, which options vest in three equal annual installments, commencing May 1, 2020.

(6)	Includes reimbursement for personal expenses related to the ownership of our shares and his service as our chairman ($750,000), gifts from us valued at approximately $400 and the related tax gross-up ($54) plus sundry expenses related to his spouse’s attendance at the December 2019 board meeting ($204).

(7)	Represents the amount paid as a tax gross-up on gifts from us valued at approximately $700.

(8)	Represents the dollar amount of fees paid in our Liberty Global Class A shares and Liberty Global Class C shares at the election of the director.

(9)	Such amount includes health insurance premiums for the benefit of such director and her partner, a contribution to a non-profit organization made by Liberty Global at the request of Ms. Curtis ($30,000) and gifts from us valued at approximately $500, plus related tax gross-up ($66)

(10)	Amount includes $102 of Mr. Gould’s fees and $74 of Mr. Wargo’s fees, respectively, the payment of which each such director elected to defer pursuant to the Director Deferred Compensation Plan. Such deferred amounts accrue interest at the rate of 8.5% per annum, compounded daily until paid in full.

(11)	Such amount includes the value of 1,928 Liberty Global Class A shares and 3,856 Liberty Global Class C shares, the issuance of which Mr. Gould elected to defer pursuant to the Director Deferred Compensation Plan.

(12)	Amount includes $114,750 of Mr. Rapley’s fees, the payment of which he elected to defer pursuant to the Director Deferred Compensation Plan. Such deferred amount accrues interest at the rate of 8.5% per annum compounded daily until paid in full to him.

(13)	Includes the cost attributable to personal use of our aircraft, gifts from us valued at approximately $600, plus related tax gross-up ($103).

(14)	Such amount includes the value of 1,461 Liberty Global Class A shares and 2,921 Liberty Global Class C shares, the issuance of which Mr. Wargo elected to defer pursuant to the Director Deferred Compensation Plan.

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5.	To 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 this proxy statement (in accordance with requirements applicable to U.K. companies).

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6.	To 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 U.K. companies) to be effective as of the date of the 2020 AGM.

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7.	To 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 SEC, under the heading “Executive Officers and Directors Compensation”.

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8.	To 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 SEC ’s compensation disclosure rules will be held.

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

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

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(1)

Audit fees include fees for the audit and quarterly reviews of our 2019 and 2018 consolidated financial statements, audit of internal controls over financial reporting, statutory audits, audits required by covenants and fees billed in the respective periods for professional consultations with respect to accounting issues, offering memoranda, registration statement filings and issuance of consents.

(2)	Audit related fees for 2019 and 2018 include fees for audit services performed in connection with the application of SEC rules and regulations and other assurance and attestation services not required by statute or regulation.

(3)	All other services for 2018 include fees billed for services related to the evaluation of the network security and operation of our networks.

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audit services as specified in the policy, including (a) financial statement audits for us required by statute or regulatory authority, excluding the audit of our annual financial statements, (b) financial statement audits of our subsidiaries required by statute or regulatory authority, (c) services associated with registration statements, periodic reports and other documents filed with the SEC , such as consents, comfort letters and responses to comment letters, (d) attestations required by statute or regulatory authority and (e) consultations with management as to the accounting or disclosure treatment of transactions or events and the actual or potential impact of final or proposed rules of applicable regulatory and standard setting bodies (when such consultations are considered “audit services” under the SEC rules promulgated pursuant to the Exchange Act );

•

audit-related services as specified in the policy, including (a) due diligence services relating to potential business acquisitions and dispositions, (b) financial statement audits of employee benefit plans, (c) consultations with management with respect to the accounting or disclosure treatment of transactions or events and the actual or potential impact of final or proposed rules of applicable regulatory and standard setting bodies (when such consultations are considered “audit-related services” and not “audit services” under the SEC rules promulgated pursuant to the Exchange Act ), (d) attestation services not required by statute or regulation, (e) closing balance sheet audits pertaining to dispositions, (f) assistance with implementation of the requirements of SEC , International Accounting Standards Board or Public Company Accounting Oversight Board rules or listing standards promulgated pursuant to the Sarbanes-

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tax services as specified in the policy, including (a) planning, advice and compliance services in connection with the preparation and filing of U.S. federal, state, local or international taxes, (b) review or preparation of U.S. federal, state, local and international income, franchise and other tax returns, (c) assistance with tax audits and appeals before the IRS or similar local and foreign agencies, (d) tax advice regarding statutory, regulatory or administrative developments, (e) expatriate tax assistance and compliance, (f) mergers and acquisitions tax due diligence assistance and (g) tax advice and assistance regarding structuring of mergers and acquisitions; and

•	non-audit services as specified in the policy, currently limited to assistance with environmental and sustainability reporting.

