Liberty Latin America Ltd. (Form: DEF 14A, Received: 03/31/2021 17:11:29)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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the Securities Exchange Act of 1934 (Amendment No. )

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LIBERTY LATIN AMERICA LTD.

Clarendon House,

2 Church Street,

Hamilton HM 11, Bermuda

(441) 295-5950 or (303) 925-6000

March 31, 2021

Dear Shareholder:

You are invited to attend the 2021 Annual General Meeting of Shareholders of Liberty Latin America Ltd. to be held at 11:00 a.m. Bermuda time (10:00 a.m. New York City time), on Wednesday, May 12, 2021, via a live audio-only webcast. In light of the COVID-19 pandemic, for the safety of all of our people, including our shareholders, we have determined that the Annual General Meeting will be held in a virtual meeting format only, via the internet, with no physical in-person meeting. To participate in the Annual General Meeting virtually via the internet, please visit www.proxydocs.com/LILA.

In order to attend the Annual General Meeting, you must register in advance at www.proxydocs.com/LILA prior to 5:00 p.m. New York City time on May 10, 2021. Upon completion of your registration, you will receive further instructions via email approximately one hour prior to the start of the meeting, including a unique link that will allow you to access the meeting and to submit questions during the meeting. Shareholders will only be able to attend the Annual General Meeting in person via the live audio-only webcast. At the Annual General Meeting, you will be asked to consider and vote on the proposals described in the accompanying notice of Annual General Meeting and proxy statement, as well as on such other business as may properly come before the meeting.

Your vote is important, regardless of the number of shares you own. Whether or not you plan to attend the 2021 Annual General Meeting of Shareholders, please read the enclosed proxy materials and then promptly vote via the internet or telephone or, by completing, signing and returning by mail the enclosed proxy card. Doing so will not prevent you from later revoking your proxy or changing your vote at the meeting.

Thank you for your continued support and interest in Liberty Latin America Ltd.

Very truly yours,





Michael T. Fries
Executive Chairman
Liberty Latin America Ltd.

The Notice of Internet Availability of Proxy Materials relating to the Annual General Meeting is first being mailed on or about April 1, 2021, and the proxy materials relating to the Annual General Meeting will first be made available on or about the same date.

LIBERTY LATIN AMERICA LTD.

Clarendon House,

2 Church Street,

Hamilton HM 11, Bermuda

(441) 295-5950 or (303) 925-6000

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

to be Held on May 12, 2021

NOTICE IS HEREBY GIVEN of the 2021 Annual General Meeting of Shareholders (the AGM) of Liberty Latin America Ltd. (Liberty Latin America) to be held at 11:00 a.m. Bermuda time (10:00 a.m. New York City time), on Wednesday, May 12, 2021, via a live audio-only webcast. In light of the COVID-19 pandemic, for the safety of all of our people, including our shareholders, we have determined that the Annual General Meeting will be held in a virtual meeting format only, via the internet, with no physical in-person meeting. To participate in the Annual General Meeting virtually via the internet, please visit www.proxydocs.com/LILA. At the Annual General Meeting, our shareholders will consider and vote on the following proposals:

1. A proposal (which we refer to as the director election proposal) to elect Charles H.R. Bracken, Balan Nair and Eric L. Zinterhofer to serve as Class I members of our board of directors until the 2024 Annual General Meeting of Shareholders or their earlier resignation or removal;

2. A proposal (which we refer to as the auditors appointment proposal) to appoint KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021, and to authorize our board of directors, acting by the audit committee, to determine the independent auditors remuneration;

3. A proposal (which we refer to as the say-on-pay proposal) to approve, on an advisory basis, the compensation of our named executive officers as described in this proxy statement under the heading “Executive Officers and Directors Compensation;” and

4. A proposal (which we refer to as the incentive plan proposal) to approve an amendment to the Liberty Latin America 2018 Incentive Plan to increase the number of shares authorized under such plan from 25,000,000 to 75,000,000.

You may also be asked to consider and vote on such other business as may properly come before the AGM.

All shareholders of Liberty Latin America are cordially invited to attend the AGM via the live audio-only webcast. Holders of record of our Class A common shares, par value $0.01 per share, and Class B common shares, par value $0.01 per share, in each case, issued and outstanding as of 6:00 p.m. Bermuda time (5:00 p.m. New York City time), on March 22, 2021, the record date for the AGM, will be entitled to notice of the AGM and to vote at the AGM or any adjournment or postponement thereof. These holders will vote together as a single class on each proposal. A list of shareholders entitled to vote at the AGM will be available during regular business hours at our office at 1550 Wewatta Street, Suite 710, Denver, Colorado 80202, United States, for review by our shareholders for any purpose germane to the AGM, for at least 10 days prior to the AGM. The holders of record of our Class C common shares, par value $0.01 per share, are not entitled to any voting powers, except as required by applicable law, and may not vote on the proposals to be presented at the AGM.

We describe the proposals in more detail in the accompanying proxy statement. We encourage you to read the proxy statement in its entirety before voting.

Our board of directors has unanimously approved each proposal and recommends that you vote “FOR” the election of each director nominee and “FOR” each of the auditors appointment proposal, the say-on-pay proposal, and the incentive plan proposal.

Votes may be cast in person at the AGM via the live audio-only webcast or by proxy prior to the AGM by telephone, via the internet or by mail.

YOUR VOTE IS IMPORTANT. Voting promptly, regardless of the number of shares you own, will aid us in reducing the expense of any further proxy solicitation in connection with the AGM.



By Order of the Board of Directors,


John M. Winter
Senior Vice President, Chief Legal Officer and Secretary

Denver, Colorado

March 31, 2021

WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE AGM, PLEASE VOTE BY PROXY PROMPTLY VIA TELEPHONE OR ELECTRONICALLY VIA THE INTERNET. ALTERNATIVELY, IF YOU RECEIVED A PAPER PROXY CARD, PLEASE COMPLETE, SIGN AND RETURN BY MAIL THE ENCLOSED PAPER PROXY CARD.


TABLE OF CONTENTS
		Page
PROXY STATEMENT		1
	Notice and Access of Proxy Materials	1
	Voting Matters and Board Recommendations	2
QUESTIONS AND ANSWERS ABOUT THE AGM AND VOTING		3
CORPORATE GOVERNANCE		7
	Code of Conduct and Code of Ethics	7
	Director Independence	7
	Board Composition	7
	Board Leadership Structure	7
	Board Role in Risk Oversight	7
EXECUTIVE OFFICERS		8
BOARD AND COMMITTEES OF THE BOARD		9
	Board and Committees of the Board	9
	Shareholder Communication with Directors	13
	Executive Sessions	13
	Involvement in Certain Proceedings	13
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		14
	Security Ownership of Certain Beneficial Owners	14
	Security Ownership of Management	16
	Change in Control	19
	Delinquent Section 16(a) Reports	19
PROPOSAL 1 - THE DIRECTOR ELECTION PROPOSAL		20
	The Board	20
	Vote and Recommendation	20
	Nominees for Election of Directors	24
	Directors Whose Term Expires in 2021	24
	Directors Whose Term Expires in 2022	24
	Directors Whose Term Expires in 2023	25
PROPOSAL 2 - THE AUDITORS APPOINTMENT PROPOSAL		29
	Vote and Recommendation	29
	Audit Fees and All Other Fees	29
	Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor	29
PROPOSAL 3 - THE SAY-ON-PAY PROPOSAL		31
PROPOSAL 4 - THE INCENTIVE PLAN PROPOSAL		32
EXECUTIVE OFFICERS AND DIRECTORS COMPENSATION		29
	Executive Summary	29
	Compensation Discussion and Analysis	30
	Compensation Committee Report	49
	Summary Compensation	50
	Grants of Plan-Based Awards	53
	Outstanding Equity Awards at Fiscal Year-End	49
	Option Exercises and Stock Vested	54
	Employment and Other Agreements	55
	Aircraft Policy	57
	Incentive Plans	57
	Deferred Compensation Plan	58
	Potential Payments upon Termination or Change in Control	59
	Change in Control	63
	CEO Pay Ratio	65
	Director Compensation	66
	2020 Compensation of Directors	68
EQUITY COMPENSATION PLAN INFORMATION		70
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		71
SHAREHOLDER PROPOSALS		71


ADDITIONAL INFORMATION						71
APPENDIX A: Liberty Latin America 2018 Incentive Plan (Amended and Restated effective May 12, 2021)						72

LIBERTY LATIN AMERICA LTD.

a Bermuda exempted company

Clarendon House, 2 Church Street,

Hamilton HM 11, Bermuda

(441) 295-5950 or (303) 925-6000

PROXY STATEMENT FOR THE

2021 ANNUAL GENERAL MEETING OF SHAREHOLDERS

We are furnishing this proxy statement in connection with the board of directors’ solicitation of proxies for use at our 2021 Annual General Meeting of Shareholders (the AGM) to be held at 11:00 a.m. Bermuda time (10:00 a.m. New York City time), via a live audio-only webcast on Wednesday, May 12, 2021, or at any adjournment or postponement of the AGM. At the AGM, we will ask you to consider and vote on the proposals described in the accompanying Notice of Annual General Meeting of Shareholders (the Meeting Notice). We are soliciting proxies from holders of record as of 6:00 p.m. Bermuda time (5:00 p.m. New York City time) on March 22, 2021, of our Class A common shares, par value $0.01 per share (LILA), and Class B common shares, par value $0.01 per share (LILAB). The holders of our Class C common shares, par value $0.01 per share (LILAK, together with LILA and LILAB, our common shares), are not entitled to any voting powers, except as required by applicable law, and may not vote on the proposals to be presented at the AGM. This proxy statement is also being made available to holders of LILAK.

Under Bermuda law, holders of a company’s common shares are referred to as “members,” but for convenience, they are referred to in this proxy statement as “shareholders.” In this proxy statement, the terms “we,” “our,” “our company” and “us” refer, as the context requires, to Liberty Latin America Ltd. (Liberty Latin America) or collectively to Liberty Latin America and its subsidiaries.

On December 29, 2017, the split-off of our company (formerly a wholly-owned subsidiary of Liberty Global plc (Liberty Global)) from Liberty Global was completed (the Split-Off). Following the Split-Off, our assets and liabilities consisted of the businesses, assets and liabilities that were formerly attributed to Liberty Global’s “LiLAC Group,” which consisted largely of Liberty Global’s Latin America and Caribbean businesses (the LiLAC Group) including Cable & Wireless Communications Limited (C&W), VTR.com SpA, a then 60% ownership interest in Liberty Cablevision of Puerto Rico LLC (Liberty Puerto Rico) and related cash and cash equivalents and indebtedness. During 2018, we acquired the remaining 40% interest in Liberty Puerto Rico from Searchlight Capital Partners, as well as an 80% interest in Cabletica S.A., a leading cable operator in Costa Rica, from Televisora de Costa Rica S.A. in an all cash transaction. During 2019, we executed a definitive agreement to acquire AT&T Inc.’s wireless and wireline operations in Puerto Rico and the U.S. Virgin Islands in an all-cash transaction based on an enterprise value of $1.95 billion on a cash- and debt-free basis, subject to certain adjustments, which was completed on October 31, 2020 (the AT&T Acquisition). In 2019, we also sold one of our subsidiaries, Cable & Wireless Seychelles, to a consortium of local investors based upon an enterprise value of approximately $104 million on a cash- and debt-free basis (the Seychelles Disposition). During 2020, we executed a definitive agreement to acquire Telefonica S.A.’s wireless operations in Costa Rica in an all-cash transaction based on an enterprise value of $500 million on a cash- and debt-free basis.

Notice and Access of Proxy Materials

We have elected, in accordance with the Securities and Exchange Commission’s (the SEC) “Notice and Access” rule, to deliver a Notice of Internet Availability of Proxy Materials (the e-proxy notice) to our shareholders and to post our proxy statement and our annual report to our shareholders (collectively, the proxy materials) electronically. The e-proxy notice is first being mailed to our shareholders on or about Apri1 1, 2021. The proxy materials will first be made available to our shareholders on or about the same date.

The e-proxy notice instructs you how to access and review the proxy materials and how to submit your proxy via the internet or by telephone. The e-proxy notice also instructs you how to request and receive a paper copy of the proxy materials, including a proxy card or voting instruction form, at no charge. We will not mail a paper copy of the proxy materials to you unless specifically requested to do so.

Voting Matters and Board Recommendations

The board of directors of Liberty Latin America (the Board) has unanimously approved each proposal and recommends that the holders of shares of LILA and LILAB (together, the voting shares):

1. Vote “FOR” the proposal (which we refer to as the director election proposal) to elect Charles H.R. Bracken, Balan Nair and Eric L. Zinterhofer to serve as Class I members of our board of directors until the 2024 Annual General Meeting of Shareholders or their earlier resignation or removal;

2. Vote “FOR” the proposal (which we refer to as the auditors appointment proposal) to appoint KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021, and to authorize the Board, acting by the audit committee, to determine the independent auditors remuneration;

3. Vote “FOR” the proposal (which we refer to as the say-on-pay proposal) to approve, on an advisory basis, the compensation of our named executive officers as described in this proxy statement under the heading “Executive Officers and Directors Compensation”; and

4. Vote “FOR” the proposal (which we refer to as the incentive plan proposal) to approve an amendment to the Liberty Latin America 2018 Incentive Plan to increase the number of shares authorized under such plan from 25,000,000 to 75,000,000.

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

QUESTIONS AND ANSWERS ABOUT THE AGM AND VOTING

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

When and where is the AGM?

The AGM will be held at 11:00 a.m. Bermuda time (10:00 a.m. New York City time), on May 12, 2021, via a live audio-only webcast. In light of the COVID-19 pandemic, for the safety of all of our people, including our shareholders, we have determined that the Annual General Meeting will be held in a virtual meeting format only, via the internet, with no physical in-person meeting. To participate in the Annual General Meeting virtually via the internet, please visit www.proxydocs.com/LILA.

Who may vote at the AGM and what is the record date for the AGM?

Holders of shares of LILA and LILAB, as recorded in our share register as of 6:00 p.m. Bermuda time (5:00 p.m. New York City time), on March 22, 2021 (such date and time, the record date for the AGM), will be entitled to notice of the AGM and to vote at the AGM or any adjournment or postponement thereof (shareholders of record).

What is the purpose of the AGM?

At the AGM, you will be asked to consider and vote on each of the following:

1. the director election proposal, to elect Charles H.R. Bracken, Balan Nair and Eric L. Zinterhofer to serve as Class I members of our board of directors until the 2024 Annual General Meeting of Shareholders or their earlier resignation or removal;

2. the auditors appointment proposal, to appoint KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021, and to authorize the Board, acting by the audit committee, to determine the independent auditors remuneration;

3. the say-on-pay proposal, to approve, on an advisory basis, the compensation of our named executive officers as described in this proxy statement under the heading “Executive Officers and Directors Compensation”; and

4. the incentive plan proposal, to approve an amendment to the Liberty Latin America 2018 Incentive Plan to increase the number of shares authorized under such plan from 25,000,000 to 75,000,000.

You may also be asked to consider and vote on such other business as may properly come before the AGM, although we are not aware at this time of any other business that might come before the AGM.

What constitutes a quorum at the AGM?

In order to conduct the business of the AGM, a quorum must be present. A majority of the total voting power of the issued and outstanding shares entitled to vote at the AGM must be present or represented by proxy in order to constitute a quorum. For purposes of determining a quorum, your voting shares will be included as represented at the AGM even if you indicate on your proxy that you abstain from voting. If a broker, who is a record holder of voting shares, indicates on a form of proxy that the broker does not have discretionary authority to vote those voting shares on a particular proposal or proposals, or if those shares are voted in circumstances in which proxy authority is defective or has been withheld, those voting shares (broker non-votes) will nevertheless be treated as present for purposes of determining the presence of a quorum. See —What are ‘broker non-votes’ and how are they treated? below.

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

Each director nominee who receives a plurality of the combined voting power of the voting shares present in person via the live audio-only webcast or represented by proxy at the AGM and entitled to vote on the election of directors at the AGM, voting together as a single class, will be elected to office.

Approval of each of the auditors appointment proposal, the say-on-pay proposal and the incentive plan proposal requires the affirmative vote of the holders of a majority of the combined voting power of the issued and outstanding common shares that are present in person via the live audio-only webcast or by proxy at the AGM, and entitled to vote on the subject matter, voting together as a single class.

If the auditors appointment proposal or the say-on-pay proposal fails to receive the required affirmative vote of the majority of those present in person via the live audio-only webcast or proxy at the AGM solely by reason of broker non-votes or abstentions, the Board will nevertheless take note of the positive indication given by the receipt of an affirmative majority of the votes cast and proceed accordingly.

How does the Board recommend that I vote my shares?

The Board has unanimously approved each of the proposals and recommends that you vote “FOR” the election of each director nominee and “FOR” each of the auditors appointment proposal, the say-on-pay proposal, and the incentive plan proposal.

How many votes do shareholders of record have at the AGM?

At the AGM, shareholders of record of LILA will have one vote per share and shareholders of record of LILAB will have 10 votes per share, in each case, that our records show are owned as of the record date. As of the record date, an aggregate of 49,041,669 shares of LILA and 1,932,385 shares of LILAB were outstanding and entitled to vote at the AGM. There were, as of the record date, 10,915 and 25 shareholders of record of LILA and LILAB, respectively (which amounts do not include the number of shareholders whose shares were held of record by banks, brokers or other nominees, but include each such institution as one holder). Shares of LILAK are non-voting, except where otherwise required by applicable law and our Bye-laws.

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

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

What do shareholders of record need to do to vote on the proposals?

Shareholders of record of our voting shares as of the record date may vote in person via the live audio-only webcast at the AGM, or by submitting a proxy vote by telephone, or through the internet prior to the AGM. Alternatively, if they received a paper proxy card, they may give a proxy by completing, signing, dating and returning the proxy card by mail. Instructions for proxy voting by using the telephone or the internet prior to the AGM are printed on the e-proxy notice or proxy card. In order to vote through the internet, holders should have their e-proxy notices or proxy cards available, so they can input the required information from the e-proxy notice or the proxy card, and log onto the internet website address shown on the e-proxy notice or the proxy card. When holders log onto the internet website address, they will receive instructions on how to vote their voting shares. The telephone and internet voting procedures are designed to authenticate votes cast by use of a personal identification number, which will be provided to each voting shareholder separately. Unless subsequently revoked, our voting shares represented by a proxy submitted as described herein and received at or before the AGM will be voted in accordance with the instructions on the proxy.

YOUR VOTE IS IMPORTANT. It is recommended that you vote by proxy even if you plan to attend the AGM via the live audio-only webcast. You may change your vote at the AGM.

If you submit a properly executed proxy, by proxy card or by telephone or through the internet, without indicating any voting instructions as to a proposal enumerated in the Meeting Notice, the shares represented by the proxy, or voted by telephone or through the internet, will be voted “FOR” the election of each director nominee and “FOR” each of the auditors appointment proposal, the say-on-pay proposal, and the incentive plan proposal.

If you submit a proxy indicating that you abstain from voting as to a proposal, it will have no effect on the director election proposal and it will have the same effect as a vote “AGAINST” each of the auditors appointment proposal, the say-on-pay proposal and the incentive plan proposal.

If you do not submit a proxy or you do not vote in person via the live audio-only webcast at the AGM, your voting shares will not be counted as present and entitled to vote for purposes of determining a quorum, and your failure to vote will have no effect on determining whether any of the proposals are approved (if a quorum is present).

What do beneficial owners need to do to vote on the proposals?

If you hold your voting shares in the name of a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or other nominee when voting your voting shares or to grant or revoke a proxy. The rules and regulations of the New York Stock Exchange and The Nasdaq Stock Market LLC (Nasdaq) prohibit brokers, banks and other nominees from voting shares on behalf of their clients with respect to numerous matters, including, in our case, all of the proposals described in this proxy statement other than the auditors appointment proposal. Accordingly, to ensure your voting shares held in street name are voted on these matters, we encourage you to promptly provide specific voting instructions to your broker, bank or other nominee.

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

A broker non-vote occurs when shares held by a broker, bank or other nominee are represented at the AGM, but the nominee has not received voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares on a particular proposal. Broker non-votes are counted as voting shares that are present and entitled to vote for purposes of determining a quorum. Broker non-votes will have no effect on the election of each director nominee but will have the same effect as a vote “AGAINST” each of the auditors appointment proposal, the say-on-pay proposal and the incentive plan proposal because this proposal requires an affirmative vote from a majority of the combined voting power of the issued and outstanding common shares that are present in person via the live audio-only webcast or by proxy at the AGM, and a non-vote is not counted as an affirmative vote.

You should follow the directions your broker, bank or other nominee provides to you regarding how to vote your shares of LILA and LILAB or how to change your vote or revoke your proxy.

How do I vote any of my shares that are held in the Liberty Puerto Rico 401(k) Savings Plan, the Liberty Global 401(k) Savings and Stock Ownership Plan, or the Liberty Latin America 401(k) Savings and Stock Ownership Plan?

If you hold LILA shares through your account in the Liberty Puerto Rico 401(k) Savings Plan, the Liberty Global 401(k) Savings and Stock Ownership Plan, or the Liberty Latin America 401(k) Savings and Stock Ownership Plan, the trustees for the applicable plan are required to vote your LILA shares as you specify. To allow sufficient time for the trustees to vote your LILA shares, your voting instructions must be received by 6:00 p.m. Bermuda time (5:00 p.m. New York City time) on May 5, 2021. To vote such shares, please follow the instructions provided by the trustees for the applicable plan.

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

A properly submitted proxy marked “ABSTAIN,” although counted for purposes of determining whether there is a quorum and for purposes of determining the aggregate voting power and number of voting shares represented and entitled to vote at the AGM, will not be treated as votes cast at the AGM. Abstentions will have no effect on the election of each director nominee but will have the same effect as a vote “AGAINST” each of the auditors appointment proposal, the say-on-pay proposal and the incentive plan proposal because each of these proposals require an affirmative vote from a majority of the combined voting power of the issued and outstanding common shares that are present in person via the live audio-only webcast or by proxy at the AGM, and entitled to vote on the subject matter, voting together as a single class, and an abstention is not counted as an affirmative vote.

Can I change my vote?

Shareholders of record may change their vote any time before the polls close at the AGM, which can be done via the Internet or by telephone, or by delivering a signed proxy revocation or a new signed proxy with a later date to Liberty Latin America Ltd., c/o Secretary 1550 Wewatta Street, Suite 710, Denver, Colorado 80202, United States before the start of the AGM.

Your attendance at the AGM will not, by itself, revoke a prior vote or proxy from you.

If your voting shares are held in an account by a broker, bank or other nominee, you should contact your nominee to change your vote or revoke your proxy.

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

All shareholders of Liberty Latin America may attend the AGM. Please follow the instructions on the meeting website to speak and vote in person via the live audio-only webcast at the AGM. Only shareholders of record (holders of record of our voting shares as of the record date, 6:00 p.m. Bermuda time (5:00 p.m. New York City time), on March 22, 2021) are

entitled to vote at the AGM or any adjournment or postponement thereof. Holders of LILAK shares will not be entitled to vote on any of the proposals.

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

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

A list of shareholders entitled to vote at the AGM will be available during regular business hours at our office at 1550 Wewatta Street, Suite 710, Denver, Colorado 80202, United States, for review by our shareholders for any purpose germane to the AGM, for at least 10 days prior to the AGM.

How is Liberty Latin America soliciting proxies and who will pay the cost of soliciting proxies?

We are soliciting proxies by means of our proxy materials on behalf of the Board. In addition to this mailing, our employees may solicit proxies personally or by telephone. We pay the cost of soliciting these proxies. We also reimburse brokers and other nominees for their expenses in sending the e-proxy notices and, if requested, paper proxy materials to you and getting your voting instructions. We have also retained Innisfree M&A Incorporated to assist in the solicitation of proxies at a cost of $12,500, plus reasonable out of pocket expenses. Brokerage houses, nominees, fiduciaries and other custodians will be requested to forward soliciting material to the beneficial owners of common shares held of record by them and will be reimbursed for their reasonable expenses in connection therewith.

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

Registered shareholders may elect to receive future notices and proxy materials by e-mail. To sign up for electronic delivery, go to www.computershare.com/investor. Shareholders who hold shares through a bank, brokerage firm or other nominee may sign up for electronic delivery when voting by internet at www.proxyvote.com by following the prompts. Also, shareholders who hold shares through a broker, bank or other nominee may sign up for electronic delivery by contacting their nominee. Once you sign up, you will not receive a printed copy of the notices and proxy materials, unless you request them. If you are a registered shareholder, you may suspend electronic delivery of the notices and proxy materials at any time by contacting our transfer agent, Computershare, at (877) 373-6374 (outside the United States +1 (781) 575-3100). Shareholders who hold shares through a bank, brokerage firm or other nominee should contact their nominee to suspend electronic delivery.

What is “householding”?

Some banks, brokers and other nominee record holders may be participating in the practice of “householding” the proxy materials. This means that only one copy each of the proxy materials or e-proxy notice is being sent to multiple shareholders in your household. We will promptly deliver a separate copy of the proxy materials or e-proxy notice to you if you call, email or mail our Investor Relations Department, +1 (303) 925-6000 or ir@lla.com or Liberty Latin America Ltd., Attention: Investor Relations Department, 1550 Wewatta Street, Suite 710, Denver, Colorado 80202, United States. If you prefer to receive separate copies of such documents in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker or other nominee holder, or you may contact us at the above telephone number, email address or mailing address.

When will Liberty Latin America announce the voting results?

We will announce the preliminary voting results at the AGM. We will report the final results in a Current Report on Form 8-K that we will file with the SEC.

What do I do if I have additional questions?

If you have any further questions about voting or attending the AGM, please call Liberty Latin America Investor Relations at +1 (303) 925-6000 or contact Innisfree M&A Incorporated, who is acting as proxy solicitation agent for the AGM, at +1 (888) 750-5834. Banks and brokers may call collect at +1 (212) 750-5833.

CORPORATE GOVERNANCE

Code of Conduct and Code of Ethics

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

Director Independence

It is our policy that a majority of the members of the Board be independent of our management. For a director to be deemed independent, the Board must affirmatively determine that the director has no direct or indirect material relationship with our company other than in his or her capacity as a board member. To assist the Board in determining which of our directors qualify as independent for purposes of Nasdaq rules, as well as applicable rules and regulations adopted by the SEC, the nominating and corporate governance committee of the Board follows Nasdaq’s corporate governance rules on the criteria for director independence.

Board Composition

As described below under Proposal 1—The Director Election Proposal, the Board is comprised of directors with a broad range of backgrounds and skill sets, including in media and telecommunications, technology, venture capital, private equity, law, tax, real estate, finance, auditing, engineering and Latin American and Caribbean businesses. For more information on our policies with respect to board candidates, see Board and Committees of the Board—Committees of the Board—Nominating and Corporate Governance Committee.

Board Leadership Structure

The Board has separated the positions of Executive Chairman and Chief Executive Officer (principal executive officer). Michael T. Fries holds the position of Executive Chairman, leads the Board and board meetings and provides strategic guidance to our Chief Executive Officer. Balan Nair, our President, holds the position of Chief Executive Officer, leads our management team and is responsible for driving the performance of our company. We believe this division of responsibility effectively assists the Board in fulfilling its duties.

Board Role in Risk Oversight

The Board as a whole has responsibility for risk oversight, with reviews of certain areas being conducted by the relevant board committees. Our audit committee oversees management of financial risks, risks relating to potential conflicts of interest, cybersecurity and information security risks, and our overall enterprise risk management program. Our compensation committee oversees the management of risks relating to our compensation arrangements with senior officers. Our nominating and corporate governance committee oversees risks associated with the independence of the Board. These committees then provide reports periodically to the full Board. The oversight responsibility of the Board and its committees is enabled by management reporting processes that are designed to provide visibility to the Board about the identification, assessment and management of critical risks. These areas of focus include strategic, operational, financial and reporting, succession and compensation, legal and compliance, and other risks, including cybersecurity and information security risks. Our management reporting processes include regular reports from our Chief Executive Officer, which are prepared with input from our senior management team, and also include input from our Internal Audit group.

EXECUTIVE OFFICERS

The following lists the executive officers of our company (other than Michael T. Fries and Balan Nair, Executive Chairman and our President and Chief Executive Officer (CEO), respectively, who also serve as directors of our company and who are listed under Proposal 1—The Director Election Proposal), their ages and a description of their business experience, including positions held with our company. On March 8, 2021, we announced that we removed the role of Chief Operating Officer (COO). Betzalel Kenigsztein, formerly Liberty Latin America’s COO, has been appointed as the Executive Director and General Manager of Cable & Wireless Panama. Liberty Latin America also announced on March 8, 2021, that Vivek Khemka, previously Liberty Latin America's Chief Technology and Product Officer (CTPO), will be relocating from Denver, United States to Santiago, Chile to become the General Manager of VTR.



Name			Positions
Christopher Noyes Age: 50			Mr. Noyes has served as the Chief Financial Officer and a Senior Vice President of our company since December 2017. In this capacity, he is responsible for Liberty Latin America’s finance and treasury operations, including commercial finance, tax and financial planning, accounting and external reporting matters, investor relations and strategic oversight for the financial performance of the company and its operations. Mr. Noyes became the Chief Financial Officer for Liberty Global’s Latin America operations in September 2014, which became the LiLAC Group of Liberty Global in July 2015. Prior to this, Mr. Noyes held multiple senior management positions with Liberty Global, including Managing Director, Investor Relations and Business Analysis. Mr. Noyes joined Liberty Global in June 2005 as Vice President, Investor Relations. Prior to joining Liberty Global, Mr. Noyes was an investment banker at Credit Suisse First Boston and Donaldson, Lufkin & Jenrette for over five years collectively.

John M. Winter Age: 48			Mr. Winter has served as the Chief Legal Officer, Secretary and a Senior Vice President of the company since December 2017. In this capacity, he is responsible for oversight of all legal matters affecting Liberty Latin America and risk management within the company, including legal support for corporate governance, financial reporting, litigation, mergers and acquisitions, and commercial contracts, regulatory and general compliance. Prior to December 2017, Mr. Winter was a Managing Director, Legal for Liberty Global where he was responsible for various legal matters, including legal support for financial reporting, mergers and acquisitions, compliance and governance. Mr. Winter joined Liberty Global as a Vice President, Legal in July 2013. Prior to joining Liberty Global, Mr. Winter was with the law firm Baker Botts L.L.P. for more than five years, and most recently as a partner in the corporate department, specializing in public and private acquisitions, financings and financial reporting.

Our executive officers will serve in such capacities until their respective successors have been duly elected and have been qualified, or until their earlier death, resignation, disqualification or removal from office. There is no family relationship between any of our current executive officers or directors, by blood, marriage or adoption.

BOARD AND COMMITTEES OF THE BOARD

Board and Committees of the Board

Membership

Audit

Compensation

Nominating & Corporate Governance

Executive Committee

Charles H.R. Bracken

Miranda Curtis

Chair

Alfonso de Angoitia Noriega

Michael T. Fries

Paul A. Gould

Chair

Balan Nair

Brendan Paddick

Daniel E. Sanchez

Chair

Eric L. Zinterhofer

Board Meetings

During 2020, we had 6 meetings of our full Board, 6 meetings of our audit committee, 7 meetings of our compensation committee, 1 meeting of our nominating and corporate governance committee, and 7 meetings of our executive committee. Each director attended, either in person or telephonically, at least 75% of the total number of meetings of our Board and each committee on which he or she served. Our Board encourages all members to attend each annual general meeting of our shareholders. For our 2020 AGM, all nine of our board members attended virtually, as the AGM was a virtual meeting given the COVID-19 pandemic.

Executive Committee

The Board has established an executive committee, whose members are Michael T. Fries and Balan Nair. Subject to the limitations of Bermuda law, the executive committee may exercise all the powers and authority of the Board in the management of our business and affairs, including, but not limited to, the power and authority to issue any class of our shares.

Compensation Committee

The Board has established a compensation committee, whose chairman is Miranda Curtis and whose other members are Paul A. Gould and Eric L. Zinterhofer. See Corporate Governance—Director Independence above.

The compensation committee reviews and approves corporate goals and objectives relevant to the compensation of our CEO and our other executive officers. The compensation committee may also make recommendations to the Board with respect to our incentive compensation plans and equity based plans, and will administer such plans, with authority to make and modify grants under, and to approve or disapprove participation in, such plans. For a description of our current processes and policies for consideration and determination of executive compensation, including the role of our CEO and outside consultants in determining or recommending amounts and/or forms of compensation, see Executive Officers and Directors Compensation—Compensation Discussion and Analysis.

The Board has adopted a written charter for the compensation committee, which is available on our website at www.lla.com.

Compensation Committee Interlocks and Insider Participation

In 2020, the compensation committee of our Board consisted of Miranda Curtis, Paul A. Gould and Eric L. Zinterhofer during the entirety of the year. No member of our compensation committee is or has been an officer or employee of our company, or has engaged in any related party transaction in which our company was a participant.

Nominating and Corporate Governance Committee

The Board has established a nominating and corporate governance committee, whose chairman is Daniel E. Sanchez and whose other members are Miranda Curtis and Paul A. Gould. See Corporate Governance—Director Independence above.

The nominating and corporate governance committee identifies individuals qualified to become board members consistent with criteria established or approved by the Board from time to time, identifies director nominees for upcoming annual general meetings, develops corporate governance guidelines applicable to our company and oversees the evaluation of the Board and management.

The nominating and corporate governance committee will consider candidates for director recommended by any shareholder, provided that such recommendations are properly submitted. Eligible shareholders wishing to recommend a candidate for nomination as a director should send the recommendation in writing to the Corporate Secretary, Liberty Latin America Ltd., Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. Shareholder recommendations must be made in accordance with our Bye-Laws, as discussed under Shareholder Proposals in this proxy statement, and contain the following information:

• the name and address of the proposing shareholder and the beneficial owner, if any, on whose behalf the nomination is being made, as they appear on our share register, and documentation indicating the class or series and number of our common shares owned beneficially and of record 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 between the proposing shareholder and/or beneficial owner(s), if different, and any other person(s) (including their names) under which the proposing shareholder is making the nomination and any affiliates or associates (as defined in Rule 12b-2 of the Exchange Act) of such proposing shareholder(s) or beneficial owner (each a Proposing Person);

• a statement detailing any relationship, arrangement or understanding that might affect the independence of the candidate as a member of the 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 Person intends (or is part of a group that intends) to deliver any proxy materials or otherwise solicit proxies in support of the director nominee;

• a representation by each Proposing Person who is a holder of record of our common shares as to whether the notice is being given on behalf of the holder of record and/or one or more beneficial owners, the number of shares held by any beneficial owner along with evidence of such beneficial ownership and that such holder of record is entitled to vote at the annual general meeting of shareholders and intends to appear in person or by proxy at the annual general meeting of shareholders at which the person named in such notice is to stand for election;

• a written consent of the candidate to be named in the proxy statement and to serve as a director, if nominated and elected;

• a representation as to whether the Proposing Person has received any financial assistance, funding or other consideration from any other person regarding the nomination (a Shareholder Associated Person) (including the details of such assistance, funding or consideration); and

• a representation as to whether and the extent to which any hedging, derivative or other transaction has been entered into with respect to our company within the last six months by, or is in effect with respect to, the Proposing Person, any person to be nominated by the Proposing Person or any Shareholder Associated Person,

the effect or intent of which transaction is to mitigate loss to or manage risk or benefit of share price changes for, or increase or decrease the voting power of, the Proposing Person, its nominee, or any such Shareholder Associated Person.

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

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

• independence from management;

• his or her unique background, including education, professional experience and relevant skill sets;

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

• judgment, skill, integrity and reputation;

• 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, including whether the potential director nominee would positively impact the composition of the Board by bringing a new perspective or viewpoint to the Board.

The nominating and corporate governance committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. The nominating and corporate governance committee does not have a formal policy with respect to diversity; however, the Board and the nominating and corporate governance committee believe that it is important that our Board members represent diverse viewpoints.

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

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

The members of our nominating and corporate governance committee have determined that Messrs. Bracken, Nair and Zinterhofer, who are nominated for election at the AGM, continue to be qualified to serve as directors of our company and such nominations were approved by the entire Board.

The Board has adopted a written charter for the nominating and corporate governance committee. The charter is available on our website at www.lla.com.

Audit Committee

The Board has established an audit committee, whose chairman is Paul A. Gould and whose other members are Miranda Curtis, Alfonso de Angoitia Noriega, and Brendan Paddick. See Corporate Governance—Director Independence above.

The Board has determined that each member of the audit committee qualifies as an “audit committee financial expert” under applicable SEC rules and regulations. The audit committee reviews and monitors the corporate financial reporting and the internal and external audits of our company. The committee’s functions include, among other things:

• overseeing our management’s processes and activities relating to (i) maintaining the reliability and integrity of our accounting policies, financial reporting practices and financial statements, (ii) the independent auditor’s qualifications and independence, (iii) the performance of our internal audit function and independent auditor and (iv) compliance with applicable laws and stock exchange rules;

• the recommendation to our shareholders of the appointment, retention, termination and compensation of the independent auditor;

• oversight of the work of the independent auditor for the purpose of preparing or issuing an audit report or related work or performing other audit, review or attest services;

• reviewing and preapproving all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed by the independent auditor, subject to a de minimus exception for non-audit services;

• reviewing any matters identified as critical audit matters by the independent auditor; and

• preparing a report for our annual proxy statement.

The Board has adopted a written charter for the audit committee, which is available on our website at www.lla.com.

Audit Committee Report

The audit committee reviews our financial reporting process on behalf of the Board. Management has primary responsibility for establishing and maintaining adequate internal controls, for preparing financial statements and for the public reporting process. Our independent registered public accounting firm, KPMG LLP, is responsible for expressing opinions on the conformity of our audited consolidated financial statements with U.S. generally accepted accounting principles and on the effectiveness of our internal control over financial reporting.

Our audit committee has reviewed and discussed with management and KPMG LLP our most recent audited consolidated financial statements, as well as management’s assessment of the effectiveness of our internal control over financial reporting and KPMG LLP’s evaluation of our internal control over financial reporting. Our audit committee has also discussed with KPMG LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC, including that firm’s judgment about the quality of our accounting principles, as applied in its financial reporting.

KPMG LLP has provided our audit committee with the written disclosures and the letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding KPMG LLP’s communications with the audit committee concerning independence, and the audit committee has discussed with KPMG LLP that firm’s independence from the company and its subsidiaries.

Based on the reviews, discussions and other considerations referred to above, our audit committee recommended to the Board that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2020 (the 2020 Form 10-K), which was filed on March 1, 2021 with the SEC.


			Submitted by the Members of the Audit Committee
			Paul A. Gould (chairman)
			Miranda Curtis
			Brendan Paddick
			Alfonso de Angoitia Noriega

Other

The Board, by resolution, may from time to time establish other committees of the Board, consisting of one or more of our directors. Any committee so established will have the powers delegated to it by resolution of the Board, subject to applicable law.

Shareholder Communication with Directors

Our shareholders may send communications to the Board or to individual directors by mail addressed to the Board or to an individual director c/o Liberty Latin America Ltd., 1550 Wewatta Street, Suite 710, Denver, Colorado 80202, United States. All such communications from our shareholders will be forwarded to our directors on a timely basis.

Executive Sessions

Under the Nasdaq’s corporate governance rules, the independent directors are required to meet in regularly scheduled executive sessions, without management participation. In 2020, the independent directors had two such executive sessions. Any interested party who has a concern regarding any matter that it wishes to have addressed by our independent directors, as a group, at an upcoming executive session may send its concern in writing addressed to Independent Directors of Liberty Latin America Ltd., c/o Liberty Latin America Ltd., 1550 Wewatta Street, Suite 710, Denver, Colorado 80202, United States. The current independent directors of our company are Charles H.R. Bracken, Miranda Curtis, Alfonso de Angoitia Noriega, Paul A. Gould, Brendan Paddick, Daniel E. Sanchez and Eric L. Zinterhofer.

Involvement in Certain Proceedings

During the past 10 years, none of our directors or executive officers has had any involvement in such legal proceedings as would be material to an evaluation of his or her ability or integrity.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners

The following table sets forth information concerning our common shares beneficially owned by each person or entity known by us to own more than five percent of the outstanding shares of LILA and LILAB, which are our company’s voting securities. Beneficial ownership of our LILAK shares is set forth below only to the extent known by us or ascertainable from public filings. All of the information reported in the table below is based on publicly available filings.

The security ownership information is given as of March 16, 2021, and, in the case of percentage ownership information, is based upon (1) 49,022,822 shares of LILA, (2) 1,932,385 shares of LILAB and (3) 181,152,760 shares of LILAK, in each case, outstanding on that date. The percentage voting power is presented on an aggregate basis for all classes of our common shares. LILAK shares are, however, non-voting and, therefore, in the case of percentage voting power, are not included.

Our common shares that are issuable on or within 60 days after March 16, 2021 upon exercise of options or share appreciation rights (SARs), vesting of restricted share units (RSUs), conversion of convertible securities or exchange of exchangeable securities, are deemed to be outstanding and to be beneficially owned by the person holding the options, SARs, RSUs or convertible or exchangeable securities for the purpose of computing the percentage ownership of that person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. For purposes of the following presentation, beneficial ownership of shares of LILAB, though convertible on a one-for-one basis into shares of LILA, is reported as beneficial ownership of shares of LILAB, and not as beneficial ownership of shares of LILA, but the voting power of shares of LILA and LILAB has been aggregated.

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


Name and Address of Beneficial Owner	Title of Class	Amount and Nature of Beneficial Ownership		Percent of Class (%)	Voting Power (%)
John C. Malone	LILA	1,939,689	(1)(3)(4)	4.0	25.3
c/o Liberty Latin America Ltd.	LILAB	1,535,757	(2)(5)	79.5
Clarendon House, 2 Church Street	LILAK	9,300,604	(1)(3)(4)(5)	5.1
Hamilton HM 11, Bermuda

Michael T. Fries	LILA	526,481	(6)	1.1	3.3
c/o Liberty Latin America Ltd.	LILAB	175,867	(6)	9.1
Clarendon House, 2 Church Street	LILAK	992,380	(6)	*
Hamilton HM 11, Bermuda

BlackRock, Inc.	LILA	3,349,111	(7)	6.8	4.8
55 East 52nd Street	LILAK	12,154,081	(7)	6.7
New York, NY 10055

Genesis Investment Management, LLP	LILA	4,602,862	(8)	9.4	4.2
21 Grosvenor Place	LILAK	14,833,620	(8)	8.2
London
England
SW1X 7HU

Ashe Capital Management, LP	LILA	4,621,088	(9)	9.4	6.8
530 Sylvan Ave., Suite 101	LILAK	12,396,561	(9)	6.8
Englewood Cliffs, New Jersey
07632

Berkshire Hathaway, Inc.	LILA	2,630,792	(10)	5.4	3.8
3555 Farnam Street
Omaha, NE
68131

*Less than one percent.

(1)Includes 18,653 LILA shares and 38,645 LILAK shares that are subject to options, reported on a gross basis, which were exercisable as of, or will be exercisable within, 60 days of March 16, 2021.

(2)Based on information available to our company and the Schedule 13D of Mr. Malone filed with the SEC on January 8, 2018 (the Malone Schedule 13D). As disclosed in the Malone Schedule 13D, Mr. Fries, Mr. Malone and the Malone Trust (as defined below) entered into a letter agreement dated as of December 29, 2017 (the Letter Agreement) pursuant to which, under certain circumstances, Mr. Fries would have certain rights with respect to LILAB shares owned by a trust with respect to which Mr. Malone is a co-trustee and, with his wife, retains a unitrust interest (the Malone Trust). Pursuant to the terms of the Letter Agreement, for so long as Mr. Fries is employed as a principal executive officer of Liberty Latin America, (a) in the event the Malone Trust or any Permitted Transferee (as defined in the Letter Agreement) is not voting the LILAB shares owned by the Malone Trust, Mr. Fries will have the right to vote such LILAB shares and (b) in the event the Malone Trust or any Permitted Transferee determines to sell such LILAB 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.