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12.

To empower Liberty Global's board of directors generally, in accordance with section 570 of the Companies Act , to allot equity securities (as defined in section 560 of the Companies Act ) for cash pursuant to the authority conferred under section 551 of the Companies Act by resolution 10 passed at the Annual General Meeting of Liberty Global held on June 11, 2019, as if section 561(1) of the Companies Act did not apply to the allotment, provided that:

a.	this power is limited to the allotment of equity securities up to an aggregate nominal amount of 5% of aggregate nominal value of issued share capital; and

b.

unless previously renewed, varied or revoked by Liberty Global, this power will expire on the date which is one year from the date of this resolution or at the end of the first annual general meeting of Liberty Global following the date of this resolution, whichever is the sooner, save that Liberty Global's board of directors may make offers or enter into agreements which would or might require equity securities to be allotted after its expiry and the directors may allot equity securities pursuant to such an offer or agreement as if this power had not expired.

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13.

To generally and unconditionally authorize Liberty Global and its subsidiaries (at any time during the period for which this resolution is effective) 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 (in aggregate for all such companies taken together) under section 366 of the Companies Act .

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14.

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

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(1)

This table includes (i) SARs and PSARs with respect to 17,761,064 and 4,071,616 Liberty Global Class A shares, respectively, and 39,057,614 and 8,143,232 Liberty Global Class C ordinary shares, respectively. Upon exercise, the appreciation of a SAR, which is the difference between the base price of the SAR and the then-market value of the respective underlying class of ordinary shares or in certain cases, if lower, a specified price, may be paid in shares of the applicable class of ordinary shares. Based upon the respective market prices of Liberty Global Class A and Class C ordinary shares at December 31, 2019, all of our outstanding SARs were out-of-the-money as of such date. For further information, see note 15 to our consolidated financial statements in our 2019 Form 10-K.

(2)	In addition to the option, SAR and PSAR information included in this table, there are outstanding RSU and PSU awards under the various incentive plans with respect to an aggregate of 3,962,826, 1,378,786 and 7,919,961, Liberty Global Class A, Liberty Global Class B and Liberty Global Class C ordinary shares, respectively.

(3)

The Liberty Global 2014 Incentive Plan permits grants of, or with respect to, Liberty Global Class A, Class B, or Class C ordinary shares subject to a single aggregate limit of 155 million shares (of which no more than 50.25 million shares may consist of Class B shares), subject to anti-dilution adjustments. As of December 31, 2019, an aggregate of 71,262,640 ordinary shares were available for issuance pursuant to the incentive plan. For further information, see note 15 to our consolidated financial statements in our 2019 Form 10-K.

(4)	The Liberty Global 2014 Nonemployee Director Incentive Plan permits grants of, or with respect to, Liberty Global Class A, Class B, or Class C ordinary shares subject to a single aggregate limit of 10.5 million shares, subject to anti-dilution adjustments. As of

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

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(i)

Our CEO has an annual bonus target of $15 million in accordance with our annual bonus plan in respect of 2019 performance. In recognition of our company’s performance in 2019 and pursuant to the terms of the annual bonus plan, the compensation committee determined that Mr. Fries overperformed on his individual objectives, but at Mr. Fries’ direction, the committee was asked to allocate a portion of his additional earned bonus amount to other executives in the executive leadership team. Accordingly, the compensation committee paid the bonus award at 101.8% to Mr. Fries on March 13, 2020 under the bonus plan.

(ii)

We granted PSUs and SARs to our CEO in our regular 2019 annual long-term incentive plan available to other executives using a target value of $25 million as provided by the terms of his employment agreement. This is described in —Directors’ Compensation Policy . The PSUs are subject to vesting and performance conditions over the years 2019-2021 and the SARs are subject to vesting conditions. With respect to our multi-year incentive awards of 2018 PSUs under the 2018 long-term incentive plan available for other executives, the compensation committee determined that our company exceeded the threshold for the two-year performance period ended December 31, 2019. This resulted in our CEO earning 106.1% of his target 2018 PSUs subject to continued employment to the vesting dates.