(3)Includes 29,641 LILA shares and 200,590 LILAK shares held by Mr. Malone's spouse, as to which shares Mr. Malone has disclaimed beneficial ownership.

(4)Includes 859,555 LILA shares and 2,823,461 LILAK shares held by Columbus Holdings LLC, in which Mr. Malone has a controlling interest.

(5)Includes 19,249 LILAB 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 1,516,508 LILAB shares and 2,011,791 LILAK shares held by the Malone Trust.

(6)Information with respect to our common shares beneficially owned by Mr. Fries, our Executive Chairman, is also set forth in —Security Ownership of Management.

(7)Based on two separate filings, each an Amendment No.2 to Schedule 13G for the year ended December 31, 2020 and filed with the SEC on January 29, 2021 and on February 5, 2021, respectively, by BlackRock, Inc. The filings reflect that BlackRock, Inc. has sole voting power over 3,264,556 LILA shares and 11,707,183 LILAK shares and sole dispositive power over 3,349,111 LILA shares and 12,154,081 LILAK shares. All shares covered by such filings are held by BlackRock, Inc. and/or its subsidiaries.

(8)Based on the Amendment No. 1 to Schedule 13G and the Schedule 13G, in each case, for the year ended December 31, 2020, filed with the SEC on January 26, 2021, by Genesis Investment Management, LLP (GIM). GIM is an investment advisor to institutional investors and in-house pooled funds for institutional advisors. The filings reflect that GIM has sole voting power over 2,899,376 LILA shares and 9,364,642 LILAK shares and sole dispositive power over 4,602,862 LILA shares and 14,833,620 LILAK shares.

(9) Based on two separate filings, each an Amendment No. 2 to Schedule 13G for the year ended December 31, 2020 and filed with the SEC on February 12, 2021 by Ashe Capital Management, LP (Ashe). Ashe is a registered investment advisor which holds LILA and LILAK shares in funds under its management and control, and in such capacity has voting and investment power over such securities. The principals of Ashe are William C. Crowley, William R. Harker and Stephen M. Blass. The filings reflect that Ashe has sole voting power and sole dispositive power over 4,621,088 LILA shares and 12,396,561 LILAK shares, respectively.

(10) Based on the Schedule 13G for the year ended December 31, 2020, filed with the SEC on February 16, 2021, by Warren E. Buffett on behalf of himself and Berkshire Hathaway Inc. (Berkshire), as well as on behalf of the following for the respective number of LILA shares indicated: National Indemnity Company (1,625,185), GEICO Corporation (1,625,185), Government Employees Insurance Company (1,517,798), GEICO Indemnity Company (107,387), BNSF Master Retirement Trust (368,829), Scott Fetzer Collective Investment Trust (54,907) and Berkshire Hathaway Consolidated Pension Plan Master Retirement Trust (581,871). Mr. Buffett (who may be deemed to control Berkshire), Berkshire and GEICO Corporation are each a parent holding company. National Indemnity Company, Government Employees Insurance Company and GEICO Indemnity Company are each an insurance company and the remaining reporting persons are each an employee benefit plan. Mr. Buffett, Berkshire and the other reporting persons share voting and dispositive power over the shares listed in the table.

Security Ownership of Management

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

Our common shares that are issuable on or within 60 days after March 16, 2021, upon exercise of options or SARs, vesting of RSUs, conversion of convertible securities or exchange of exchangeable securities, are deemed to be outstanding and to be beneficially owned by the person holding the options, SARs, RSUs or convertible or exchangeable securities for the purpose of computing the percentage ownership of that person and for the aggregate percentage owned by the directors and

executive officers as a group, but are not treated as outstanding for the purpose of computing the percentage ownership of any other individual person. For purposes of the following presentation, beneficial ownership of LILAB, though convertible on a one-for-one basis into LILA, is reported as beneficial ownership of LILAB, and not as beneficial ownership of LILA, but the voting power of LILA and LILAB has been aggregated.

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


Name of Beneficial Owner	Title of Class	Amount and Nature of Beneficial Ownership		Percent of Class (%)	Voting Power (%)
Michael T. Fries	LILA	526,481	(1)(2)	1.1	3.3
Executive Chairman	LILAB	175,867	(3)	9.1
	LILAK	992,380	(1)(2)	*

Alfonso de Angoitia Noriega	LILA	13,838		*	*
Director	LILAB	—		—
	LILAK	35,146		*

Charles H.R. Bracken	LILA	76,351	(2)	*	*
Director	LILAB	—		—
	LILAK	165,340	(2)	*

Miranda Curtis	LILA	9,345	(2)	*	*
Director	LILAB	—		—
	LILAK	32,770	(2)	*

Paul A. Gould	LILA	119,751	(2)	*	*
Director	LILAB	8,987		*
	LILAK	301,327	(2)	*

Balan Nair	LILA	815,643	(2)(4)	1.6	1.2
President, Chief Executive Officer & Director	LILAB	—		—
	LILAK	1,569,272	(2)(4)(5)(6)	*

Brendan Paddick	LILA	608,367		1.2	*
Director	LILAB	—		—
	LILAK	1,830,889		1.0


Name of Beneficial Owner	Title of Class	Amount and Nature of Beneficial Ownership		Percent of Class (%)	Voting Power (%)

Daniel E. Sanchez	LILA	5,072		*	*
Director	LILAB	—		—
	LILAK	7,777		*

Eric L. Zinterhofer	LILA	13,802	(7)	*	*
Director	LILAB	—		—
	LILAK	14,230,841	(7)	7.8

Betzalel Kenigsztein	LILA	135,764	(2)(4)	*	*
General Manager of Cable & Wireless Panama and Former Senior Vice President & Chief Operating Officer	LILAB	—		—
	LILAK	304,034	(2)(4)(5)	*

Christopher Noyes	LILA	229,509	(2)(4)(6)	*	*
Senior Vice President, Chief Financial Officer	LILAB	—		—
	LILAK	404,474	(2)(4)(5)(6)	*

John M. Winter	LILA	117,346	(2)(4)	*	*
Senior Vice President, Chief Legal Officer & Secretary	LILAB	—		—
	LILAK	235,894	(2)(4)(5)(6)	*

Vivek Khemka	LILA	86,359	(2)(4)	*	*
General Manager of VTR and Former Senior Vice President & Chief Technology and Product Officer	LILAB	—		—
	LILAK	203,825	(2)(4)(5)	*

All directors and executive officers as a group (11 persons)	LILA	2,535,505	(1)(2)(4)(6)(7)	5.1	6.3
	LILAB	184,854	(3)	9.6
	LILAK	19,806,110	(1)(2)(4)(5)(6)(7)	10.9

* Less than one percent

(1) Includes 9,111 LILA shares and 82,030 LILAK shares held by two trusts managed by an independent trustee, of which the beneficiaries are Mr. Fries’ children. Mr. Fries has no pecuniary interest in the trusts, but he retains the right to substitute the assets held by the trusts. Mr. Fries disclaims beneficial ownership with respect to these shares.

(2) Includes shares that are subject to options or SARs, reported on a gross basis, which were exercisable as of, or will be exercisable within, 60 days of March 16, 2021, as follows:


Owner	LILA	LILAK
Michael T. Fries	293,580	588,338
Charles H.R. Bracken	62,761	127,403
Miranda Curtis	4,191	8,928
Paul A. Gould	4,191	8,928
Balan Nair	460,418	920,939
Betzalel Kenigsztein	102,536	205,096
Christopher Noyes	97,324	194,672
John M. Winter	61,470	123,397
Vivek Khemka	50,409	100,819

Each SAR represents the right to receive shares equal to the difference between the market value of such shares on the date of exercise and the base price, less applicable withholding taxes.

(3) Information with respect to the Letter Agreement is set forth in Security Ownership of Certain Beneficial Owners.

(4) Includes performance-based share units that had been certified as earned by our compensation committee that will be settled in our common shares within 60 days of March 16, 2021, as follows:


Owner	LILA	LILAK
Balan Nair	31,089	64,881
Betzalel Kenigsztein	7,175	14,973
Christopher Noyes	7,175	14,973
John M. Winter	5,979	12,478
Vivek Khemka	7,175	14,973

(5) Includes shares held in the Liberty Latin America 401(k) Savings and Stock Ownership Plan, as follows:


Owner	LILA	LILAK
Balan Nair	—	4,938
Betzalel Kenigsztein	—	3,326
Christopher Noyes	—	5,032
John M. Winter	—	5,036
Vivek Khemka	—	3,997

(6) Includes shares held by each individual in an IRA, as follows:


Owner	LILA	LILAK
Balan Nair	—	1,139
Christopher Noyes	20,000	753
John M. Winter	—	176

(7) Includes 12,068,289 LILAK shares held by Searchlight Leo, LP; 135,314 LILAK shares held by Searchlight Opportunities Fund, LP; 35,790 LILAK shares held by Searchlight Capital Partners, LP; 1,991,448 LILAK shares held by Searchlight Leo Coinvest Partners, LP; and 13,802 LILA shares held by Searchlight Capital Partners, LP. 12,068,289 of the LILAK shares have been pledged to UBS AG, London Branch. By reason of the provisions of Rule 16a-1, Mr. Zinterhofer may be deemed to be the beneficial owner of the securities beneficially owned by these Searchlight affiliates. Mr. Zinterhofer does not alone have dispositive or voting power with respect to any securities owned, directly or indirectly, by these Searchlight affiliates. Mr. Zinterhofer hereby disclaims beneficial ownership of all securities, except to the extent of any indirect pecuniary interest therein and this report shall not be deemed an admission that Mr. Zinterhofer is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or for any other purpose.

Change in Control

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

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than 10 percent of a registered class of our equity securities, to file reports of ownership and changes in ownership with the SEC.

Based solely on a review of the copies of the Forms 3, 4 and 5 and amendments to those forms filed with the SEC with respect to our most recent fiscal year and written representations made to us by our executive officers and directors, we believe that, with respect to the year ended December 31, 2020, all Section 16(a) filing requirements applicable to our officers, directors and greater than 10 percent beneficial owners were met.

PROPOSAL 1—THE DIRECTOR ELECTION PROPOSAL

The Board

The Board currently consists of nine directors, divided among three classes. Our Class I directors, whose terms will expire at the AGM, are Charles H.R. Bracken, Balan Nair and Eric L. Zinterhofer. These directors are nominated for election to the Board to continue to serve as Class I directors, and we have been informed that each of them is willing to serve as a director of our company. The term of the Class I directors who are elected at the AGM will expire at the Annual General Meeting of our shareholders in the year 2024. Our Class II directors, whose term will expire at the Annual General Meeting of our shareholders in the year 2022, are Miranda Curtis, Brendan Paddick and Daniel E. Sanchez. Our Class III directors, whose term will expire at the Annual General Meeting of our shareholders in the year 2023, are Michael T. Fries, Alfonso de Angoitia Noriega and Paul A. Gould.

If any nominee should decline election or should become unable to serve as a director of our company for any reason before election at the AGM, votes will be cast by the persons appointed as proxies for a substitute nominee, if any, designated by the Board.

The following lists the three nominees for election as a director at the AGM and the six directors of our company whose term of office will continue after the AGM, and includes, as to each person, how long such person has been a director of our company, such person’s professional background, other public company directorships, other positions and other factors considered in the determination that such person possesses the requisite qualifications and skills to serve as a member of the Board. The number of our common shares beneficially owned by each director is set forth in this proxy statement under the caption Security Ownership of Certain Beneficial Owners and Management.

Vote and Recommendation

A plurality of the combined voting power of the voting shares present in person via the live audio-only webcast or represented by proxy at the AGM and entitled to vote on the election of directors at the AGM, voting together as a single class, is required to elect Messrs. Bracken, Nair and Zinterhofer as Class I members of the Board.

The Board unanimously recommends a vote “FOR” the election of each nominee to the Board.


Nominees for Election of Directors
Directors Whose Term Expires in 2021
Charles H.R. Bracken Age: 54						A director of our company. Professional Background: Mr. Bracken has served as a director of our company since December 2017. He has approximately 25 years in fiscal management. He has been Executive Vice President of Liberty Global since January 2012 and its Chief Financial Officer since January 2017 where he is responsible for Liberty Global’s group finance and treasury operations, as well as capital allocation and finance operations for Liberty Global’s various operations and oversees Liberty Global’s business plan. Mr. Bracken joined Liberty Global in March 1999 and became the Chief Financial Officer for its Europe operations in November 1999 where he served until his appointment as Co-Chief Financial Officer of Liberty Global and its predecessor in February 2004. Prior to joining Liberty Global, Mr. Bracken worked for Goldman Sachs, JP Morgan and the European Bank for Reconstruction and Development. Other Public Company Directorships: Telenet Group Holding NV (since July 2005). Board Membership Qualifications: Mr. Bracken’s significant executive experience in finance and treasury operations, capital strategies and complex business plans for a global company contributes to the Board’s consideration of the strategic, operational and financial challenges and opportunities of our business, and strengthens the Board’s collective qualifications, skills and attributes.

Balan Nair Age: 54						President, Chief Executive Officer and a director of our company. Professional Background: Mr. Nair has served as our President and Chief Executive Officer and a director of our company since December 2017. He is an experienced business executive with over 15 years in the telecommunications industry. Mr. Nair joined Liberty Global in 2007 as its Senior Vice President and Chief Technology Officer and served as its Executive Vice President and Chief Technology and Innovation Officer, positions he held from January 2012 and April 2016, respectively, until December 2017. During his tenure with Liberty Global, Mr. Nair was instrumental in developing Liberty Global’s state-of the-art networks and delivering successful technology integrations for Liberty Global’s multiple acquisitions. In December 2017, Mr. Nair became Liberty Latin America’s President and Chief Executive Officer, resigning his positions with Liberty Global. Prior to joining Liberty Global, Mr. Nair served as Chief Technology Officer and Executive Vice President for AOL LLC, a global web services company, from 2006. Prior to his role at AOL LLC, Mr. Nair spent more than five years at Qwest Communications International Inc., most recently as Chief Information Officer and Chief Technology Officer. He holds a patent in systems development. Other Public Company Directorships: Charter Communications Inc. (since May 2013); Adtran, Inc. (since May 2007); and Telenet Group Holding NV (April 2011 to February 2016). Other Position: Society of Cable Telecommunications Engineers Energy 2020 (Co-Chair). Board Membership Qualifications: Mr. Nair’s significant executive experience in building, integrating and managing operational and technology systems businesses and his in-depth knowledge of all aspects of technology for delivering telecommunications systems, as well as his position with Liberty Latin America provides an insider’s perspective to the Board’s consideration of technological developments, opportunities and strategies of our company and strengthens the Board’s collective qualifications, skills and attributes.


Nominees for Election of Directors

Eric L. Zinterhofer Age: 49						A director of our company. Professional Background: Mr. Zinterhofer has served as a director of our company since December 2017. He has been an active cable investor over the last 15 years and is also an active investor in the fiber, wireless and satellite sectors. Mr. Zinterhofer is a founding partner of Searchlight Capital Partners, L.P. (Searchlight), a private equity firm, and is jointly responsible for overseeing its activities with the two other founding partners. In his capacity at Searchlight, he advises on a wide range of transactions, including leveraged buyouts, growth equity, recapitalizations and investments for companies. Prior to co-founding Searchlight, he served in various management positions, including most recently as a senior partner, at Apollo Management, L.P from 1998 until May 2010. He was also co-head of the media and telecommunications investment platform at Apollo Management, L.P. Other Public Company Directorships: Charter Communications, Inc. (since November 2009, Lead Independent Director since May 2016 & Chair December 2009 to May 2016); GCI Liberty, Inc. (formerly General Communication, Inc.) (Director from March 2015 to March 2018); Global Eagle Entertainment, Inc. (Director since March 2018); Hemisphere Media Group, Inc. (Director since October 2016); and Dish TV India, Ltd. (Director from October 2007 to March 2017). Other Positions: Roots Corporation (Director since December 2015). Board Membership Qualifications: Mr. Zinterhofer’s extensive background in banking and investment industries and his particular knowledge and experience as a financial advisor and investor in the telecommunications industries contributes to the Board’s evaluation of financing opportunities and strategies and consideration of our capital structure, budgets and business plans, provide insight into other company board practices and strengthens the Board’s collective qualifications, skills and attributes.


Directors Whose Term Expires in 2022
Miranda Curtis Age: 65						A director of our company. Professional Background: Ms. Curtis has served as a director of our company since December 2017. She has over 30 years of experience in the international media and telecommunications industry, starting with the international distribution of programming for the BBC before moving to the cable industry. Her most recent positions were as an executive officer of Liberty Global’s predecessor, Liberty Global Inc., and its predecessor where she oversaw cable and programming investments in Europe and Asia. In particular, she was responsible for the negotiation, oversight and management of a joint venture with Sumitomo Corporation that led to the formation of Jupiter Telecommunications Co. Ltd (J:COM), the largest multiple cable system operator in Japan, and Jupiter TV Co., Ltd., a leading provider of content services to the Japanese cable and satellite industries, as well as other content ventures in Europe and Asia. In early 2010, Ms. Curtis retired from her officer position with Liberty Global following Liberty Global’s sale of substantially all of its Japanese interests. Other Public Company Directorships: Liberty Global plc & predecessor (since June 2010); and Marks & Spencer plc (since February 2012). Other Position: Foreign and Commonwealth Office (U.K.) (Lead Independent Director since 2017). In October 2020, appointed as a Companion of the Most Distinguished Order of Saint Michael and Saint George for services to gender equality globally. Board Membership Qualifications: Ms. Curtis’ significant business and executive background in the media and telecommunication industries and her particular knowledge of, and experience with all aspects of international cable television operations and content distribution contributes to the Board’s consideration of operational developments and strategies and strengthens the Board’s collective qualifications, skills and attributes.


Directors Whose Term Expires in 2022
Brendan Paddick Age: 57						A director of our company. Professional Background: Mr. Paddick has served as a director of our company since December 2017. He is the founder of Columbus International Inc. (Columbus) and served as its Chief Executive Officer from 2004 until its merger with Cable & Wireless Communications plc in March 2015. The combined company was later sold to Liberty Global in May 2016. At the time, Columbus provided digital video, broadband internet, IP voice, wholesale capacity and IP services, as well as cloud-based corporate data solutions and data center hosting throughout 42 countries in the greater Caribbean, Central American and Andean region. Prior to Columbus, Mr. Paddick served from April 1992 to August 2004 as President and Chief Executive officer of Persona Communications Inc., which provided video, internet, data and telephony services to residential and commercial customers in seven Canadian provinces. Other Public Company Directorship: Clearwater Seafoods Incorporated (since October 2011); and Cable & Wireless Communications Plc (March 2015 to May 2016). Other Positions: Bahamas Telecommunications Company; CS ManPar Inc.; Nalcor Energy (Chair since November 2016); and Honorary Consul for Canada to The Bahamas. Board Membership Qualifications: Mr. Paddick has extensive experience in the cable telecommunications industry and his capital market experience contributes to the Board’s evaluation of financing opportunities and strategies and consideration of our capital structure, budgets and business plans, and strengthens the Board’s collective qualifications, skills and attributes. Mr. Paddick also brings to the Board his knowledge of issues involving Latin America and the Caribbean where most of our operations are located.

Daniel E. Sanchez Age: 58						A director of our company. Professional Background: Mr. Sanchez has served as a director of our company since December 2019. Mr. Sanchez was engaged in the private practice of law for approximately three decades, representing individual and business clients in a variety of non-litigation areas. In 2012, Mr. Sanchez earned his master’s degree in tax law (LL.M.), and subsequently focused his practice on the area of tax planning. Mr. Sanchez retired from the practice of law in 2020. Other Public Company Directorships: Lions Gate Entertainment Corp. (since June 2018); Discovery, Inc. (since May 2017); and Starz (from January 2013 until December 2016). Other Positions: MediaBloq (Advisory Board) and MM Blockchain Advisory Services (Advisory Board). Board Membership Qualifications: Mr. Sanchez brings a unique legal perspective to our Board, focused in particular on tax law. Mr. Sanchez’s perspective and expertise assists the Board in developing strategies that take into consideration a wide range of issues resulting from the application and evolution of tax laws and regulations.


Directors Whose Term Expires in 2023
Michael T. Fries Age: 58						Executive Chairman of our company. Professional Background: Mr. Fries has served as Executive Chairman of our company since December 2017. He has over 30 years of experience in the cable and media industry. He is the Chief Executive Officer and President of Liberty Global plc. (Liberty Global), a position he has held since 2005, and is the Vice Chairman of the Liberty Global board. As an executive officer of Liberty Global and co-founder of its predecessor, Mr. Fries has overseen its growth into one of the world’s largest and most innovative converged media and communications companies. With approximately 30,000 employees, 49 million broadband, video and mobile subscribers and $16.5 billion of revenue, including consolidated operations and the VodafoneZiggo joint venture, Liberty Global is dedicated to building and investing in the products, platforms and infrastructure that enable its customers to make the most of the digital revolution. Other Public Company Directorships: Liberty Global plc & predecessor (since June 2005); Lions Gate Entertainment Corp. (since November 2015); Grupo Televisa S.A.B. (since April 2015); and Sunrise Communications Group AG (since November 2020), a subsidiary of Liberty Global. Other Positions: Cablelabs® — Board of Directors; The Paley Center for Media— Board of Directors; YouTube — Advisory Board; and World Economic Forum - Digital Communications Governor & Steering Committee Member. Board Membership Qualifications: Mr. Fries’ significant executive experience building and managing converged video, broadband, mobile and entertainment platforms, in-depth knowledge of all aspects of operating a global business and his responsibility for setting the strategic, financial and operational direction for an international company contributes to the Board’s consideration of the strategic, operational and financial challenges and opportunities of our business, and strengthens the Board’s collective qualifications, skills and attributes.Throughout his career, Mr. Fries has received several recognitions, including induction into the Cable Hall of Fame and the Broadcasting & Cable Hall of Fame, and EY Entrepreneur of the Year in Media, Entertainment and Telecommunications.

Paul A. Gould Age: 75						A director of our company. Professional Background: Mr. Gould has served as a director of our company since December 2017. He has over 40 years of experience in the investment banking industry. He is a managing director of Allen & Company, LLC (Allen & Company), a position that he has held for more than the last five years, and is a senior member of Allen & Company’s mergers and acquisitions advisory practice. In that capacity, he has served as a financial advisor to many Fortune 500 companies, principally in the media and entertainment industries. Mr. Gould joined Allen & Company in 1972. In 1975, he established Allen Investment Management, which manages capital for endowments, pension funds and family offices. Other Public Company Directorships: Liberty Global plc & predecessor (since June 2005); Ampco-Pittsburgh Corp. (March 2002 to May 2018); Discovery, Inc. (formerly Discovery Communications Inc.) (since September 2008); and Radius Global Infrastructure, Inc. (since February 2020). Other Positions: O3B Networks Ltd. (Director October 2007 to August 2016); Cornell University (Trustee); and Weill Cornell Medical College (Overseer). Board Membership Qualifications: Mr. Gould’s extensive background in investment banking and as a public company board member and his particular knowledge and experience as a financial advisor for mergers and acquisitions and in accounting, finance and capital markets contributes to the Board’s evaluation of acquisition, divestiture and financing opportunities and strategies and consideration of our capital structure, budgets and business plans, provide insight into other public company board practices and strengthens the Board’s collective qualifications, skills and attributes.



Alfonso de Angoitia Noriega Age: 59						A director of our company. Professional Background: Mr. de Angoitia has served as a director of our company since December 2017. He is an experienced business executive with over 15 years in the telecommunications industry. He has been an Executive Vice President of Grupo Televisa, S.A.B (Televisa) since May 2000 and also serves as a member of its Executive Office of the Chairman. In January 2018, he became a co-Chief Executive Officer of Televisa. From 1999 to 2003, Mr. de Angoitia served as the Chief Financial Officer of Televisa. Televisa is a leading media company in the Spanish-speaking world and a cable operator, as well as a direct-to-home satellite pay television operator in Mexico. Televisa distributes the content it produces through several broadcast channels in Mexico and in over 50 countries through 26 pay-tv brands, and television networks, cable operators and over-the-top or “OTT” services. In the United States, Televisa’s audiovisual content is distributed through Univision Communications Inc. Prior to joining Televisa, Mr. de Angoitia was a founding partner of the law firm Mijares, Angoitia, Cortés y Fuentes, S.C. Other Public Company Directorships: Grupo Televisa S.A.B. (since April 1997); Empresas Cablevision, S.A.B. de C.V. (since August 1999); and Fomento Económico Mexicano, S.A.B de C.V (since 2015). Other Positions: Univision Communications Inc. (since December 2010); and Grupo Financiero Banorte, S.A.B. de C.V. (since April 2015). Board Membership Qualifications: Mr. de Angoitia’s significant executive experience building and managing distribution and programming businesses in the Spanish-speaking world, plus his in-depth knowledge of all aspects of operating a telecommunications company and his responsibility for setting the strategic, financial and operational direction for such company contributes to the Board’s consideration of the strategic, operational and financial challenges and opportunities of our business, and strengthens the Board’s collective qualifications, skills and attributes. Mr. de Angoitia also brings to the Board his knowledge of issues involving Latin America and the Caribbean where most of our operations are located.

PROPOSAL 2—THE AUDITORS APPOINTMENT PROPOSAL

KPMG LLP has served as our independent registered public accounting firm since 2016.

We are asking our shareholders to appoint KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021, and to authorize the Board, acting by the audit committee, to determine the independent auditors remuneration.

A representative of KPMG LLP is expected to be present at the AGM, will have the opportunity to make a statement if he or she so desires and is expected to be available to respond to appropriate questions.

Vote and Recommendation

The affirmative vote of the holders of a majority of the combined voting power of the issued and outstanding common shares that are present in person via the live audio-only webcast or by proxy at the AGM, and entitled to vote on the subject matter, voting together as a single class, is required to approve the auditors appointment proposal.

The Board unanimously recommends a vote “FOR” the auditors appointment proposal.

Audit Fees and All Other Fees

The following table presents fees incurred for 2020 and 2019 for professional audit services rendered by KPMG LLP and its international affiliates during the indicated periods for the audit of our consolidated financial statements and the separate financial statements of certain of our subsidiaries and for other services rendered by KPMG LLP and its international affiliates.

Fees billed in currencies other than U.S. dollars were translated into U.S. dollars at the average exchange rate in effect during the year. Prior year presentation has been updated for comparability.


	Year Ended December 31,
	2020		2019
	in thousands
Audit fees	$	9,232	$	8,514
Audit-related fees (1)	258		42
Audit and audit-related fees	9,490		8,556
Tax Fees (2)	220		20
All other fees	—		—

Total fees	$	9,710	$	8,576

(1) For 2020, audit-related fees related to system and organization controls engagements, regulatory attest services and accounting consultation services. For 2019, audit-related fees related to comfort letters associated with debt issuances and refinancings.

(2) For 2020, tax fees related to tax consultation and tax compliance services. For 2019, tax fees related to services associated with tax return preparation

Our audit committee has considered whether the provision of services by KPMG LLP to our company other than auditing is compatible with KPMG LLP maintaining its independence and believes that the provision of such other services is compatible with KPMG LLP maintaining its independence.

Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor

Our audit committee has adopted a policy regarding the pre-approval of all audit and permissible non-audit services provided by our independent auditor. Pursuant to this policy, our audit committee has approved the engagement of our independent auditor to provide the following services (all of which are collectively referred to as pre-approved services):

• audit services as specified in the policy, including (i) financial audits of our company and our subsidiaries, (ii) services associated with registration statements, periodic reports and other documents filed or issued in connection with securities offerings (including comfort letters and consents), (iii) attestations of management

reports on our internal controls and (iv) consultations with management as to accounting or disclosure treatment of transactions;

• audit related services as specified in the policy, including (i) due diligence services, (ii) financial statement audits of employee benefit plans, (iii) consultations with management as to the accounting or disclosure treatment of transactions, (iv) attest services not required by statute or regulation, (v) certain audits incremental to the audit of our consolidated financial statements, (vi) closing balance sheet audits related to dispositions, and (vii) general assistance with implementation of the requirements of certain SEC rules or listing standards; and

• tax services as specified in the policy, including federal, state, local and international tax planning, compliance and review services, and tax due diligence and advice regarding mergers and acquisitions.

Notwithstanding the foregoing general pre-approval, our audit committee approval is specifically required for (1) any individual project involving the provision of pre-approved audit and audit-related services that is expected to result in fees in excess of $150,000 and (2) any individual projects involving any other pre-approved service described above that is expected to result in fees in excess of $75,000. In addition, any engagement of our independent auditors for services other than the pre-approved services requires the specific approval of our audit committee. Our audit committee has delegated the authority for the foregoing approvals to its chairman, provided that the fees for any individual project for which such approval is requested are not, in the reasonable judgment of the chairman, likely to exceed $200,000. At each audit committee meeting, the chairman’s approval of services provided by our independent auditors is subject to disclosure to the entire audit committee. Our pre-approval policy prohibits the engagement of our independent auditor to provide any services that are subject to the prohibition imposed by Section 201 of the Sarbanes-Oxley Act (the Sarbanes-Oxley Act). All services provided by our independent auditor during 2020 were approved in accordance with the terms of the policy in place.

PROPOSAL 3—THE SAY-ON-PAY PROPOSAL

We are providing our shareholders the opportunity to vote to approve, on an advisory basis, the compensation of our named executive officers as described below in accordance with Section 14A of the Exchange Act. This advisory vote is often referred to as the “say-on-pay” vote and allows our shareholders to express their views on the overall compensation paid to our named executive officers. Our company values the views of our shareholders and is committed to efficiency and effectiveness of our company’s executive compensation program.

We are seeking shareholder approval of the compensation of our named executive officers as disclosed in this proxy statement in accordance with applicable SEC rules, which include the disclosures under “Executive Officers and Director Compensation” included herein. Shareholders are encouraged to read the “Executive Officers and Director Compensation” section of this proxy statement, which provides an overview of our company’s executive officer and director compensation policies and practices.

In accordance with Section 14A of the Exchange Act, and Rule 14a-21(a) promulgated thereunder, and as a matter of good corporate governance, the Board is asking shareholders to approve the following advisory resolution at the AGM:

“RESOLVED, that the shareholders of Liberty Latin America Ltd. hereby approve, on an advisory basis, the compensation paid to Liberty Latin America Ltd.’s named executive officers, as disclosed in this proxy statement pursuant to the rules of the SEC, including the Compensation Discussion and Analysis, compensation tables and any related narrative discussion.”

Advisory Vote

Although this vote is advisory and non-binding on the Board and our company, the Board and the compensation committee, which are responsible for designing and administering our company’s executive compensation program, value the opinions expressed by our shareholders in their vote on this proposal and will consider the outcome of the vote when making future compensation policies and decisions for named executive officers.

Vote and Recommendation

This advisory resolution, which we refer to as the say-on-pay proposal, will be considered approved if it receives the affirmative vote of the holders of a majority of the combined voting power of the issued and outstanding common shares that are present in person via the live audio-only webcast or by proxy at the AGM, and entitled to vote on the subject matter, voting together as a single class.

The Board unanimously recommends a vote “FOR” the approval of the say-on-pay proposal.

PROPOSAL 4—THE INCENTIVE PLAN PROPOSAL

We are asking our shareholders to approve the addition of 50 million shares to the Liberty Latin America 2018 Incentive Plan (the Incentive Plan). If the resolution for the incentive plan amendment receives the requisite shareholder approval, this amendment will be reflected in the Incentive Plan, which will be restated as of the date of the AGM. Except for the share increase and administrative updates, all other terms and conditions of the Incentive Plan will remain the same.

Because past awards granted under the Incentive Plan have depleted the number of shares reserved under the Incentive Plan, as well as the decline in the market price of our shares, our compensation committee deemed the proposed increase advisable in order to ensure that sufficient shares would be available for the compensation committee, in its sole discretion, to continue to make future grants of equity awards to eligible employees and independent contractors. For more information about the equity awards made under the Incentive Plan, see Executive Officers and Directors Compensation—Compensation Discussion and Analysis—Elements of Our Compensation Packages, Executive Officers and Directors Compensation—Summary Compensation Table, and Executive Officers and Directors Compensation—Grants of Plan-Based Awards.

As of March 22, 2021, equity awards based on an aggregate of 5.7 million Liberty Latin America Class A shares and 11.4 million Liberty Latin America Class C shares were outstanding under the Incentive Plan. The Incentive Plan had 1,994,309 shares available for grant as of March 22, 2021. These shares may be awarded in any class of shares under the Incentive Plan.

For the foregoing reasons, we are requesting our shareholders to approve the increase in the number of shares available for issuance under the Incentive Plan. Subject to shareholder approval at the AGM, the maximum number of shares with respect to which awards may be granted under the Incentive Plan will increase to 75 million, subject to anti-dilution and other adjustment provisions of the Incentive Plan. The limit on the number of shares that may be awarded in Liberty Latin America Class B shares will remain unchanged. If the incentive plan amendment is not approved at the AGM, the maximum number of shares with respect to which awards may be issued under the Incentive Plan will remain at 25 million, subject to anti-dilution and other adjustment provisions of the Incentive Plan, of which no more than 10 million may be awarded in Liberty Latin America Class B shares. With limited exceptions, no person may be granted in any calendar year awards covering more than four million of our shares, of which no more than approximately two million shares may consist of Liberty Latin America Class B shares. In addition, no person may receive payment for cash awards under the Incentive Plan during any calendar year in excess of $10 million.

The following description reflects the terms and conditions of the Incentive Plan as proposed to be amended and is not intended to be complete. We refer you to the copy of the Incentive Plan included as Appendix A: Liberty Latin America 2018 Incentive Plan (Amended and Restated effective May 12, 2021) to this proxy statement for a complete statement of its terms and conditions.

Summary of Incentive Plan

The Incentive Plan is administered by the compensation committee of our Board, which is composed entirely of “non-employee directors” as that term is defined in Rule 16b-3 under the Exchange Act, and “outside directors” as that term is defined in Section 162(m). The compensation committee has full power and authority to grant eligible persons the awards described below and to determine the terms and conditions under which any awards are made. The compensation committee is currently comprised of six independent directors as that term is defined in Rule 5605(a)(2) of the Nasdaq listing rules. Our employees (including employees who are officers or directors of us or any of our subsidiaries) and independent contractors are eligible to participate and may be granted awards under the Incentive Plan. Awards may be made to any such person, officer, director or contractor whether or not he or she holds or has held awards under the Incentive Plan or under any other plan of us or any of our affiliates. The number of individuals who may receive awards under the Incentive Plan will vary from year to year and will depend on various factors, such as the number of promotions and our hiring needs during the year. Although we cannot predict the number of future award recipients, we estimate that there will be approximately 300 employees of

our company (including employees of our subsidiaries) who will be eligible to receive awards under the Incentive Plan.

The maximum number of shares with respect to which awards may be granted under the Incentive Plan is 25 million, subject to anti-dilution and other adjustment provisions of the Incentive Plan. This number would increase to 75 million if our shareholders approve the increase in shares we are requesting in this proposal. The awards may be granted for any class of our shares, provided that the number of shares that may be awarded in Class B shares is limited to 10 million. With limited exceptions, no person may be granted in any calendar year awards covering more than four million of our shares, of which no more than two million shares may consist of Class B shares. In addition, no person may receive payment for cash awards under the Incentive Plan during any calendar year in excess of $10 million.

Types of Awards. The compensation committee may grant options, SARs, restricted shares, RSUs, performance awards, cash awards or any combination of the foregoing, under the Incentive Plan (collectively, awards). For further information on the awards granted to our named executive officers, see the Compensation Discussion and Analysis, and the “Outstanding Equity Awards at Fiscal Year-End” table elsewhere in the proxy statement. We have previously granted RSU awards, performance-based RSU awards, SAR awards and performance-based SAR awards under the Incentive Plan and we expect to use these types of equity awards in the future. We may also use special equity grants to award or recognize current employees and to attract new hires. As described more fully below under 2021 Long-Term Equity Awards, the compensation committee has approved the 2021 annual equity incentive awards and 2021 Phoenix Awards, with such awards being contingent on shareholder approval of this amendment to the Incentive Plan. The total dollar value of such awards is set forth in the New Plan Benefits Table below. As of the date of this proxy statement, however, we have no commitments to grant future awards under the Incentive Plan other than the target value of annual equity awards set forth in the Employment Agreement with our Chief Executive Officer and, due to the nature of the Incentive Plan and the discretionary authority afforded the compensation committee in connection with its administration, we cannot determine or predict the value, number or type of other future awards to be granted pursuant to the Incentive Plan.

New Plan Benefits Table

The following table provides information concerning contingent SAR and RSU grants made to each of the following person and groups: each NEO; all current executive officers as a group; all current directors who are not executive officers, as a group; and all current employees who are not executive officers, as a group.

Name and Position

SARs (#) (including target PSARs)

Base Price per share ($)

RSUs (#)

Total Grant Date Value of RSUs ($)

Balan Nair, Chief Executive Officer & President

195,860 Class A SARs

391,720 Class C SARs

1,000,000 Class A PSARs

2,000,000 Class C PSARs

14.00

14.10

14.00

14.10

93,257 Class A RSUs

186,514 Class C RSUs

$ 1,305,598

$ 2,629,847

Christopher Noyes, Senior Vice President & Chief Financial Officer (Principal Financial Officer)

75,331 Class A SARs

150,662 Class C SARs

100,000 Class A PSARs

200,000 Class C PSARs

14.00

14.10

14.00

14.10

35,868 Class A RSUs

71,736 Class C RSUs

$ 502,152

$ 1,011,478

Betzalel Kenigsztein, Former Senior Vice President & Chief Operating Officer

60,265 Class A SARs

120,530 Class C SARs

33,333 Class A PSARs

66,667 Class C PSARs

14.00

14.10

14.00

14.10

28,694 Class A RSUs

57,388 Class C RSUs

$ 401,716

$ 809,171

Vivek Khemka, Former Senior Vice President and Chief Technology and Product Officer

67,798 Class A SARs

135,596 Class C SARs

100,000 Class A PSARs

200,000 Class C PSARs

14.00

14.10

14.00

14.10

32,281 Class A RSUs

64,562 Class C RSUs

$ 451,934

$ 910,324

John M. Winter, Senior Vice President, Chief Legal Officer & Secretary

60,265 Class A SARs

120,530 Class C SARs

100,000 Class A PSARs

200,000 Class C PSARs

14.00

14.10

14.00

14.10

28,694 Class A RSUs

57,388 Class C RSUs

$ 401,716

$ 809,171

Executive Group

700,576 Class A SARs

1,401,152 Class C SARs

1,833,333 Class A PSARs

3,666,667 Class C PSARs

14.00

14.10

14.00

14.10

344,930 Class A RSUs

689,860 Class C RSUs

$ 4,829,020

$ 9,727,026

Non-Executive Director Group

25,109 Class A RSUs

50,218 Class C RSUs

$ 351,526

$ 708,074

Non-Executive Officer Employee Group

1,091,603 Class A SARs

2,183,206 Class C SARs

799,992 Class A PSARs

1,600,008 Class C PSARs

14.00

14.10

14.00

14.10

519,758 Class A RSUs

1,039,516 Class C RSUs

$ 7,276,612

$14,657,176

Our shares issuable pursuant to awards made under the Incentive Plan are made available from either treasury shares or newly allotted and issued shares to the extent permitted by the laws of Bermuda. Our shares that (1) are subject to any award that expires, terminates or is annulled for any reason without having been exercised, (2) are subject to all or any portion of an award that is settled or exercised for cash, (3) are subject to any award of restricted shares that are automatically repurchased by our company in accordance with applicable law and any award of RSUs that is forfeited, in each case, prior to becoming vested, (4) are covered by an award and are not delivered or are automatically repurchased by our company due to payment of taxes or purchase prices, and (5) our company purchases on the open market with the proceeds of an option exercise price, will once again be available for issuance under the Incentive Plan. In connection with certain corporate transactions, awards made in substitution for awards of an acquired company do not reduce the shares available for awards under the Incentive Plan and may be made with an exercise price or purchase price that is less than fair market value on the date of substitution.

Under the terms of the Incentive Plan, the compensation committee has the power to:

a.interpret the Incentive Plan and adopt any rules, regulations and guidelines for carrying out the Incentive Plan that it believes are proper;

b.correct any defect or supply any omission or reconcile any inconsistency in the Incentive Plan or related documents;

c.determine the form and terms of the awards made under the Incentive Plan, including persons eligible to receive awards and the number of shares or other consideration subject to awards; and

d.delegate to any subcommittee its authority and duties under the Incentive Plan unless a delegation would adversely impact the availability of transaction exemptions under Rule 16b-3 of the Exchange Act, and the deductibility of compensation for U.S. federal income tax purposes.

Options. Options granted under the Incentive Plan will entitle the holder to purchase a specified number of shares of a class of our shares at a specified exercise price subject to the terms and conditions of the option grant. The exercise price of an option specified in a grant may be no less than the fair market value of the applicable class of our shares as of the day the option is granted. The compensation committee will determine, in connection with each option awarded to a holder, (1) the class and number of shares subject to the option, (2) the per share exercise price, (3) whether that price is payable in cash, by check, by promissory note, by cashless exercise, or any combination of the foregoing or other method of payment permitted by the laws of Bermuda, (4) other terms and conditions of exercise, (5) restrictions on transfer of the option and (6) other provisions not inconsistent with the Incentive Plan. Except for anti-dilution and other adjustment provisions of the Incentive Plan, the exercise price of an option may not be decreased after grant and an outstanding option may not be surrendered as consideration for the grant of a new option with a lower exercise price, cash or a new award, unless there is prior approval by our shareholders.

Share Appreciation Rights. A SAR entitles the recipient to receive a payment in shares or, if the compensation committee so determines, cash or a combination of cash and shares, equal to the excess of the fair market value (on the day the SAR is exercised) of a share of the applicable class of our shares with respect to which the SAR was granted over the base price specified in the grant. A SAR may be granted to an option holder with respect to all or a portion of our shares subject to a related option (a tandem SAR) or granted separately (a free-standing SAR) to an eligible employee or independent contractor. Tandem SARs are exercisable only to the extent that the related option is exercisable. Upon the exercise or termination of the related option, the related tandem SAR will be automatically cancelled to the extent of the number of our shares with respect to which the related option was so exercised or terminated. Free-standing SARs are exercisable at the time and upon the terms and conditions provided in the relevant agreement. The base price of a SAR specified in a grant may be no less than the fair market value of a share of the applicable class of our shares as of the day the SAR is granted. Except for anti-dilution and other adjustment provisions of the Incentive Plan, the base price of a SAR may not be decreased after grant and an outstanding SAR may not be surrendered as consideration for the grant of a new SAR with a lower base price, cash or a new award, unless there is prior approval by our shareholders.

Restricted Shares and Restricted Share Units. Restricted shares are our shares that become vested and may be transferred upon completion of a restriction period. The compensation committee determines, and each individual award agreement will provide, (1) the price to be paid by the recipient of the restricted shares, which shall be at least the minimum consideration necessary for the restricted shares to be deemed fully paid, (2) whether dividends or distributions paid with respect to the restricted shares will be retained by us during the restriction period, (3) whether the holder of the restricted shares may be paid a cash amount any time after the shares become vested, (4) the vesting date or vesting dates (or basis of determining the same) for the award, and (5) other terms and conditions of the award.