(iii)	We granted PRSUs and PSARs to our CEO in our Challenge Performance Award made available to other executives with a target equity value of $22.5 million. These awards vest in a single tranche in March of 2022 and are subject to performance conditions.

(iv)

On April 30, 2019, as previously disclosed, we renewed our CEO’s employment agreement which expired on that date for an additional 5 year term. The renewed agreement (the Fries Agreement) is described in detail elsewhere in this Proxy Statement; it is on substantially similar terms as the initial five year agreement. The original agreement and the renewal of the agreement are consistent with our director compensation policy as most recently approved by shareholders at our AGM in 2017. In connection with the renewal, Mr. Fries’ salary was increased to $2.5 million, he received a new $5 million sign-on commitment bonus and a new sign-on commitment award of 2 million Class B ordinary shares, subject to vesting in three installments, with the first two being 670,000 shares each and the final installment being 660,000 shares. The first installment vested during 2019. The remaining installments vest in May 15, 2021 and 2022, subject to performance conditions. In addition, pursuant to our shareholding incentive program, Mr. Fries elected to receive payment of his 2018 annual bonus in Class B ordinary shares, which were granted in 2019; he then held those shares for the requisite 12 month period, resulting in an issuance of 48,786 RSUs in Class B ordinary shares with a grant date fair value of $1,269,900, representing 12.5% of the gross number of ordinary shares earned under the 2018 annual bonus program.

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•	incorporation of the decisions made in 2019, previously disclosed, as summarized above in -- Main Decisions in 2019 ;

•	refinements to the policy have been made to take into account future tax or other law changes or market conditions due changing tax law in the jurisdictions we operate;

•	refinements to the policy have been made to take into account potential benefits associated with our multi-national business and international locations, such as travel and relocation benefits if appropriate due to a need to retain and or attract directors on an increasingly global basis; and

•

The compensation committee elected to use RSUs rather than PSUs in the 2020 annual program to reflect a number of strategic and macro factors. At the same time, the compensation committee extended the vesting period for the RSUs from two years to three years to promote employee retention. In future years, the compensation committee may return to company-wide financial and operational targets for use in the compensation planning.

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(1)

For time-vested awards, no performance measures apply and these awards are only subject to continued service on the board. The multi-year vesting period (currently three years, except for RSUs which is one year) without performance measures is believed to be appropriate in order to have our non-executive directors retain a long-term interest in our company and because the value of the awards will move with our share prices, which is in line with our shareholders’ interests.

(2)

Please see footnote 1 to our executive director compensation section of the policy table below regarding the board retaining discretion with respect to our non-executive directors’ compensation. As provided in such footnote 1, we are retaining discretion over our non-executive directors’ compensation in the event modifications are necessary to retain current, or appoint new, non-executive directors.

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(1)

In accordance with the Companies Act , the compensation committee (with respect to our executive directors) and the board (with respect to our non-executive directors) retain discretion in the operation and administration of the compensation payable to our directors, including the award or vesting of any annual bonus, grant of multi-year equity awards and deferral of compensation. Any discretion with respect to annual bonuses or equity awards (whether outstanding or to be granted) will be operated in accordance with the terms of their respective plans and agreements and subject to any limitations provided in the listing rules applicable to our company. With respect to our incentive plans, our performance-based equity awards, our annual cash performance awards and deferred compensation plans, matters subject to discretion include, among other things:

•	Selection of participants;

•	Type of awards (e.g. options, SARs, PSUs RSUs and restricted shares and class of shares awarded);

•	Selection of performance metrics (whether financial, non-financial or individual);

•	Allocation of weightings between selected performance metrics and types of awards;

•	Timing and size of awards, including whether to provide for target, minimum or maximum amounts;

•	Treatment of new, terminated or retiring directors;

•	Length of performance and service periods and vesting schedules;

•	Treatment of awards on a change in control;

•	Interest rates;

•	Interpretation or construction of plan and agreement provisions;

•	Establishment, amendment and rescission of such rules and regulations as it deems necessary or advisable;

•	Exercise price or base price;

•	Termination, suspension, discontinuation, extension, modification or amendment of any plan or agreement;

•	Level of achievement against stated performance metrics (i.e., earned percentage); and

•	Forfeiture and recoupment policy.