An RSU is a unit evidencing the right to receive, in specified circumstances, one share of the specified class of our shares, or its cash equivalent, subject to a restriction period or forfeiture conditions. RSUs based upon the fair market value of any class of our shares may be awarded under the Incentive Plan. The compensation committee has

the power to determine, and each individual award agreement will provide, the terms, conditions, vesting requirements, payment rules and restrictions for awards of RSUs. The committee will also determine the price to be paid by the recipient of the RSUs, which shall be at least the minimum consideration necessary for the shares received to be deemed fully paid and whether the holder will be entitled to dividend equivalent payments with respect to the RSU. Holders of RSUs will not be entitled to our shares covered by RSUs until such shares are issued to the holder at the end of the restriction period.

Upon the applicable vesting date, all or the applicable portion of restricted shares or RSUs will vest, any retained distributions or unpaid dividend equivalents with respect to the restricted shares or RSUs will vest to the extent that the awards related thereto have vested, and any cash amount to be received by the holder with respect to the restricted shares or RSUs will become payable, all in accordance with the terms of the individual award agreement.

Cash Awards. The compensation committee may also provide for the grant of cash awards. A cash award is a bonus paid in cash that is based solely upon the attainment of one or more performance goals that have been established by the compensation committee. The terms, conditions and limitations applicable to any cash awards will be determined by the compensation committee.

Performance Awards. At the discretion of the compensation committee, any of the above-described awards, including cash awards, may be designated as a performance award. Performance awards are contingent upon performance measures applicable to a particular period, as established by the compensation committee and set forth in individual agreements, based upon any one or more of the following business criteria:

a.increased revenue;

b.net income measures (including income after capital costs and income before or after taxes);

c.share price measures (including growth measures and total shareholder return);

d.price per share;

e.market share;

f.earnings per share (actual or targeted growth);

g.earnings before interest, taxes, depreciation and amortization (EBITDA);

h.economic value added (or an equivalent metric);

i.market value added;

j.debt to equity ratio;

k.cash flow measures (including cash flow from operations, free cash flow, cash flow return on capital, cash flow return on tangible capital, net cash flow and net cash flow before financing activities);

l.return measures (including return on equity, return on average assets, return on capital, risk-adjusted return on capital, return on investors' capital and return on average equity);

m.operating measures (including operating income, funds from operations, cash from operations, after-tax operating income, sales volumes, production volumes and production efficiency);

n.net promoter score or other metrics regarding quality or extent of customer satisfaction or service;

o.expense measures (including overhead costs and general and administrative expense);

p.margins;

q.shareholder value;

r.total shareholder return;

s.proceeds from dispositions;

t.total market value; and

u.corporate values measures (including ethics compliance, corporate responsibility, environmental and safety).

Performance measures may apply to the award recipient, to one or more of our business units, divisions or subsidiaries or other applicable sector, or to our company as a whole. Goals may also be based on performance relative to a peer group of companies.

Under the Tax Cuts and Jobs Act of 2017 (the 2017 Tax Act), Section 162(m) was amended effective for 2018 to prohibit the deduction of compensation in excess of $1.0 million paid to “covered employees.” Effective for our taxable year beginning January 1, 2018, the exception under Section 162(m) for performance-based compensation was no longer available, subject to transition relief for certain grandfathered arrangements in effect as of November 2, 2017. To the extent the transition relief is available under the 2017 Tax Act to preserve deductions under Section 162(m) grandfathered arrangements, the committee may determine to satisfy those requirements although we have not adopted a policy requiring eligible compensation to be deductible.

Awards Generally. Awards under the Incentive Plan may be granted either individually, in tandem or in combination with each other. Where applicable, the securities underlying, or relating to, awards granted under the Incentive Plan may be shares of LILA, LILAB or LILAK, as provided in the relevant grant. Awards granted under the Incentive Plan are generally non-transferable during the lifetime of an award holder, except as permitted by will or the laws of descent and distribution or pursuant to a legally enforceable domestic relations order. Under certain conditions, including the occurrence of certain approved transactions, a board change or a control purchase (all as defined in the Incentive Plan), options and SARs will become immediately exercisable and the restrictions on restricted shares and RSUs will lapse, unless individual agreements state otherwise. At the time an award is granted, the compensation committee will determine, and the relevant agreement will provide for, the vesting or early termination, upon a holder's termination of employment with our company, of any unvested options, SARs, restricted shares or RSUs and the period during which any vested options and SARs must be exercised. Unless otherwise provided in the relevant agreement, (1) no option or SAR may be exercised after its scheduled expiration date, (2) if the holder’s service terminates by reason of death or disability (as defined in the Incentive Plan), his or her options or SARs shall remain exercisable for a period of at least one year following such termination (but not later than the scheduled expiration date), (3) if the holder's service terminates by reason of retirement (as defined in the Incentive Plan) his or her options and SARs will remain exercisable for two years (but not later than the scheduled expiration date), and (4) any termination of the holder’s service for “cause” (as defined in the Incentive Plan) will result in the immediate termination of all options and SARs and the forfeiture of all rights to any restricted shares, RSUs, retained distributions, unpaid dividend equivalents and related cash amounts held by such terminated holder. If a holder's service terminates due to death or disability, options and SARs will become immediately exercisable, and the restrictions on restricted shares and RSUs will lapse, unless individual agreements state otherwise. If a holder's service terminates due to retirement, unvested options and SARs will vest and the restrictions on unvested restricted shares and RSUs will lapse to the extent such awards would have vested or such restrictions would have lapsed had the holder remained employed through the date that is one year after the date of retirement, unless individual agreements state otherwise. If an award has been designated a performance award then it will accelerate or terminate upon the occurrence of the foregoing described events pursuant to the provisions of the performance award agreement.

Adjustments. The number and kind of our shares, which may be awarded or otherwise made subject to awards under the Incentive Plan, the number and kind of our shares covered by outstanding awards and the purchase or exercise price and any relevant appreciation base with respect to any of the foregoing are subject to appropriate adjustment in the discretion of the compensation committee, as the compensation committee deems equitable, in the

event (1) we subdivide the outstanding shares of any class of our shares into a greater number of shares of such class, (2) we combine the outstanding shares of any class of our shares into a smaller number of shares of such class, or (3) there is a share dividend, extraordinary cash dividend, alteration of capital, capitalization of profits, bonus issue, reclassification, recapitalization, reorganization, amalgamation, consolidation, split-up, spin off, combination, exchange of shares, warrants or rights offering to purchase any class of our shares, or any other similar corporate event (including mergers or consolidations other than approved transactions (as defined in the Incentive Plan)) for which other provisions are made pursuant to the Incentive Plan.

Amendment and Termination. The Incentive Plan was approved by our Board effective on December 29, 2017, and will terminate on December 29, 2027, unless earlier terminated by the compensation committee. The compensation committee may suspend, discontinue, modify or amend the Incentive Plan at any time prior to its termination. However, before an amendment may be made that would adversely affect a participant who has already been granted an award, the participant's consent must be obtained, unless the change is necessary to comply with Section 409A of the Code.

U.S. Federal Income Tax Consequences

The following is a summary of the general rules of the U.S. federal income tax law relating to the tax treatment of options, SARs, restricted shares, RSUs and cash awards issued under the Incentive Plan. The discussion is general in nature and does not take into account a number of considerations that may apply based upon the circumstances of a particular holder under the Incentive Plan, including the possibility that a holder may not be subject to U.S. federal income taxation.

Options; SARs. Holders will not realize taxable income upon the grant of an option or a SAR. Upon the exercise of an option or SAR, the holder will recognize ordinary income (subject to withholding, if applicable) in an amount equal to the excess of (1) the fair market value on the date of exercise of the shares received over (2) the exercise price or base price he or she paid for the shares. The holder will generally have a tax basis in any of our shares received pursuant to the exercise of a SAR, or pursuant to the cash exercise of an option, that equals the fair market value of such shares on the date of exercise. Subject to the discussion under “Certain Tax Code Limitations on Deductibility” below, we will be entitled to a deduction for U.S. federal income tax purposes that corresponds as to timing and amount with compensation income recognized by the holder under the foregoing rules. The disposition of our shares acquired upon exercise of an option or SAR will ordinarily result in capital gain or loss.

Cash Awards; RSUs; Restricted Shares. A holder will recognize ordinary compensation income upon receipt of cash pursuant to a cash award or, if earlier, at the time such cash is otherwise made available for the holder to draw upon it. A holder will not have taxable income upon the grant of an RSU but rather will generally recognize ordinary compensation income at the time the award vests in an amount equal to the fair market value of the shares received.

Generally, a holder will not recognize taxable income upon the grant of restricted shares, and we will not be entitled to any federal income deduction upon the grant of such award. The value of the restricted shares will generally be taxable to the holder as compensation income in the year or years in which the restrictions on the shares lapse. Such value will equal the fair market value of the shares on the date or dates the restrictions terminate. A holder, however, may elect pursuant to Section 83(b) of the Code to treat the fair market value of the shares subject to the restricted share award on the date of such grant as compensation income in the year of the grant of the restricted share award. The holder must make such an election pursuant to Section 83(b) of the Code within 30 days after the date of grant. The holder's holding period in such shares will commence on the date of grant if an election pursuant to Section 83(b) of the Code is made. If such an election is made and the holder later forfeits the restricted shares to us, the holder will not be allowed to deduct, at a later date, the amount such holder had earlier included as compensation income.

A holder who is a U.S. employee will be subject to withholding for federal, and generally for state and local, income taxes at the time the holder recognizes income under the rules described above with respect to the cash or the shares received pursuant to awards. Dividend equivalents that are received by a holder prior to the time that the RSUs are taxed to the holder under the rules described in the preceding paragraph are taxed as additional

compensation, not as dividend income. The tax basis of a holder in the shares received will equal the amount recognized by the holder as compensation income under the rules described in the preceding paragraph, and the holder's holding period in such shares will commence on the date income is so recognized.

Subject to the discussion under “Certain Tax Code Limitations on Deductibility” below, we will be entitled to a deduction for U.S. federal income tax purposes that corresponds as to timing and amount with compensation income recognized by the holder under the foregoing rules.

Section 409A. Awards under the Incentive Plan have features that could cause them to be treated as deferred compensation arrangements subject to Section 409A of the Code, which imposes significant penalties for noncompliance. Specifically, if a deferred compensation arrangement does not comply with Section 409A of the Code, deferred amounts will be taxed currently at the employee's marginal rate, interest will be assessed at the underpayment rate established by the Internal Revenue Service (IRS), plus one percent measured from the later of the deferral date or the vesting date, and a penalty will be assessed equal to 20% of the taxable amount of compensation.

The Incentive Plan will be administered in a manner that will be in good faith compliant with Section 409A of the Code and applicable regulations. We intend that any awards under the Incentive Plan will be exempt from or satisfy the applicable requirements of Section 409A of the Code. If any plan provision or award would result in the imposition of an additional tax under Section 409A of the Code, such plan provision or award will be amended to avoid imposition of the additional tax. No action taken to comply with Section 409A of the Code will be deemed to adversely affect the employee's rights under any award.

Certain Tax Code Limitations on Deductibility. In order for us to deduct the amounts described above, such amounts must constitute reasonable compensation for services rendered or to be rendered and must be ordinary and necessary business expenses. Our ability to obtain a deduction for future payments under the Incentive Plan could also be limited by Section 280G of the Code, which provides that certain excess parachute payments made in connection with a change of control of an employer are not deductible. Our ability to obtain a deduction for amounts paid under the Incentive Plan could also be affected by Section 162(m), which limits the deductibility, for U.S. federal income tax purposes, of compensation paid to certain employees to

$1 million during any taxable year. Prior to 2018, certain awards granted under the Incentive Plan were exempt from such $1 million limitation as “performance-based compensation.” These awards included options and SARs granted at fair market value and performance awards that met certain criteria, in each case pursuant to shareholder approved plans. Under the 2017 Tax Act, effective for our taxable year beginning January 1, 2018, the exception under Section 162(m) for performance-based compensation is no longer available, subject to transition relief for certain grandfathered arrangements in effect as of November 2, 2017. To the extent the transition relief is available under the 2017 Tax Act to preserve deductions under Section 162(m) grandfathered arrangements, the committee may determine to satisfy those requirements although we have not adopted a policy requiring eligible compensation to be deductible.

Vote and Recommendation

The affirmative vote of the holders of a majority of the combined voting power of the issued and outstanding common shares that are present in person or by proxy at the AGM, and entitled to vote on the subject matter, voting together as a single class, is required to approve the increase in the number of shares reserved under the Incentive Plan.

The Board unanimously recommends a vote “FOR” the approval of the incentive plan proposal.

EXECUTIVE OFFICERS AND DIRECTORS COMPENSATION

Introduction

We are an international provider of fixed, mobile and subsea telecommunications services, serving approximately 3.2 million fixed-line customers in over 20 countries at December 31, 2020. These customers subscribed to approximately 6.2 million services, consisting of 2.0 million video, 2.7 million broadband internet, and 1.4 million telephony subscriptions. In addition, we had approximately 3.6 million mobile subscribers at December 31, 2020. Our businesses operate in an environment marked by intense competition, extensive regulation and rapid technological change. We place great importance on our ability to attract, retain, motivate and reward talented executives who, faced with these challenges, can execute our strategy to drive shareholder value through strong organic growth, accretive mergers and acquisitions and prudent capital structure management.

We were originally incorporated as a Bermuda company on July 11, 2017, as a wholly-owned subsidiary of Liberty Global under the name LatAm Splitco Ltd. and we changed our name to Liberty Latin America on September 22, 2017. During December 2017, the Board of Directors of Liberty Global authorized the split-off of our company from Liberty Global, which was a plan to distribute to the holders of Liberty Global’s LiLAC Ordinary Shares, nominal value $0.01 per share (LiLAC Shares), common shares in our company and which was completed on December 29, 2017.

Our operations are in Chile, Costa Rica, Panama and Puerto Rico and our C&W operations are in the Caribbean and Latin America, including subsea and terrestrial fiber optic cable networks connecting over 40 markets throughout the region.

This section presents information concerning compensation arrangements for our named executive officers (NEOs) for the year ended December 31, 2020. Compensation information is provided for our NEOs – Balan Nair, our President, CEO and also a member of the Board; Christopher Noyes, our principal financial officer; and our three other most highly compensated executive officers at the end of 2020: Vivek Khemka, our former CTPO, Betzalel Kenigsztein, our former COO, and John Winter, our Chief Legal Officer. After the information on our NEOs, we also provide information relating to the compensation of our directors (other than Mr. Nair).

Executive Summary

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

The primary goals of our executive compensation program are to:

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

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

•Align executives’ interests to create shareholder value.

We experienced headwinds in 2020 due to the impacts of COVID-19, but despite this, our Board credits the leadership of Mr. Nair for achieving robust performance notwithstanding COVID-19, especially during the last fiscal quarter of 2020, as evidenced in our business highlights below.

Compensation Structure—Pay for Performance

Our compensation committee and Board reviews and approves compensation decisions affecting our NEOs and directors. We place great importance on our ability to attract, retain and motivate talented executives who can continue to grow our business. In general, we seek to design compensation packages for individual executives based on the scope of the executive’s responsibilities, the executive’s proven performance, and a determination of what is

competitive compensation in the market for similar roles, if such data is available. We continue to refine our compensation program to strengthen the link between executive and shareholder interests.

Compensation Discussion and Analysis

Company Response to COVID-19

2020 was dominated by unprecedented challenges arising from the COVID-19 pandemic, which negatively impacted our operating and financial results. However, we responded quickly and made a number of measured and strategic decisions enabling us to remain in a strong position for future growth and creating a foundation for our company to emerge stronger.

While we entered the year with solid operating momentum, following strong 2019 results, and with our first quarter results above our expectations, the global restrictions enacted due to the COVID-19 pandemic through the remainder of the year impacted our company’s key financial metrics. This was particularly apparent within our C&W Caribbean and Networks, C&W Panama and VTR operations, due to resulting lockdowns, payment moratoriums, cancellation of live sporting events, and mobility, travel and tourism restrictions. Within our mobile operations, the lockdowns negatively impacted, primarily at C&W Caribbean and Networks and C&W Panama during the second quarter of 2020, our customers’ ability to recharge their prepaid mobile devices. In addition, we experienced declines in inbound roaming activity as a result of travel restrictions and reduced tourism activities in the markets in which we operate. These factors significantly impacted our B2B and mobile operations. For more information regarding the impacts of COVID-19 on our operations and financial results, see the 2020 Form 10-K. Despite these headwinds, the company generated robust adjusted free cash flow of $148 million during the year and delivered total revenue generating unit additions of 171,000, including record additions of 121,000 RGUs in Puerto Rico.

Although the challenges posed by the pandemic were significant, we proved resilient, swiftly adapting our operating model to keep our employees, customers and communities safe and connected, to preserve our business continuity, to accelerate our strategic transformation and to establish the foundation for the company to emerge stronger. Important highlights from the year include:

•Rapidly mobilized our emergency response teams across the region in late February and early March to adapt to changing workplace practices, and to implement controls and procedures to protect the health and safety of our employees, their families and our communities;

•Established a COVID-19 Task Force to ensure business continuity and reset our operations for the future, taking steps to preserve long-term business value;

•Developed key initiatives for zero-touch and digital interactions with customers;

•Preserved our network integrity by increasing capacity and adding spectrum;

•Took, and continue to take, significant actions to preserve cash and obtain additional capital to increase our liquidity;

•Made significant contributions to relief efforts, including creating an employee relief fund to assist during the pandemic with contributions from directors and executive officers;

•Engaged and partnered with key stakeholders, including governments, to address needs and deliver connectivity across our markets;

•Contributed significantly to remote learning and education efforts by offering free access to the Flow Study virtual learning platform for over 130,000 students across the Caribbean and donating devices to hundreds of students in need in the markets where we operate; and

•Maintained our commitment to inorganic growth by expanding our fixed networks and pursuing opportunistic M&A opportunities, including closing the acquisition of AT&T’s operations in Puerto Rico and USVI and agreeing to acquire Telefónica’s assets in Costa Rica.

During the pandemic, the Board and its committees actively oversaw the company's response to the pandemic. This included regular updates from and discussions with management. During the initial period of the pandemic, the CEO met with the Board every two weeks and distributed weekly updates on various metrics, including: people, health and safety; network performance; financial impact and balance sheet; and government and key stakeholder relations.

COVID-19 Related Compensation Decisions

Consistent with prior practice, the compensation committee approved the annual bonus plan and long-term incentive plan designs, including the performance targets for the annual bonus plan in February 2020, prior to the identification of COVID-19 as a pandemic by the World Health Organization and the resulting impacts on health, safety and our operations. During 2020, the compensation committee met with management and discussed the impact of COVID-19 on the business, the compensation for employees, including the NEOs, and the continued need to motivate, retain key personnel and protect jobs. As a result, the compensation committee took a number of steps to align the compensation of executives to the changed landscape while also adjusting certain aspects of our pay programs to ensure that the incentives would continue to achieve meaningful long-term value creation. As an initial step, management and the Board took actions to reduce costs and to preserve cash, given the overall uncertainty regarding the severity and duration of the pandemic. The compensation committee then shifted its focus to retaining executives and motivating them to achieve long-term value for the company and its shareholders. While the overall structure and design of our compensation and incentive plans for 2020 remained unchanged, some adjustments were made to address the unprecedented events. At its meeting in February 2021, the compensation committee considered management’s performance in light of COVID-19, taking into account performance against pre-established goals, overall organizational status and leadership in the face of the many challenges posed by the unprecedented pandemic. The actions taken included:

•Base Salary. The CEO elected to reduce his salary by 20% and other executives (including the other NEOs) elected to reduce their salaries by 15% for five months in an effort to reduce costs and avoid employee layoffs or furloughs. The CEO and other executives also elected to forfeit a portion of their 2018 PSU awards that were to vest in October 2020. The company used a portion of these savings to contribute to a fund set up to assist employees during the pandemic.

•Annual Bonus Plan. The committee maintained a performance-based bonus plan using metrics (revenue, operating free cash flow (OFCF), and customer engagement metric) consistent with prior years. As part of cash saving measures, it was required that certain participants in the annual bonus plan (including all executive officers) would receive any bonus in company stock rather than cash. As noted below under Design of 2020 Annual Bonus Program and 2020 Performance, because the original financial targets were set prior to the pandemic, the compensation committee revised the targets at its July meeting to align with the company’s revised budget. This was done to continue to motivate employees to increase performance and deliver results. The company achieved these results in 2020 as described below, resulting in a payout of approximately 102% under the bonus plan.

•Outstanding 2019 PSUs. The committee did not modify the performance goals for the PSUs granted in 2019, and applied the adjustment provisions provided for in the plan as described below, including adjusting for the impact of events like the pandemic and hurricanes that had a clear distortive effect. This resulted in the performance measure of the PSUs paying out at approximately 85%.

•2020 PSUs. The committee maintained the 2020 long-term incentive plan (comprised of multi-year SARs and PSUs) that was adopted before the pandemic. As described below under 2020 PSUs and SARs, the compensation committee recognized the difficulty in setting the target for the PSUs during 2020 because of the uncertainty resulting from the pandemic. The target was set at its meeting in February 2021 and is based on Adjusted OIBDA growth in 2021 with minimum and maximum target levels. This decision recognized the need to set the performance targets to align them with the new business landscape while remaining consistent with our compensation philosophy and objectives.

•2021 Decisions. In early 2021, the committee made several compensation related decisions to recognize the value, skills, capabilities and contributions of its executive team members and other key employees, including:

◦Maintained a performance-based annual bonus plan using metrics (revenue, OFCF, and customer engagement metric) consistent with prior years and set those targets based on the 2021 budget presented to the Board.

◦Given the continued uncertainty of the pandemic, in particular in the countries in which the company operates, decided to adopt a long-term incentive plan comprised of RSUs and SARs that vest over a three-year period that provides an appropriate level of motivation and retention and is also tied to shareholder returns with a larger percentage of the awards attributed to SARs.