(2)	For time-vested awards, no performance measures apply as the awards are only subject to continued service as an executive director. The multi-year vesting period for 2020 (currently three years) for these awards is currently believed to be appropriate

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•

For fixed compensation, the full amount of salary and estimated cost of benefits, and the value of time-vested RSUs has been included - no discount has been applied for the fact that an election is available to defer such compensation under our company’s deferred compensation plan or shareholding incentive program. Additionally, the chart reflects our executive director’s decision to decrease his salary for 2020 by $1 million in order to support the Liberty Global Response Fund.

•

Fixed compensation also considers the intrinsic value of SARs vesting in 2020.  The intrinsic value for all SARs vesting in 2020 is calculated based on the spread between the base price of the applicable SAR and the closing market prices of our shares on March 31, 2020, as reported by NASDAQ. The value of these awards as of March 31, 2020 is zero for all scenarios, including the maximum scenario which considers a 50% appreciation in the share price, as the base price of the applicable SARs are all above the market prices of the shares.

•	Equity Incentive Awards consist of the following:

▪

The CEO Performance Grant Award granted to our executive director pursuant to the Fries Agreement consists of 2 million awards comprised of 670,000 Restricted Shares and 1,330,000 PSUs. The 670,000 Restricted Shares were granted on May 15, 2019 and restrictions were released on December 31, 2019. 670,000 of the total PSUs will vest on May 15, 2020, subject to satisfying individual performance criteria, and are shown in the target and maximum scenarios in the chart above. A zero payout would result if minimum performance is not met and the target and maximum scenarios for these awards are the same as there is no over-performance available for these awards. The remaining 660,000 PSUs will vest on May 15, 2021, subject to satisfying individual performance criteria.

▪

The PSUs granted to our executive director in 2018 have a two-year performance period ending December 31, 2019 and vest in equal tranches on April 1, 2020 and October 1, 2020. For the illustrative purposes of the chart, the target scenario assumes a 100% payout and the maximum scenario represents the max payout of 150% available under the plan. The actual payout was 106.1% and was approved by the compensation committee on February 19, 2020.

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▪	The value of all equity incentive awards are shown at the closing market prices of our shares on March 31, 2020, as reported by NASDAQ. The maximum with 50% share price appreciation scenario assumes a 50% increase to the closing market prices of our shares on March 31, 2020.

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(1)	Taxable benefits provided to our executive director include the following:

(a)	Calculated at the rate of 9% in effect at the time of election as this compensation was deferred prior to December 31, 2016. In 2017 the compensation committee reduced the rate to 8.5% for elections made to defer after December 31, 2016.

(b)	These expenses include entertainment costs for his spouse joining for board meetings.

(c)	For 2019 includes pursuant to the terms of the employment agreement with Mr. Fries, payment made on behalf of Mr. Fries for professional fees incurred by him related to his employment agreement of $188,294 and the tax gross-up of $1,944 on payment made on behalf of Mr. Fries for professional fees related to tax preparation filings.

(a)	These expenses include travel and entertainment costs for spouses or guests joining members of our board for board meetings.

(b)	These expenses include reimbursement for personal expenses related to the ownership of our shares and his services as chairman.

(2)

The amount reflects the value of the annual performance bonus awards earned by Mr. Fries. For information regarding the operation of our annual performance bonus awards, including the performance metrics and maximum achievable performance bonus awards, see the section of the CD&A titled Elements of Compensation Packages—Annual Performance Bonus Awards . Our non-executive directors do not receive annual performance bonus awards.

(3)

The amount reflects the value of PSU s with a performance period that ended in the year indicated based on the actual number of PSU s earned and the closing price of the shares as reported by NASDAQ on December 31 of such year. The PSU s generally vest in the year following the end of the performance period as long as the executive director is employed by our company on the vesting date. Due to share depreciation the amount above related to the PSUs does not include any amount attributable to the share price appreciation from when the award was granted to December 31, 2019. With respect to our multi-year incentive awards of 2018 PSUs under the 2018 long-

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(4)

The amounts represent the intrinsic value for all SAR s (i.e., the spread between the base price of the applicable SAR and the market price of the underlying shares on the respective vesting dates) or options that vested during the years indicated as calculated based on the closing prices of our shares on the applicable vesting dates, as reported by NASDAQ . For our executive director, the amounts consist of the value of shares received by our executive director upon vesting of RSUs during the year indicated and the aggregate value for SARs that vested quarterly during the applicable year, added together. For our non-executive directors, the amounts consist of the value of shares received by such director upon the vesting of RSUs during the years indicated and the value of options that vested annually during the applicable year, added together. The RSU and SAR awards for our executive director and the RSU and option awards for our non-executive directors are not subject to performance measures but are time-vested only. We believe time-vested awards are appropriate in order to have our directors retain a long-term interest in our company. The value of the awards will move with our share prices, which provides incentive to deliver on our long-term strategic objectives and is in line with our shareholders’ interests.

(5)	We do not provide a pension or other defined benefit plan for our directors.

(6)	Includes the dollar value of fees paid in our Liberty Global Class A shares and Liberty Global Class C shares at the election of the director.

(7)	The following table indicates the amount of fees included in the table that the directors listed have elected to defer in the years indicated pursuant to the Director Deferred Compensation Plan. Such deferred amounts accrue interest at the rate of 8.5% per annum, compounded daily, until paid in full.

(9)	Represents a commitment sign-on bonus paid to Mr. Fries at the time he renewed his employment agreement with our company in April 2019.

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(1)

The terms of the PRSUs and PSUs awarded to our executive director are summarized in the CD&A under Elements of Compensation Packages—Equity Incentive Awards in the proxy statement. Generally, the compensation committee sets the performance targets corresponding to a selected performance measure. The level of achievement of the performance target within a range established by the compensation committee determines the percentage of the PSU award earned during the performance period, subject to reduction or forfeiture based on individual performance.

(2)

For the PRSUS granted on 3/07/2019, based on achievement of the performance measures, the number of ordinary shares that may be earned would range from no ordinary shares to 146,084 Liberty Global Class A shares and 292,168 Liberty Global Class C shares. If earned, the 2019 PRSUs will vest on March 7, 2022. Details for the performance measures and targets granted on 4/01/2019 are set forth in the CD&A of the proxy statement. Based on the performance measures and targets achieved, the number of ordinary shares that may be earned would range from no ordinary shares to 331,371 Liberty Global Class A shares and 662,742 Liberty Global Class C shares. If earned, the 2019 PSUs will vest in two equal installments on April 1, 2021 and October 1, 2021.

(3)

For purposes of this table, the PRSUs and PSUs have been valued using the closing per share prices on the date of grant: Liberty Global Class A shares of $25.97 and $24.90, respectively and Liberty Global Class C shares of $25.22 and $24.15, respectively. The U.K. regulations applying to shares and share options require disclosure of the “face value” of such awards based on the maximum number of shares that would vest if all performance measures and targets are met multiplied by either the share price on the date of grant or an average share price.

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(1)	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.

(2)

Represents the target number of Liberty Global Class A shares and Liberty Global Class C shares underlying (i) the 2019 PSUs and (ii) the PRSUs under the 2019 Challenge Performance Awards that may be earned by the executive director. If earned, (i) the 2019 PSUs will vest in two equal installments on April 1, 2021 and October 1, 2021, respectively, and (ii) the PRSUs will vest in full on March 7, 2022, subject to satisfying individual performance criteria over each of the years 2019, 2020 and 2021.

(3)	Vests in one remaining quarterly installment on May 1, 2020.

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(4)	Vests in five equal remaining quarterly installments from May 1, 2020 to May 1, 2021.

(5)	Vests in nine equal remaining quarterly installments from May 1, 2020 to May 1, 2022.

(6)	Vests in full on March 7, 2022.

(7)	Vests in 13 equal remaining quarterly installments from May 1, 2020 to May 1, 2023.

(8)	Vests in three equal annual installments on each of May 1, 2021, May 1, 2022 and May 1, 2023.

(9)	Represents the number of Liberty Global Class B shares underlying the PSU grants included in the CEO Performance Grant Award made under the CEO’s renewed employment agreement in 2019. Pursuant to the renewed employment agreement, subject to satisfying individual performance criteria, 670,000 shares will vest on May 15, 2020, and the remaining 660,000 shares will vest on May 15, 2021.

(10)	Vests in one remaining annual installment on June 21, 2020.

(11)	Vests in two equal remaining annual installments on June 12, 2020 and June 12, 2021.

(12)	Vests in three equal remaining annual installments on June 11, 2020, and June 11, 2021 and June 11, 2022.

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

(14)

Includes 124,808 Liberty Global Class A shares and 756,405 Liberty Global Class C shares held by Mr. Malone’s spouse, as to which shares Mr. Malone has disclaimed beneficial ownership. Also includes 8,677,225 Liberty Global Class B shares and 6,757,225 Liberty Global Class C shares held by the Malone Trust and includes 2,140,050 Liberty Global Class A shares and 4,736,253 Liberty Global Class C shares held by Columbus Holding LLC, in which Mr. Malone has a controlling interest.