◦Approved the Phoenix Awards, which are a one-time grant of performance-based SARs for our named executive officers and other key employees. These awards are designed to, among other things, motivate and reward employees to build momentum in the company’s operating performance over the next three years, drive the company to emerge stronger from the pandemic, and accelerate the company’s transition to a digital first company.

For more information, see Elements of Our Compensation Package below.

Overview of Compensation Process

The compensation committee of our Board was established for the purposes of assisting our Board in discharging its duties with respect to compensation of our executive officers and the administration of our incentive plans. In furtherance of its purposes, our compensation committee is responsible for identifying our primary goals with respect to executive compensation, implementing compensation programs designed to achieve those goals, subject to appropriate safeguards to avoid unnecessary risk taking, and monitoring performance against those goals and associated risks. The chair of our compensation committee reports to our Board on annual compensation decisions and on the administration of existing programs and development of new programs. In addition, meetings of the compensation committee can be attended by any director, including directors who are not committee members. The members of our compensation committee are “independent directors” (as defined under the Nasdaq rules) and “non-employee directors” (as defined in Rule 16b-3 of the SEC’s rules under the Exchange Act).

Compensation decisions with respect to our executive officers, including our NEOs, are made by our compensation committee. Our CEO is actively engaged in providing input to the compensation committee on compensation decisions for our other members of senior management in a variety of ways, including reviewing and

recommending annual salaries, annual performance goals and the level of target and/or maximum performance awards for his executive team and evaluating their performance. With the assistance of our Human Resources and Legal Departments, he is also involved in formulating the terms of proposed performance or incentive award programs for consideration by the compensation committee, evaluating alternatives and recommending revisions. Other senior officers, within the scope of their job responsibilities, participate in gathering and presenting to the compensation committee data and legal, tax and accounting analyses relevant to compensation and benefit decisions. Decisions with respect to our CEO’s compensation are made in private sessions of the compensation committee without the presence of management.

In making its compensation decisions, the compensation committee ultimately relies on the general business and industry knowledge and experience of its members and the committee’s own evaluation of company and NEO performance. However, the compensation committee has the authority under its charter to engage its own compensation consultants and other independent advisers, and the committee may retain a compensation consultant to assist it in evaluating proposed changes in compensation programs or levels of compensation and to provide comparative data.

Our shareholders voted, on an advisory basis, on the compensation of our NEOs (other than Mr. Khemka) at our 2018 annual general meeting of shareholders and received the approval of 98.9% of the aggregate votes cast on that proposal. No material changes were made to our executive compensation program as a result of this vote.

In early 2020, our compensation committee approved our NEOs’ 2020 target achievable annual cash performance awards, target annual equity awards for 2020, consisting of 2020 PSUs and share appreciation rights, and the financial and operational targets for earning the annual cash performance awards. The target achievable annual cash performance and annual equity awards for our NEOs were identical to the 2019 targets.

On November 1, 2017, we and our subsidiary, Liberty LA, entered into a multi-year employment agreement with Mr. Nair to serve as our President and CEO, the terms of which are described below under Employment and Other Agreements. On July 24, 2019, we and our subsidiary, Liberty LA, entered into employment agreements with each of our other NEOs, the terms of which are described below under Employment and Other Agreements. We believe that it is in our company’s best interest to have an employment agreement with Mr. Nair to serve as our CEO and with each of our other NEOs in order to promote stability in management, secure their services for the long term and implement appropriate restrictive covenants.

Compensation Philosophy and Goals

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

•Motivate our executives to maximize their contributions

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

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

•Pay for performance that meets or exceeds the established objectives

•Attract and retain superior employees

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

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

•Align executives’ interest with shareholders

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

•Require our executive officers to achieve and maintain significant levels of share ownership, further linking our executives’ personal net worth to long-term share price appreciation for our shareholders

Our performance-based compensation programs provide the opportunity to reward the NEOs and other senior management for contributing to annual and long-term financial, operational, and share price performance. A high percentage of the NEOs’ total compensation is aligned with shareholder interests and delivered in the form of multi-year performance-based equity incentive awards, a significant portion of which are further based on company or individual performance.

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

•the responsibilities assumed by the individual executive and the significance of the individual’s 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.

Setting Executive Compensation

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

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

We aim to compensate our executive officers at levels that are commensurate with the levels of compensation for executives in similar positions at a group of publicly-traded peer companies. These peer companies were selected

based on their similarity with respect to several criteria, including industry, market value, size and financial performance with respect to revenue, net income and EBITDA:


Altice USA, Inc.			Level 3 Communications, Inc.
AMC Networks Inc.			Millicom International Cellular S.A.
Cincinnati Bell Inc.			Telephone and Data Systems, Inc.
DISH Network Corporation			WideOpenWest, Inc.
Frontier Communications Corporation			Windstream Holdings, Inc.
IDT Corporation			Zayo Group Holdings, Inc.

Accordingly, we evaluate our executive compensation program, including our mix of cash and equity compensation, based on a review of this peer group. The compensation committee reviewed compensation data from these peer companies, and other relevant survey sources, to inform its decision about overall compensation opportunities and specific compensation elements. Our compensation committee generally targeted the 75th percentile of peer group compensation levels for our executive compensation program, subject to adjustments based on individual experience, expertise and performance.

Assessing NEO Performance

The compensation committee employs a thorough process to evaluate our NEOs’ performance that informs its compensation decisions for the year, including those related to a NEO’s base salary, annual performance awards and annual equity awards. This design allows our compensation committee to employ a holistic evaluation process, taking into account factors in and out of their control, while balancing it with our financial and shareholder outcomes, to get to a better result. All of our NEOs provided critical strategic vision and leadership to our company during 2020, in particular in managing Liberty Latin America through the pandemic, as noted above in "Company Response to COVID-19".

Our CEO’s performance goals for 2020 focused on six key areas: culture and leadership, customer and operational excellence, key financial and growth metrics, transformation initiatives, inorganic growth, and governance and reputation. Our CEO acted quickly and decisively following the advent of COVID-19 as a global pandemic and established an agile framework to address the challenges of the pandemic centered around eight areas as described below and tied to the six key areas noted above, each one led by a member of the executive team. In determining Mr. Nair's compensation for 2020, including the recognition bonus, our compensation committee recognized Mr. Nair’s strong leadership, integrity and focus on building a united culture in responding to the pandemic and noted that our company had a number of significant performance accomplishments in 2020 under the leadership of Mr. Nair, as described in the following:


Focus Area			Performance
			•Extended working from home arrangements and implemented office safety protocols •Directly communicated to all employees every two weeks and frequently brought people together in small group virtual sessions •Proactively supported employee health and well-being. Established a COVID-19 Employee Assistance Fund where employees could apply for grants up to $500 to support financial needs created by the pandemic. Employee engagement at an all-time high and increased by 30 points year over year


			•Added capacity, including through additional spectrum during the pandemic •Expanded fixed networks by either upgrading or adding ~400,000 homes passed, over 80% of which were via fiber-to-the-home technology •Increased mobile LTE population coverage to ~95% with LTE customer penetration of ~60%
			•Delivered total revenue generating unit additions of 171,000, including record additions of 121,000 RGUs in Puerto Rico, growing the broadband subscriber base there by 23% year-over-year •Drove customer relationship net promoter score (rNPS) improvement across the group despite pandemic headwinds, including increased call volumes due to lockdowns, a government moratorium in Panama and network challenges •Launched new products such as HubTV in Puerto Rico, Chile, Costa Rica and Panama
			•Interacted with government officials throughout the year to keep them informed and successfully lobbied against moratorium laws in a majority of the markets •Reinforced company principles through effective communications and role modelling behavior
			•Ensured business continuity and reset our operations for the future, including initiating a $150 million cost transformation initiative, accelerating the company’s digital agenda and increasing self-installations and improving collections
			•Achieved fiscal year 2020 financial guidance target by generating positive adjusted free cash flow of $148 million despite challenges resulting from the pandemic •Continued the process of strengthening our balance sheet and capital structure through various financing transactions, including repricing and refinancing exercises to continue to term out our debt, as well as successfully raising equity capital through a fully subscribed rights offering


			•Completed the acquisition of AT&T Inc.’s wireless and wireline operations in Puerto Rico and the U.S. Virgin Islands •Reached an agreement to acquire Telefónica S.A.’s operations in Costa Rica
			•Increased board engagement with weekly updates and bi-weekly update calls, in addition to regularly scheduled board meetings and executive sessions

Our CEO and executive team also led our approach to building human capital in 2020. A large part of these efforts in 2020 centered around our response to COVID-19 and equality, diversity and inclusion. We had to adapt quickly to the impact of the pandemic and rapidly put into place measures that would protect our employees, our customers, and our communities. As we were deemed an essential business across our markets, providing critical connectivity and access, we mobilized and equipped our office personnel to be able to work remotely, while supplying our front-line team members with appropriate personal protective equipment and sanitation supplies. We also created a COVID-19 Employee Assistance Fund where employees could apply for grants up to $500 to support financial needs created by the pandemic. We funded the Employee Assistance Fund through donations from members of our Board of Directors, our Executive Team and employees.

We learned from the events and global dialogue in 2020 that we can always improve our efforts in Equality, Diversity & Inclusion. During the year, we conducted a virtual listening tour across 22 countries to learn from our employees, understand their experiences within our company and in their community, and identify focus areas where we could implement initiatives that would drive progress. As an initial undertaking, this process of listening, asking questions, and being open to feedback created a heightened understanding of the need to continue to work on the areas of Equality, Diversity & Inclusion. As a result, we developed an Equality, Diversity and Inclusion strategy and established an employee volunteer team and a senior advisory team to oversee, guide and drive the strategy. Our CEO signed the CEO Action for Diversity & Inclusion pledge with a focus on four components: creating an environment for open dialogue, conducting implicit bias training, sharing best practices and lessons learned, and developing dedicated Diversity & Inclusion plans in consultation with our Board of Directors.

For more information regarding our company’s approach to Human Capital, see the 2020 Form 10-K.

In reviewing Mr. Nair’s performance, the compensation committee considered both what had been accomplished and how such accomplishments had been achieved. The compensation committee also considered Mr. Nair’s responsibilities with respect to overall corporate policy-making and management, in-depth knowledge of our operations and finances, the regulatory and organizational complexities in which we compete, as well as his strong leadership capabilities in delivering key long-term strategic objectives in a challenging global economy and his handling of unanticipated additional responsibilities and events, including the COVID-19 pandemic. In light of these significant accomplishments, Mr. Nair received a recognition bonus as part of the annual cash performance plan, whereby top performers are eligible to receive a payout over the annual bonus result (the Recognition Bonus Program). For more information regarding our annual bonus plan and the Recognition Bonus Program, see Annual Performance Awards below.

With respect to the individual performance of our other NEOs, the compensation committee reviewed and discussed their performance with our CEO, giving deference to our CEO’s evaluation of their performance against their respective 2020 performance goals as well as the contributions made to respond to the challenges presented by the COVID-19 pandemic as noted above in this section and under Company Response to COVID-19. The members of the compensation committee also have frequent interaction with each of these executives at meetings of the Board and events planned for the directors, which assists in informing their judgment and assessment. The individual performance goals for the NEOs related to their respective functional or operational areas of responsibility. In particular:

•Mr. Kenigsztein’s goals focused on the leadership of the operating companies, delivering commercial and operational targets, creating compelling propositions for customers, and leading a number of transformation programs, including digital transformation, and establishing a regional Operations Center in Panama. Mr. Kenigsztein’s was also responsible for leading the commercial strategy and plan to respond to the pandemic, including delivering total revenue generating unit additions of 171,000 and launching new products like HubTV in four markets.

•Mr. Khemka’s goals focused on leadership and execution of the T&I transformation program, optimizing operational synergies, evaluating our video and broadband strategies, and managing the capital expenditure investments across the company, including projects to extend our networks.Mr. Khemka was responsible for managing the performance and maintenance of the company’s networks around the region during the pandemic, in particular taking actions to address the unprecedented increase in capacity and usage.

•Mr. Noyes’ goals related to financial strategy, investor relations, strengthening the company’s balance sheet and liquidity, and ensuring compliance of all financial reporting, including progressing towards Sarbanes-Oxley compliance. Mr. Noyes was responsible for preserving the company’s balance sheet during the pandemic, leading the successful rights offering in September, driving the cost reduction initiatives noted above and delivering positive adjusted free cash flow for the year.

•Mr. Winter’s goals related to overseeing the company’s governance, risk and legal matters, establishing company-wide corporate policies, commercial contracting, oversight of regulatory matters, and effective execution of key financial and strategic transactions. During 2020, Mr. Winter was responsible for the discussions with government stakeholders in response to the pandemic, including limiting the impact of moratorium laws, and leading the company’s negotiations with the United States Department of Justice that ultimately resulted in the approval (subject to conditions) and closing of the AT&T Acquisition.

The compensation committee considered each NEO’s performance and overall leadership relative to the size and complexity of the business and the regions in which Liberty Latin America operates.

Elements of Our Compensation Packages

The implementation of our compensation approach is described below.

Base Salary

General. Base salary represents the least variable element of our executives’ compensation and is provided as an economic consideration for each executive’s level of responsibility, expertise, skills, knowledge, experience and value to the organization. Generally, decisions with respect to increases in base salaries are expected to be based on increased responsibilities, company-wide budgets and increases in the cost of living.

2020 Base Salaries. For 2020, the base salaries of Messrs. Nair, Kenigsztein, Khemka, Noyes and Winter were $1.25 million, $700,000, $625,000, $625,000 and $500,000, respectively. Mr. Nair's initial base salary is set in his employment agreement, the terms of which are described below under Employment and Other Agreements. As noted above, due to the impacts of the COVID-19 pandemic, Mr. Nair took a temporary pay cut of 20% for five months and each of Messrs. Kenigsztein, Khemka, Noyes and Winter took a temporary pay cut of 15% for five months.

Annual Performance Awards

General. Annual cash performance awards are one of the variable components of our executive officers’ compensation packages designed to motivate our executives to achieve our annual business goals and reward them for superior performance.

Generally, at its first regular meeting following the end of each fiscal year, the compensation committee reviews with our CEO the financial performance of our company during the prior year, his performance, his evaluation of the performance of each of the other members of senior management (including our NEOs) participating in the prior year’s annual cash performance award program and his recommendations for any recognition award. The compensation committee determines whether our financial performance for the prior fiscal year has satisfied the base performance objective set by the compensation committee, which is a precondition to the payment of any award to our CEO, and determines the percentage of the financial performance metric(s) that has been achieved. It then determines, in a private session, whether our CEO has met his individual performance goals for the year, whether he is entitled to any recognition bonus, and the amount to be paid to him with respect to his performance award. Starting with the 2019 annual cash performance plan, the compensation committee adopted the Recognition Bonus Program, whereby high performers within the company are eligible to receive, based on personal performance, a payout over the annual bonus amount, subject to the compensation committee’s approval of any recognition award for the NEOs. The compensation committee also approves the amount to be paid to the other participants in the program, including our other NEOs, with respect to their performance awards, and the terms of the annual cash performance award program for the current year, including, in a private session, the goals for our CEO for the coming year.

In connection with our annual cash performance award program, we encourage increased share ownership among management, including our NEOs, in our various countries, aligning incentives among employees and shareholders. As a result, our compensation committee implemented a shareholding incentive plan (SHIP) that allows certain members of management to elect to receive up to 100% of their annual performance awards in our Class A common shares, par value $0.01 per share, and our Class C common shares, par value $0.01 per share, in lieu of cash. A participant who elects to receive shares in respect to their annual cash performance award will also receive RSUs equal to 12.5% of the gross number of shares earned under the annual performance award. The RSUs will vest one year after the grant date, provided the participant holds all of the shares issued in respect to the respective annual performance award through that period. The number of common shares granted will be based on the closing prices of our LILA and LILAK shares on the date the performance award is paid and delivered on a one for two ratio between our LILA and LILAK shares. The option to receive and hold shares commenced with the 2018 annual performance bonus program.

Design of 2020 Annual Bonus Program and 2020 Performance. In approving the 2020 annual performance bonus program (the 2020 Annual Bonus Program) the compensation committee considered the following key elements of the 2019 Annual Bonus Program:

•the achievement of budgeted revenue and OFCF growth;

•the achievement of a target average rNPS; and

•the base performance objective for our CEO required that either 50% of 2020 budgeted revenue growth or 50% of 2020 budgeted OFCF growth be achieved.

The total bonus payout based on the above performance metrics is the sum of the percentages derived from the achievement in 2020 of such metrics, with a maximum payout of 150% for over-performance for each of revenue, OFCF and rNPS. The metrics are weighted as: (i) revenue, weighted 30%; (ii) OFCF, weighted 50%; and (iii) rNPS, weighted 20%. The 2020 target achievable performance award was $3.5 million for our CEO pursuant to the terms of his employment agreement and $1.0 million for each of the other NEOs.

Additionally, each participant is eligible for the Recognition Bonus Program, which could increase the 2020 annual bonus to up to 130% of the annual bonus result. Of note, budgeted revenue growth and budgeted OFCF growth provides for most of the total bonus payout amount for all participants.

The 2020 Annual Bonus Plan was adopted and approved in February 2020, prior to the World Health Organization declaring COVID-19 a world-wide pandemic. Accordingly, the design of the plan, performance metrics, and targets did not address the challenges and significant impacts of the pandemic on our operations and financial performance. After February 2020, the compensation committee made certain changes to the 2020 Annual Bonus Plan in response to the pandemic. First, to preserve the company’s cash position, the compensation committee agreed that certain participants in the 2020 Annual Bonus Plan, including the NEOs, would be required to take 100% of the bonus in company stock under the SHIP. Second, in July 2020, the compensation committee determined that the significant and unprecedented impact the pandemic was having on the company’s operations and financial performance warranted a reevaluation of the goals established pre-pandemic, including the performance targets originally set for the 2020 Annual Bonus Plan. The compensation committee also recognized that the 2020 Annual Bonus Plan would no longer serve to motivate the participants in that plan if no changes were made and acknowledged the importance to the company and its stakeholders the importance to keep management motivated and retained throughout the rest of the year. The adjusted performance metrics were based on management’s estimates for the performance of the company in revenue, OFCF and rNPS over the last seven months of the year, taking into account assumptions regarding the impact of the pandemic.

Growth was determined by comparing 2019 actual results, as adjusted for acquisitions, a disposition and FX, for the applicable metric to the amount budgeted for that metric in the 2020 audited consolidated financial statements as approved by our Board. The payout schedule for each financial metric is based on the percentage achievement against the target set at the July compensation committee meeting as noted above, as adjusted for events during the performance period such as acquisitions, dispositions, the impact of unforeseen changes in laws and regulations and changes in foreign currency exchange rates and accounting principles or policies that affect comparability.

At its meeting on February 19, 2021, the compensation committee reviewed the actual revenue and OFCF for 2020 based on our 2020 audited consolidated financial statements. It also considered whether to exercise its discretion to reduce the total bonus payout amount to any of our NEOs. The exercise of the compensation committee’s discretion was in each case based on its assessment of our 2020 financial performance and the individual NEO’s performance overall as compared to his 2020 performance goals, taking into account the payout schedules for financial and individual performance.

The following table provides further details of our 2020 Annual Bonus Program plan for our NEOs, including the levels that were pre-established for the quantitative goals and the actual achievement against those goals. The target levels established for the quantitative goals are bolded. At the February 19, 2021 meeting, the compensation

committee approved the payments to our NEOs with respect to their target achievable bonus as set forth in the table below.


Goal	Achievement Range (in millions, other than rNPS)	% of Target Bonus
Consolidated Adjusted Revenue(1) Actual Achievement	<$3,479 >$3,480-$3,557 $3,558 >$3,559 $3,585	0% 1%-29% 30% 31% - 45% 35.2%
Consolidated Adjusted OFCF(1), (2) Actual Achievement	<$782 >$783 - $821 $822 >$823 $819	0% 1% - 49% 50% 51% - 75% 47.0%
rNPS (relationship net promoter score compared to target)(3) Actual Achievement	-7.5 points > -7.5 < -2.5 points > -2.5 points - 0 points > 0 points - 2.5 points -0.6 points	0% 1% - 19% 20% 21% - 30% 20.0%
Percentage (%) of Target Achieved		102.2%
Actual Bonus for 2020(4)	Nair:	$4,650,100
	Kenigsztein	$1,022,000
	Noyes:	$1,022,000
	Khemka	$1,022,000
	Winter:	$1,328,600

(1)Adjustments were made in accordance with the terms of the 2020 Annual Bonus Program and for certain other unbudgeted events that our compensation committee, in its discretion and consistent with past practice, determined distorted performance against the financial performance metrics. These adjustments included (a) adjustments to 2019 revenue and OFCF to reflect foreign currency exchange rates with the 2020 exchange rates; (b) adjustments to exclude the impact of acquisitions made in 2020 and a disposal, which consisted of: (i) the results of the AT&T Acquisition, completed on October 31, 2020, (ii) the disposition of our operations in the Seychelles during the fourth quarter of 2019, and (iii) the results of a small acquisition in the Cayman Islands, acquired in July 2020; (c) adjusted the 2019 revenue and OFCF for the impact of the United Telecommunication Services N.V. (UTS) acquisition to be on the same basis as the 2020 reported amounts for such acquisition; and (d) the estimated impacts of hurricanes Isaias and Iota experienced in the third and fourth quarters of 2020. In the aggregate, the adjustments (x) to 2019 amounts resulted in a net decrease of revenue by $153 million and a net decrease of OFCF by $39 million, primarily related to foreign currency exchange rates, and (y) to 2020 amounts resulted in a net decrease of revenue by $182 million and OFCF decrease of $37 million, primarily related to the AT&T Acquisition.

(2)For purposes of the 2020 Annual Bonus Program, OFCF is defined as (i) operating income before depreciation and amortization, share-based compensation, provisions and provision releases related to significant litigation and impairment, restructuring and other operating items, less (ii) less property and equipment additions. Other operating items include (i) gains and losses on the disposition of long-lived assets, (ii) third-party costs directly associated with successful and unsuccessful acquisitions and dispositions, including legal, advisory and due

diligence fees, as applicable, and (iii) other acquisition-related items, such as gains and losses on the settlement of contingent consideration.

(3)rNPS ranges are against each underlying operation's target, and consolidated results are based on the weighted average consolidated rNPS results, which have a target bonus percentage ranging from 0% to 30%. The bonus payout is determined by this absolute points score target, depending on the variance from the target.

(4)To determine the final total bonus payout, the payout based on financial and operational performance is then multiplied by each NEO’s target achievable performance award, as approved by the compensation committee, and in the case of Messrs. Nair and Winter, who were awarded Recognition Bonus Award for their performance in 2020, such result was multiplied by 1.30.

Equity Incentive Awards

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

2020 PSUs and SARs. Our compensation committee’s approach to equity incentive awards for the senior management team has historically placed a significant emphasis on performance-based equity awards. The compensation committee sets a target annual equity value for each executive each year. For the equity incentive awards awarded through 2020, approximately two-thirds were delivered in the form of an annual award of performance-based restricted share units (PSUs) and approximately one-third in the form of an annual award of SARs. All of these awards are made pursuant to the Liberty Latin America 2018 Incentive Plan (Incentive Plan).

The 2020 PSUs have a two-year performance period. The percentage of the PSU award earned during the relevant performance period is subject to vesting in two equal installments during the year following the end of the performance period. Each year’s award of SARs is made at the same time as awards are made under our annual equity grant program for employees and on terms consistent with our standard form of SARs award agreement.

Pursuant to the Incentive Plan, the compensation committee approved, in early 2020, the target annual equity values for 2020 and granted an aggregate of 698,598 PSUs (the 2020 PSUs) to our CEO and the other NEOs of our company. Such 2020 PSUs were adjusted due to the rights offering conducted in September 2020 (the Rights Offering); accordingly, an additional 20,236 2020 PSUs were issued to our CEO and the other NEOs of our company as a result of such Rights Offering. The 2020 PSUs were divided with one-third as Class A PSUs and two-thirds as Class C PSUs. Each 2020 PSU represents the right to receive one Class A common share or Class C common share, as applicable, subject to performance and vesting. In 2020, the compensation committee also granted an aggregate of 1,248,000 SARs (the 2020 SARs) to our CEO and the other NEOs of our company. The 2020 SARs were divided with one-third as Class A SARs and two-thirds as Class C SARs.

The target annual equity values and grants for the 2020 PSUs and the 2020 SARs for our NEOs are set forth in the table below (as adjusted because of the Rights Offering):


		Two-thirds of Target Annual Equity Value in the Form of:		One-third of Target Annual Equity Value in the Form of:
Name and Position	Target Annual Equity Value	Class A 2020 PSU Grant	Class C 2020 PSU Grant	Class A 2020 SAR Grant	Class C 2020 SAR Grant
Balan Nair, Chief Executive Officer & President	6,500,000	123,562	257,861	220,734	441,468
Christopher Noyes, Senior Vice President & Chief Financial Officer (Principal Financial Officer)	1,500,000	28,514	59,506	50,939	101,878
Betzalel Kenigsztein, Former Senior Vice President & Chief Operating Officer	1,500,000	28,514	59,506	50,939	101,878
Vivek Khemka, Former Senior Vice President and Chief Technology and Product Officer	1,500,000	28,514	59,506	50,939	101,878
John M. Winter, Senior Vice President, Chief Legal Officer & Secretary	1,250,000	23,762	49,589	42,449	84,898

The performance period for the 2020 PSUs ends on December 31, 2021. As the performance measure, the compensation committee selected growth in operating cash flow (OCF) (operating income before depreciation and amortization, share-based compensation, provisions and provision releases related to significant litigation for litigation, and impairment, restructuring and other operating items), as adjusted for events such as acquisitions, dispositions and changes in foreign currency exchange rates and accounting principles or policies that affect comparability. In choosing OCF as the performance measure for the 2020 PSUs, the compensation committee’s goal was to ensure that the management team is focused on maximizing performance against a key financial metric used by our Board and management in evaluating our operating performance. In prior years, the compensation committee established the minimum and maximum target metric for the performance objectives in July of the first year of the performance period based on the company’s long-range plan reviewed with the Board in May of such year. Because of the pandemic, and the difficulty in providing clarity on the company’s expected results over the two-year performance period for the 2020 PSUs, the compensation committee determined in July 2020 to delay the setting of the performance target for the 2020 PSUs so that the committee would have better visibility of the impacts of the pandemic on the long-range plans for the company. At its meeting in February 2021, the compensation committee established the OCF target for purposes of the 2020 PSUs related to OCF growth and also established minimum and maximum thresholds, which could result in award recipients earning 50% to 150% of their target 2020 PSUs, subject to reduction or forfeiture based on individual performance. The OCF target is subject to upward or downward adjustment for certain events in accordance with the terms of the grant agreement. One-half of the earned 2020 PSUs will vest on March 15, 2022 and the balance on September 15, 2022.

The 2020 PSUs are subject to forfeiture or acceleration in connection with certain termination of employment or change in control events as described in —Potential Payments upon Termination or Change of Control—Termination of Employment—Death. The 2020 PSUs will convert to time-vested restricted share units following certain change in control events.

The 2020 SARs provide for vesting 33.33% of the shares on March 15, 2021 and the remaining shares in two equal installments on March 15, 2022 and March 15, 2023, respectively.

In adopting this approach to equity incentive compensation in 2020, the compensation committee made the following observations:

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

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

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

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

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

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

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

Decisions for 2019 PSUs. In March 2019, the compensation committee of the Board granted 412,671 PSUs (the 2019 PSUs) with a two-year performance period ending on December 31, 2020. The performance measure was based on a two-year OCF CAGR target. The 2019 PSUs required a performance of at least 50% of the target OCF CAGR for payout with over-performance payout opportunities if the OCF CAGR exceeded the target, subject to reduction or forfeiture based on individual performance. One-half of the earned 2019 PSUs will vest on April 1, 2021 and the balance will vest on October 1, 2021.

The following table sets forth the threshold, target and maximum performance levels and related payouts for the 2019 PSUs:


	Performance
	Performance Level	OCF CAGR	Payout
Maximum	125%	7.26%	150%
Target	100%	5.81%	100%
Threshold	50%	2.91%	50%

The compensation committee determines the actual payout by “straight-line interpolation” if our actual OCF CAGR for the performance period falls between the specified threshold, target and maximum performance levels in the table. The actual OCF CAGR for the performance period is calculated by comparing 2020 OCF against 2019 OCF, as adjusted for events during the performance period such as acquisitions, dispositions and changes in foreign currency exchange rates and accounting principles or policies that affect comparability. The compensation committee may also adjust the target OCF CAGR for extraordinary events that distort performance.

At its February 19, 2021 meeting, our compensation committee reviewed management’s calculations of 2019 and 2020 OCF and the resulting OCF CAGR, as adjusted pursuant to the terms of the 2019 PSU grant agreements. The required adjustments to the OCF for 2019 and 2020 made pursuant to the terms of the 2019 PSU grant agreements included adjustments to (1) reflect consistent foreign currency exchange rates, and (2) remove the effects of the acquisitions (and related impacts of such acquisitions, including integration costs) of AT&T assets in Puerto

Rico and USVI and a small acquisition in the Cayman Islands, as these are acquisitions to be excluded pursuant to the guidelines, (3) adjusted the base OCF level for the impacts of the acquisitions of Cabletica and UTS to be on the same basis as the 2020 reported amounts for such acquisitions and (4) remove OCF related to our operations in the Seychelles following our disposition of this operation in November 2019. As permitted by the 2019 PSU grant agreements, the compensation committee also approved adjustments for certain events or circumstances that in its view distorted performance. These discretionary revisions to the target OCF CAGR included adjustments (a) adding back of estimated OCF impact related to the COVID-19 pandemic, (b) remove from OCF in 2018 an estimate of the political and social unrest in Chile from late October 2019 through year-end 2019 (excluding any FX impact noted in (1) above), and (c) adding back of estimated OCF impact related to Hurricanes Dorian, Isaias and Iota in August and September 2019.

The required and discretionary adjustments, in the aggregate, reduced our OCF for 2018 of $1,486.5 million to $1,416.0 million, and increased our OCF for 2020 of $1,486.2 to $1,559.7. Based on the foregoing, the compensation committee determined that approximately 85.19% of the target OCF CAGR had been achieved. This determination was made by dividing the adjusted actual OCF CAGR achieved (4.95%) by the target OCF CAGR (5.81%) using maximum available precision. That percentage achievement of the target OCF CAGR, which fell between the threshold and target levels in the preceding table, translated into 85.19% of the target 2019 PSUs being earned. The compensation committee further determined that based on each NEO’s individual performance over the performance period, no reduction would be made to the percentage of target 2019 PSUs, which had been earned based on financial performance.

The table below sets forth the actual number of the 2019 PSUs that were earned and which were converted to time-vested RSUs pursuant to the terms of the 2019 PSUs, including the additional PSUs granted to each NEO as an adjustment of outstanding 2019 PSUs in connection with the Rights Offering.


Name	LLA Class A RSUs	LLA Class C RSUs
Balan Nair	62,179	129,763
Christopher Noyes	14,349	29,946
Betzalel Kenigsztein	14,349	29,946
Vivek Khemka	14,349	29,946
John Winter	11,957	24,955

2021 Long-Term Equity Awards. Pursuant to the Incentive Plan, in March 2021, the compensation committee approved the target annual equity values for 2021 and granted an aggregate of 656,382 RSUs (the 2021 RSUs) and 1,378,557 SARs (the 2021 SARs) to our CEO and the other NEOs of the company.

For the 2021 long-term incentive program, the compensation committee determined that a combination of 40% SARs and 60% RSUs was appropriate for all recipients, including our named executive officers. Reflecting the approximate ratio of outstanding shares of the company's Class A and Class C common shares, and past practice in its incentive plans, the RSUs and SARs are each issued in common shares at a ratio of one-third Class A and two-thirds Class C. This approach conforms the 2021 equity grants with the market practice to provide a form of time-vested awards for all grant recipients in the RSUs and to align compensation with shareholder returns with the SARs.

The following table summarizes the target annual equity values and number of 2021 RSUs and 2021 SARs granted to our NEOs:


		60% of Target Annual Equity Value in the Form of		40% of Target Annual Equity Value in the Form of
Name and Position	Target Annual Equity Value	Class A 2021 RSU Grant	Class C 2021 RSU Grant	Class A 2021 SAR Grant	Class C 2021 SAR Grant
Balan Nair, Chief Executive Officer & President	6,500,000	93,257	186,514	195,860	391,720
Christopher Noyes, Senior Vice President & Chief Financial Officer (Principal Financial Officer)	2,500,000	35,868	71,736	75,331	150,662
Betzalel Kenigsztein, Former Senior Vice President & Chief Operating Officer	2,250,000	28,694	57,388	60,265	120,530
Vivek Khemka, Former Senior Vice President and Chief Technology and Product Officer	2,000,000	32,281	64,562	67,798	135,596
John M. Winter, Senior Vice President, Chief Legal Officer & Secretary	2,000,000	28,694	57,388	60,265	120,530

The 2021 RSUs and 2021 SARs are subject to shareholder approval of an amendment to the Incentive Plan to increase the number of shares authorized under the plan, as set forth in Proposal 4. One-third of the 2021 RSUs and 2021 SARs vest on March 15th of the years 2022, 2023 and 2024. The SARs have a term of ten years (increased from seven years in our previous grants) and base prices equal to the market closing price of the common shares on the grant date of March 16, 2021, which was $14.00 for LILA and $14.10 for LILAK. The SARs and RSUs are subject to tax withholding, forfeiture, acceleration, amendment or other terms in connection with certain terminations of employment, change-of-control events and other terms with executives, generally consistent with the terms of equity awards previously granted by the company.

2021 Phoenix Incentive Awards. As noted above, the compensation committee has three primary objectives with respect to executive compensation - motivation, retention and alignment of interests to create shareholder value. Pursuant to the Incentive Plan, on March 16, 2021, the Committee approved a one-time grant of performance-based share appreciation awards (the Phoenix Awards) for our NEOs and other key employees. The Phoenix Awards are designed to motivate and reward employees to build momentum in the company's operating performance over the next three years, drive the company to emerge stronger from the pandemic, accelerate the company’s transition to a digital first company, retain key executives and to drive our senior management toward attaining increased shareholder value over the three-year performance period.

The Phoenix Awards are in the form of performance-based share appreciation rights (PSARs). Reflecting the approximate ratio of outstanding shares of the company's Class A and Class C common shares, and past practice in its incentive plans, the PSARs are each issued in common shares at a ratio of one-third Class A and two-thirds Class C. Each PSAR represents the right to receive a payment in shares or, if the compensation committee so determines, cash or a combination of cash and shares, equal to the excess of the fair market value of the common shares on the day of exercise over the base price specified in the grant, subject to performance and vesting. The performance period for the Phoenix Awards is the period beginning January 1, 2021 and ending December 31, 2023, and the Phoenix Awards will vest on March 16, 2024 based on the continued employment of the recipient through this date.

The Phoenix Award for our CEO is 3 million (comprised of 1 million Class A PSARs and 2 million Class C PSARs) and for each of the other named executive officers is 300,000 PSARs (comprised of 100,000 Class A

PSARs and 200,000 Class C PSARs), except the Phoenix Award for Betzalel Kenigsztein is 100,000 PSARs (comprised of 33,333 Class A PSARs and 66,667 Class C PSARs).

The PSARs are subject to shareholder approval of an amendment to the Incentive Plan to increase the number of shares authorized under the plan, as set forth in Proposal 4. The PSARs have a term of ten years and base prices equal to the market closing price of our Class A and Class C common shares on the grant date, which was $14.00 for LILA and $14.10 for LILAK. The Phoenix Awards have performance conditions based on achievement of individual objectives in each of the years 2021, 2022, and 2023. These objectives consist of quantitative and qualitative measures, which include individual strategic, financial, transactional, organizational and/or operational goals.

The Phoenix Awards are subject to tax withholding, forfeiture, acceleration, amendment or other terms in connection with certain terminations of employment, change-of-control events and other terms with executives, generally consistent with the terms of equity awards previously granted by the company.

Share Ownership Policy

Our compensation committee has established an Executive Share Ownership Policy, effective March 2018, for our executive officers and senior officers. The purpose of the Executive Share Ownership Policy is to ensure that our officers have a significant stake in our long-term success and are aligned with our shareholders. As a result, the compensation committee established guidelines for ownership of our common shares based on an individual’s level in our company and expressed as a multiple of base salary as follows:


Position						Guideline
Chief Executive Officer						5 times base salary
Chief Financial Officer, Chief Operating Officer, Chief Technology and Product Officer and Chief Legal Officer						4 times base salary
All other members of the Executive Leadership Team						3 times base salary

Executive and senior officers, who were subject to the policy at the time of adoption, were expected to be in compliance with the ownership guidelines within four years of the policy’s effective date. New executive and senior officers must be in compliance within four years of the date they become subject to the policy. In calculating the value of common shares owned by an executive and a senior officer, the policy includes the value of common shares owned jointly with and separately by the officer’s spouse and minor children, 50% of the value of vested common shares held in the officer’s account in the Liberty Latin America 401(k) Savings and Stock Ownership Plan, and 50% of the in-the-money value of vested options and SARs.

Deferred Compensation Plan

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

Other Benefits

We do not offer perquisites and other personal benefits on a general basis to our executive officers. The personal benefits we have provided are limited to personal use of our corporate aircraft and an executive health plan.

Under our aircraft policy, members of our Board, our CEO, other executive officers and certain senior officers, with our CEO’s or Chief Legal Officer’s approval, may use our corporate aircraft for personal travel, subject to reimbursing us for the aggregate incremental costs incurred, plus applicable taxes. Incremental costs may include fuel, oil, lubricants and other additives, hangar and tie down costs away from aircraft home airport, travel expenses for crew, landing and parking fees, customs and immigration fees, insurance obtained for a specific flight, in-flight food and beverage services, ground transportation, de-icing fees and flight planning and weather contract services. Pursuant to his employment agreement, the annual flight hours for Mr. Nair’s personal use of our aircraft is 50 hours per year without cost reimbursement. If Mr. Nair’s personal use of our aircraft exceeds 50 annual flight hours for a relevant calendar year, he will also be obligated to pay us the aggregate incremental cost of such usage over his allotted 50 annual flight hours. Also under our aircraft policy, our CEO and, with his approval, our other executive officers and certain senior officers may have family members or other personal guests accompany them on our corporate aircraft while traveling on business without reimbursing us for the incremental cost attributable to the personal guest.

The taxable income of an officer will include imputed income equal to the value of the personal use of our aircraft by him and by his personal guests determined using a method based on the Standard Industry Fare Level (SIFL) rates, as published by the U.S. Internal Revenue Service (IRS). Income is imputed only to the extent that the value derived by such applicable method exceeds the amount the officer pays us for such personal use.

We also provide an executive health plan for our executive and senior officers to proactively manage and improve their health. The benefits of this program include a complete medical history review, annual physical examinations, comprehensive laboratory testing, diagnostic testing and consultations with specialists.

Tax and Accounting Considerations

Under the 2017 Tax Act, Section 162(m) of the Code and the regulations and interpretations promulgated thereunder was amended effective for 2018 to prohibit the deduction of compensation in excess of $1.0 million paid to “covered employees”, which may limit our ability to deduct all compensation paid to certain of our executives in the future. Effective for our taxable year beginning January 1, 2018, the exception under Section 162(m) for performance-based compensation will no longer be available, subject to transition relief for certain grandfathered arrangements in effect as of November 2, 2017. To the extent the transition relief is available under the 2017 Tax Act to preserve deductions under Section 162(m) grandfathered arrangements, the committee may determine to satisfy those requirements although we have not adopted a policy requiring eligible compensation to be deductible. While the compensation committee considers the accounting and tax implications of its compensation decisions, other important considerations may outweigh such tax or accounting implications, and the compensation committee reserves the right to establish compensation arrangements that may not be fully tax deductible under applicable tax laws. Our compensation committee endeavors to ensure that any compensation that could be characterized as non-qualified deferred compensation complies with Section 409A of the Code.

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

Recoupment Policy

We have a recoupment policy, which is reflected in the terms of our PSU awards and our annual cash performance awards for executive officers, that provides that if our consolidated financial statements for any of the years relevant to the determination of whether the applicable performance metrics have been met are required to be restated at any time as a result of an error (whether or not involving fraud or misconduct) and our compensation committee determines that if the financial results had been properly reported the portion of the awards that would

have been earned by participants would have been lower than the awards actually earned by them, then each participant will be required to refund and/or forfeit the excess amount of his or her earned award.

Post-Employment Benefits and Change in Control

Our CEO and each of our NEOs are entitled to post-employment benefits under their respective employment agreements. See Employment and Other Agreements below. Additionally, our NEOs and executive officers are entitled to the same benefit of accelerated vesting of all or part of conventional equity awards made under the Incentive Plan on certain termination-of-employment events as other holders of such awards. Similarly, the Incentive Plan provides the same treatment to all holders of conventional equity awards granted under these plans upon the occurrence of certain change in control events. Accordingly, the existence of these potential post-employment and change in control benefits has not influenced our compensation committee’s decisions with respect to executive compensation.

In designing the terms for the PSU awards, our compensation committee determined that only a limited set of events would warrant automatic acceleration of awards thereunder. The terms of the PSU awards do not guarantee that any portion of an award will be deemed earned upon termination of employment, except as a result of death, nor that vesting of earned awards will be accelerated upon termination of employment, except as a result of death or disability. Awards will only be accelerated upon specified change in control events if the awards are not continued on the same terms and conditions or, in the case of certain corporate reorganization transactions, effective provision has not been made for the assumption or continuation of the awards on equivalent terms.

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

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

Timing of Equity Awards

For purposes of determining the number of LILA and LILAK awards to be granted each year for the target annual equity values of our executive officers and other key employees, our compensation committee expects to use the 5-day volume weighted-average prices of such shares leading up to the date of such committee’s approval of the grants to determine the number of awards to issue. The grant date for such awards occurs in March of each year. For 2020 and 2021, awards were granted in mid-March. As a relatively new company, our compensation committee continues to evaluate appropriate timing of grants under our annual equity grant program and may determine to grant awards at another time in subsequent years. Grants of equity awards to eligible employees would otherwise only be made in connection with significant events, such as hiring or promotion.

Policies Regarding Hedging

Our Board has adopted an Insider Trading Policy that requires each of our directors and executive officers to pre-clear all proposed transactions in our company’s securities, including hedging or monetization transactions, with the Legal Department or our company’s outside counsel. The policy prohibits short sales of our company’s securities by any director or employee. We do not have a policy that specifically prohibits our directors or executive officers from hedging the economic risk of share ownership.