(15)	Vests in one remaining annual installment on May 1, 2020.

(16)	Vests in two equal remaining annual installments on May 1, 2020 and 2021.

(17)	Vests in three equal remaining annual installments on April 1, 2020, April 1, 2021 and April 1, 2022.

(18)

Based on the Schedule 13D/A (Amendment No. 7) of Mr. Malone, filed with the SEC on February 18, 2014, pursuant to a letter agreement dated as of February 13, 2014, among Michael T. Fries, our CEO and our executive director, Mr. Malone and the Malone Trust have agreed that, for so long as Mr. Fries is employed as a principal executive officer by us or serving on our board of directors, (a) in the event the Malone Trust or any permitted transferee (as defined in the letter agreement) is not voting the Liberty Global Class B shares 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.

(19)	Includes 32 Liberty Global Class C shares held by Mr. Wargo’s spouse, as to which Mr. Wargo has disclaimed beneficial ownership.

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(1)	Value reflects the aggregate amount realized upon the exercise or vesting of awards of Liberty Global Class A shares or Liberty Global Class C shares in 2019 .

(2)

Consists of Liberty Global Class A shares and Liberty Global Class C shares subject to SARs, which were exercised automatically upon expiration of their term. The actual number of shares issued to Mr. Fries upon exercise of these SARs, after taking into account the spread between the base price and the closing market price and giving effect to the withholding of shares for taxes, was 6,418 Liberty Global Class A shares, and 19,504 Liberty Global Class C shares.

(3)	Includes shares withheld by the company to pay applicable taxes due upon vesting of RSUs in 2019.

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(1)	These numbers have been derived from the numbers in the section — Single Total Figure of Compensation for Directors (Audited) . Additional information prepared in accordance with SEC requirements may be found in the CD&A

(2)

Due to the complexity of our global operations with operations in multiple countries with different currencies, cost of living and work culture, we selected as the comparator group for the above table our corporate employees based in our Denver office. This group of employees is considered appropriate because our executive director is based in Denver, his compensation is based on U.S. customs and standards and most of the employees in our Denver corporate offices participate in an annual performance bonus award program and benefit programs similar to those available to our executive director. To determine the percentage changes for the salary and taxable benefits for our corporate employees, we calculated the average amount of salary and taxable benefits per average employee by dividing the total salary and total taxable benefits by the average number of corporate employees for each fiscal year (without adjustment for leavers and joiners). To determine the percentage change for the annual performance bonus award, we calculated the average award earned per corporate employee by dividing the total performance bonus awards earned by the number of employees that earned such awards for each fiscal year.

(3)	Excluding one-off benefits associated with the renegotiation of the Fries Agreement which has a five year term, taxable benefits increased 4.5%.

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(1)	Includes costs for wages and salaries, share-based compensation, pension and social security and benefits. The amounts for 2019 and 2018 exclude employees who were with the operations sold by our company in 2019.

(2)	Following the completion of the sale of certain operations in 2019, the company effected a self-tender offer. This figure includes direct acquisition costs.

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(a)	Trading data is limited for Liberty Global Class B shares, as these shares are thinly traded.

(1)	Reflects the single figure in respect of Mr. Fries for each of the periods, calculated in accordance with U.K. regulations (as shown in the table “Single Total Figure of Compensation for Directors (Audited)”.

(2)

U.K. regulations require that equity awards are valued using stock prices as of the end of the year in which they were granted and SAR values using the stock price at the time of vesting. Since market prices for our shares move upwards or downwards these values therefore only show the “spot” value based upon those regulations. Actual amounts realized or realizable will vary and can vary substantially. The single total figure of compensation for Mr. Fries consists of the sum of his fees and salary, taxable benefits, annual performance bonus awards, long-term performance awards, SAR/option awards and pension for the relevant year, as the case may be.

(3)

The numbers for the above table for previous years are derived from our proxy statement for each of the respective years. For further information on previous years please refer to those filings. For calendar year 2014, the reported single figure included compensation from Mr. Fries’ employment agreement which was entered into in that year. Under the agreement he received various equity awards which were subject to time vesting and performance conditions over multiple years, but which were shown pursuant to the applicable regulations as if earned in one year, reflecting stock prices on December 31, 2014. Stock prices have since varied.

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