Compensation Committee Report

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


Submitted by the Members of the Compensation Committee Miranda Curtis (chair) Paul A. Gould Eric L. Zinterhofer

Summary Compensation Table

The following table sets forth information concerning the compensation of our NEOs for fiscal years 2020, 2019 and 2018:


Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)(1)	Option Awards ($)(2)	Non-Equity Incentive Plan Compensation ($)(3)	Change in Pension Value and Nonqualified Deferred Compensation Earnings($)(4)	All Other Compen-sation ($)(5)	Total ($)

	2020	1,145,833	—	7,643,161	4,054,074	2,325,050	1,245,039	65,205	16,478,363
Balan Nair	2019	1,250,000	—	6,943,346	2,932,965	1,320,200	48,831	86,913	12,582,255
Chief Executive Officer & President	2018	1,250,000	1,500,000	6,436,213	2,562,779	1,431,000	1,249	112,207	13,293,448

	2020	560,938	—	1,730,721	935,563	511,000	—	21,117	3,759,338
Christopher Noyes	2019	550,000	—	2,203,493	676,845	—	—	24,613	3,454,951
Senior Vice President & Chief Financial Officer	2018	550,000	—	1,773,099	640,695	—	—	24,639	2,988,433

	2020	627,083	—	2,307,569	935,563	—	55,776	131,557	4,057,547
Betzalel Kenigsztein	2019	700,000	—	1,177,980	676,845	660,100	9,468	34,116	3,258,509
Former Senior Vice President & Chief Operating Officer	2018	700,000	—	1,112,704	640,695	667,800	700	62,668	3,184,567

	2020	585,938	—	1,812,592	935,563	408,800	3,980	24,420	3,771,292
Vivek Khemka	2019	625,000	—	1,655,374	676,845	235,750	557	24,758	3,218,285
Former Senior Vice President & Chief Technology and Product Officer	2018	195,313	—	1,065,995	695,487	147,188	—	4,230	2,108,213

	2020	468,750	—	1,696,272	779,633	511,000	8,988	21,117	3,485,759
John Winter	2019	500,000	—	1,777,272	564,042	—	—	30,431	2,871,745
Senior Vice President, Chief Legal Officer & Secretary	2018	500,000	—	1,311,785	533,901	—	—	25,864	2,371,550

(1)The 2020 dollar amounts shown in the “Stock Awards” column reflect (a) the grant date fair value of the LILA and LILAK shares issued to each NEO on March 1, 2021 for the equity portion of the 2020 Annual Bonus Program payments earned by the NEOs and issued pursuant to our SHIP, (b) the grant date fair value of the additional grants of LILA and LILAK RSUs under the SHIP representing 12.5% of the gross number of LILA and LILAK shares the NEOs received as described in (a), (c) the grant date fair value of each NEO’s target

2020 PSUs determined in accordance with Topic 718 of the Financial Accounting Standards Board’s Accounting Standards Codification (ASC 718), (d) the grant date fair value of the RSUs granted to each NEO as adjustment to outstanding awards in connection with the 2020 Rights Offering, and (e) the grant date fair value of the target number of PSUs granted to each NEO as adjustment to outstanding PSUs in connection with the 2020 Rights Offering. The 2019 dollar amounts shown in the “Stock Awards” column reflect (a) the grant date fair value of the LILA and LILAK shares issued to each NEO on March 13, 2020 for the equity portion of the 2019 Annual Bonus Program payments earned by the NEOs and issued pursuant to our SHIP, (b) the grant date fair value of the additional grants of LILA and LILAK RSUs under the SHIP representing 12.5% of the gross number of LILA and LILAK shares the NEOs received as described in (a), and (c) the grant date fair value of each NEO’s target 2019 PSUs determined in accordance with ASC 718. The 2018 dollar amounts shown in the “Stock Awards” column reflect (a) the grant date fair value of the LILA and LILAK shares issued to each NEO on March 15, 2019 for the equity portion of the 2018 Annual Bonus Program payments earned by the NEOs and issued pursuant to our SHIP, (b) the grant date fair value of the additional grants of LILA and LILAK RSUs under the SHIP representing 12.5% of the gross number of LILA and LILAK shares the NEOs received as described in (a), (c) the grant date fair value of Mr. Khemka’s sign-on award of LILA and LILAK RSUs, and (d) the grant date fair value of each NEO’s target 2018 PSUs determined in accordance with ASC 718. For a description of the assumptions used in these calculations, see Notes 3 and 16 to our consolidated financial statements for the year ended December 31, 2020, which are included in the 2020 Form 10-K.

(2)The 2020 dollar amounts shown in the “Option Awards” column reflect the grant date fair value of SAR awards approved in 2020 and granted on March 13, 2020 to our NEOs determined in accordance with ASC 718. The dollar amounts for the SAR awards reflect the impact of estimated forfeitures and assume a risk-free interest rate of 0.72%, a volatility rate ranging from 35.33% to 35.44% and an expected term of 7.0 years. The 2019 dollar amounts shown in the “Option Awards” column reflect the grant date fair value of SAR awards approved in 2019 and granted on April 1, 2019 to our NEOs determined in accordance with ASC 718. The dollar amounts for the SAR awards reflect the impact of estimated forfeitures and assume a risk-free interest rate of 2.44%, a volatility rate ranging from 34.93% to 35.03% and an expected term of 7.0 years. The 2018 dollar amounts shown in the “Option Awards” column reflect the grant date fair value of SAR awards approved in 2018 to our NEOs determined in accordance with ASC 718. The dollar amounts for the SAR awards reflect the impact of estimated forfeitures and assume a risk-free interest rate ranging from 2.92% to 3.05%, a volatility rate of ranging from 32.00% to 32.95% and an expected term of 7.0 years. For a further description of the assumptions used in these calculations, see Notes 3 and 16 to our consolidated financial statements for the year ended December 31, 2020, which are included in the 2020 10-K.

(3)The 2020 dollar amounts in the “Non-Equity Incentive Plan Compensation” column reflect the portion of the payment earned by the NEOs under the 2020 Annual Bonus Program and which the applicable NEO elected to defer under the Deferred Compensation Plan. The compensation committee determined the final award amounts at its February 19, 2021 meeting. The awards were paid out in March 2021. The dollar amounts in the “Non-Equity Incentive Plan Compensation” column also reflect the cash payments earned by the NEOs under the 2019 Annual Bonus Program and the 2018 Annual Bonus Program, respectively. The awards were paid out in March 2019 and March 2018, respectively.

(4)The dollar amounts shown in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column reflect the above-market value of accrued interest on compensation previously deferred by the applicable NEO under our Deferred Compensation Plan. The above-market value of accrued interest is that portion of the accrued interest equal to the amount that exceeds 120% of the applicable federal long-term rate (with compounding) at the time the interest rate under the Deferred Compensation Plan was set. Additionally, for the 2020 year, the dollar amount shown in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column reflects the portion of a reimbursement paid to Liberty Global plc in 2020 for above-market interest accrued in 2018, 2019 and 2020 on compensation previously deferred by the applicable NEO under the Liberty Global, Inc. Deferred Compensation Plan in connection with their service for Liberty Global prior to the Split-Off, as shown in the table below:


Name	Above-market interest reimbursement for 2018 ($)	Above-market interest reimbursement for 2019 ($)	Above-market interest reimbursement for 2020 ($)
Balan Nair	333,741	302,322	472,519
Betzalel Kenigsztein	19,526	10,486	0
John Winter	2,326	2,434	4,227

(5)The following table provides additional information about the 2020 amounts that appear in the “All Other Compensation” column in the Summary Compensation Table above:


Name	401(k) Plan ($)(a)	Life Insurance ($)(b)	Meals ($)(b)	Airplane Usage ($)(b)	Miscellaneous ($)(c)	Total ($)
Balan Nair	19,500	602	515	30,587	14,000	65,205
Christopher Noyes	19,500	602	515	—	500	21,117
Betzalel Kenigsztein	7,000	100	309	2,767	121,381	131,557
Vivek Khemka	19,500	504	515	51	3,850	24,420
John Winter	19,500	602	515	—	500	21,117

(a)Represents matching employer contributions made under the Liberty Latin America 401(k) Savings and Stock Ownership Plan. Under such plan, participants may make contributions annually, subject to U.S. federal limits, and Liberty Latin America 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 Latin America’s incentive plans). Voluntary catch-up contributions permitted under U.S. federal law for persons age 50 or older, however, are not matched.

(b)Amounts reflect the following:

•Premiums for term life insurance under our group term life insurance benefit plan for U.S. employees.

•Payments made on behalf of Messrs. Nair, Noyes, Kenigsztein, Winter and Khemka related to Liberty Latin America’s on-site cafeteria.

•Our aggregate incremental cost attributable to personal use of our aircraft or having a personal guest on a business flight by each of the following NEOs is: Mr. Nair ($30,587), Mr. Kenigsztein ($2,767) and Mr. Khemka ($51). 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.

(c)Amounts reflect the following:

•Payments made on behalf of Messrs. Nair, Noyes, Kenigsztein, Winter and Khemka under our executive health plan.

•Payments to Mr. Kenigsztein related to housing and relocation costs for his move to Panama ($45,224) and to Messrs. Nair and Kenigsztein related to travel.

•Payments to Mr. Nair to reimburse for educational expenses ($7,190).

(6)Mr. Khemka joined our company in September 2018.

Grants of Plan-Based Awards

The table below sets forth certain information concerning the grants of equity based awards and the annual performance bonus awards approved and granted to our NEOs under the Incentive Plan during the year ended December 31, 2020, as described above in —Compensation Discussion and Analysis—Elements of Our Compensation Packages.


			Estimated Possible Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (#) (2)	All other Option Awards Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($/sh)	Grant Date Fair Value of Stock & Option Awards ($)
Name	Grant Date	Board/ Committee Action Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)
Balan Nair
	3/15/2021 (1)	02/21/2020	875,000	1,750,000	2,275,000	—	—	—	—	—	—	—
LILA	3/13/2020 (2)	03/13/2020	—	—	—	—	—	—	—	220,734	10.42	1,780,595
	3/13/2020 (3)	02/20/2019	—	—	—	—	—	—	102,549	—	—	1,068,561
	3/13/2020 (4)	03/13/2020	—	—	—	61,781	123,562	185,343	—	—	—	1,287,516
	3/15/2021 (5)	02/21/2020	—	—	—	328,125	656,250	853,125	—	—	—	—
LILAK	3/13/2020 (2)	03/13/2020	—	—	—	—	—	—	—	441,468	10.48	2,273,479
	3/13/2020 (3)	02/20/2019	—	—	—	—	—	—	205,098	—	—	2,149,427
	3/13/2020 (4)	03/13/2020	—	—	—	123,562	247,124	370,686	—	—	—	2,589,860
	3/15/2021 (5)	02/21/2020	—	—	—	656,250	1,312,500	1,706,250	—	—	—	—
	10/1/2020 (6)	09/21/2020	—	—	—	—	—	—	64,005	—	—	558,764
	10/1/2020 (7)	09/21/2020	—	—	—	3,172	6,344	9,516	—	—	—	55,383
	10/1/2020 (8)	09/21/2020	—	—	—	5,369	10,737	16,106	—	—	—	93,734
Christopher Noyes
	3/15/2021 (1)	02/21/2020	—	500,000	650,000	—	—	—	—	—	—	—
LILA	3/13/2020 (2)	03/13/2020	—	—	—	—	—	—	—	50,939	10.42	410,910
	3/13/2020 (3)	02/21/2019	—	—	—	—	—	—	42,821	—	—	446,195
	3/13/2020 (4)	03/13/2020	—	—	—	14,257	28,514	42,771	—	—	—	297,116
	3/15/2021 (5)	02/21/2020	—	—	—	—	187,500	243,750	—	—	—	—
LILAK	3/13/2020 (2)	03/13/2020	—	—	—	—	—	—	—	101,878	10.48	524,653
	3/13/2020 (3)	02/20/2019	—	—	—	—	—	—	85,642	—	—	897,528
	3/13/2020 (4)	03/13/2020	—	—	—	28,514	57,028	85,542	—	—		597,653
	3/15/2020 (5)	02/21/2020	—	—	—	—	—	—	14,274	—	—	124,612
	10/1/2020 (6)	09/21/2020	—	—	—	732	1,464	2,196	—	—	—	12,781


			Estimated Possible Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (#) (2)	All other Option Awards Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($/sh)	Grant Date Fair Value of Stock & Option Awards ($)
Name	Grant Date	Board/ Committee Action Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)
	10/1/2020 (7)	09/21/2020	—	—	—	1,239	2,478	3,717	—	—	—	21,633
	10/1/2020 (8)	09/21/2020	—	—	—	—	375,000	487,500	—	—	—	—
Betzalel Kenigsztein
LILA	3/13/2020 (2)	03/13/2020	—	—	—	—	—	—	—	50,939	10.42	410,910
	3/13/2020 (3)	02/20/2019	—	—	—	—	—	—	10,141	—	—	105,669
	3/13/2020 (4)	03/13/2020	—	—	—	14,257	28,514	42,771	—	—	—	297,116
	3/15/2021 (5)	02/21/2020	—	—	—	—	375,000	487,000	—	—	—	—
LILAK	3/13/2020 (2)	03/13/2020	—	—	—	—	—	—	—	101,878	10.48	524,653
	3/13/2020 (3)	02/20/2019	—	—	—	—	—	—	20,282	—	—	212,555
	3/13/2020 (4)	03/13/2020	—	—	—	28,514	57,028	85,542	—	—	—	597,653
	3/15/2021 (5)	02/21/2020	—	—	—	—	750,000	975,000	—	—	—
	10/1/2020 (6)	09/21/2020	—	—	—	—	—	—	14,500	—	—	126,585
	10/1/2020 (7)	09/21/2020	—	—	—	732	1,464	2,196	—	—	—	12,781
	10/1/2020 (8)	09/21/2020	—	—	—	1,239	2,478	3,717	—	—	—	21,633
John Winter
	3/15/2021 (1)	02/21/2020	—	500,000	650,000	—	—	—	—	—	—	—
LILA	3/13/2020 (2)	03/13/2020	—	—	—	—	—	—	—	42,449	10.42	342,423
	3/13/2020 (3)	02/20/2019	—	—	—	—	—	—	33,806	—	—	352,259
	3/13/2020 (4)	03/13/2020	—	—	—	11,881	23,762	35,643	—	—	—	247,600
	3/15/2021 (5)	02/21/2020	—	—	—	—	187,500	243,750	—	—	—	—
LILAK	3/13/2020 (2)	03/13/2020	—	—	—	—	—	—	—	84,898	10.48	437,209
	3/13/2020 (3)	02/20/2019	—	—	—	—	—	—	67,612	—	—	708,574
	3/13/2020 (4)	03/13/2020	—	—	—	23,762	47,524	71,286	—	—	—	498,052
	3/15/2021 (5)	02/21/2020	—	—	—	—	375,000	487,500	—	—	—	—
	10/1/2020 (6)	09/21/2020	—	—	—	—	—	—	10,258	—	—	89,552
	10/1/2020 (7)	09/21/2020	—	—	—	611	1,221	1,831	—	—	—	10,659
	10/1/2020 (8)	09/21/2020	—	—	—	1,033	2,065	3,098	—	—	—	18,027
Vivek Khemka


			Estimated Possible Payouts Under Non-Equity Incentive Plan Awards				Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (#) (2)	All other Option Awards Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($/sh)	Grant Date Fair Value of Stock & Option Awards ($)
Name	Grant Date	Board/ Committee Action Date	Threshold ($)		Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)
	3/15/2021 (1)	02/21/2020	$	—	400,000	520,000	—	—	—	—	—	—	—
LILA	3/13/2020 (2)	03/13/2020	—		—	—	—	—	—	—	50,939	10.42	410,910
	3/13/2020 (3)	02/20/2019	—		—	—	—	—	—	23,355	—	—	264,199
	3/13/2020 (4)	03/13/2020	—		—	—	14,257	28,514	42,771	—	—	—	297,116
	3/15/2021 (5)	02/21/2020	—		—	—	—	225,000	292,500	—	—	—	—
LILAK	3/13/2020 (2)	03/13/2020	—		—	—	—	—	—	—	101,878	10.48	524,653
	3/13/2020 (3)	02/20/2019	—		—	—	—	—	—	50,710	—	—	531,441
	3/13/2020 (4)	03/13/2020	—		—	—	28,514	57,028	85,542	—	—	—	597,653
	3/15/2021 (5)	02/21/2020	—		—	—	—	450,000	585,000	—	—	—	—
	10/1/2020 (6)	09/21/2020	—		—	—	—	—	—	10,482	—	—	91,508
	10/1/2020 (7)	09/21/2020	—		—	—	732	1,464	2,196	—	—	—	12,781
	10/1/2020 (8)	09/21/2020	—		—	—	1,239	2,478	3,717	—	—	—	21,633

(1)These amounts represent the potential payout opportunities to the NEOs under the 2020 Annual; Bonus Program, to the extent the amounts would be paid in cash or deferred under the Deferred Compensation Plan. Actual amounts earned by the NEOs are reported in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. For the 2020 year, amounts earned under the 2020 Annual Bonus Program were paid in common shares except for the portion that the NEO had previously elected to defer under the Deferred Compensation Plan.

(2)These amounts represent the annual equity grant to our executives in the form of SARs, as more fully described in Elements of Our Compensation Packages above.

(3)Pursuant to the SHIP, NEOs received RSUs in March 2020 equal to 12.5% of the gross number of shares earned under the 2019 Annual Bonus Program that the NEO elected to receive in common shares rather than cash, as further described above in “Compensation Discussion and Analysis-Elements of Our Compensation Packages.” These RSUs vested in full on March 1, 2021 provided that the NEO continued to hold all of the shares issued in connection with the 2019 Annual Bonus Program through that period.

(4)These amounts represent the annual equity grant to our executives in the form of performance share units, as more fully described in Elements of Our Compensation Packages above.

(5)For the 2020 year, the compensation committee determined that all amounts earned under the 2020 Annual Bonus Program would be paid in common shares, except for the amounts the NEOs had previously elected to defer under the Deferred Compensation Plan. In addition, the compensation committee also

adopted the Recognition Bonus Program, whereby high performers within the company are eligible to receive, based on personal performance, a payout over the annual calculated bonus amount, subject to the compensation committee’s approval of any recognition award for the NEOs. For the 2020 Annual Bonus, Mr. Nair and Mr. Winter both received the Recognition Bonus, providing for a total bonus payout of 130% of the annual calculated bonus amount; the additional 30% was paid in the form of LILA and LILAK shares, with no holding restrictions.

(6)In October 2020, associated with our Rights Offering, NEOs received an RSU grant to compensate for the dilutive effect of the Rights Offering on their outstanding RSUs and SARs.

(7)In October 2020, NEOs received a PSU grant to compensate for the dilutive effect of the Rights Offering on their outstanding 2019 PSUs, subject to the same terms and conditions as the outstanding 2019 PSUs.

(8)In October 2020, NEOs received a PSU grant to compensate for the dilutive effect of the Rights Offering on their outstanding 2020 PSUs, subject to the same terms and conditions as the outstanding 2020 PSUs.

(9)These amounts represent the grant date fair value of these awards computed in accordance with ASC 718.

Outstanding Equity Awards at Fiscal Year-End

The table below sets forth certain information concerning options, SARs, PSUs and restricted shares or RSUs held by our NEOs at December 31, 2020.


		Option Awards					Stock Awards
Name	Grant Date	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Balan Nair
LILA	5/1/2014	3,360	—		35.06	5/1/2021	—		—	—		—
	5/1/2014	8,389	—		38.94	5/1/2021	—		—	—		—
	5/1/2015	6,534	—		50.55	5/1/2022	—		—	—		—
	5/1/2015	2,627	—		45.52	5/1/2022	—		—	—		—
	5/1/2016	7,552	—		39.48	5/1/2023	—		—	—		—
	5/1/2016	3,026	—		37.53	5/1/2023	—		—	—		—
	5/1/2017	6,230	890	(1)	21.43	5/1/2024	—		—	—		—
	1/2/2018	133,333	66,667	(2)	21.58	1/2/2025	—		—	—		—
	5/1/2018	72,337	43,403	(3)	18.63	5/1/2025	—		—	—		—
	4/1/2019	46,060	76,767	(4)	19.91	5/1/2026	—		—	—		—
	7/17/2019	—	—		—	—	—		—	72,989	(5)	812,368
	3/13/2020	—	—		—	—	7,888	(7)	87,793	—		—
	3/13/2020	—	220,734	(8)	10.42	3/16/2027	—		—	—		—
	3/13/2020	—	—		—	—	—		—	123,562	(9)	1,375,245


LILAK	5/1/2014	6,690	—		35.37	5/1/2021	—		—	—		—
	5/1/2014	16,694	—		38.65	5/1/2021	—		—	—		—
	5/1/2015	5,359	—		46.52	5/1/2022	—		—	—		—
	5/1/2015	13,176	—		50.84	5/1/2022	—		—	—		—
	5/1/2016	6,052	—		40.61	5/1/2023	—		—	—		—
	5/1/2016	15,106	—		39.71	5/1/2023	—		—	—		—
	5/1/2017	12,460	1,780	(1)	21.84	5/1/2024	—		—	—		—
	1/2/2018	266,666	133,334	(2)	21.39	1/2/2025	—		—	—		—
	5/1/2018	144,675	86,805	(3)	18.24	5/1/2025	—		—	—		—
	4/1/2019	92,120	153,534	(4)	20.03	5/1/2026	—		—	—		—
	7/17/2019	—	—		—	—	—		—	145,978	(5)	1,618,896
	3/13/2020	—	—		—	—	15,776	(7)	174,956	—		—
	3/13/2020	—	441,468	(8)	10.48	3/16/2027	—		—	—		—
	3/13/2020	—	—		—	—	—		—	247,124	(9)	2,740,605
	10/1/2020	—	—		—	—	—		—	6,344	(10)	70,355
	10/1/2020	—	—		—	—	—		—	10,737	(11)	119,073


Christopher Noyes
LILA	5/1/2014	672	—		35.06	5/1/2021	—		—	—		—
	5/1/2014	1,677	—		38.94	5/1/2021	—		—	—		—
	5/1/2015	525	—		45.52	5/1/2022	—		—	—		—
	5/1/2015	1,306	—		50.55	5/1/2022	—		—	—		—


		Option Awards					Stock Awards
Name	Grant Date	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
	8/1/2015	2,381	—		42.76	8/1/2022	—		—	—		—
	5/1/2016	943	—		39.48	5/1/2023	—		—	—		—
	5/1/2016	378	—		37.53	5/1/2023	—		—	—		—
	8/1/2016	11,562	—		34.85	8/1/2023	—		—	—		—
	5/1/2017	11,523	1,647	(1)	21.43	5/1/2024	—		—	—		—
	1/2/2018	7,902	3,952	(2)	21.58	1/2/2025	—		—	—		—
	5/1/2018	18,084	10,851	(3)	18.63	5/1/2025	—		—	—		—
	4/1/2019	10,629	17,716	(4)	19.91	5/1/2026	—		—	—		—
	7/17/2019	—	—		—	—	—		—	16,844	(5)	187,474
	3/13/2020	—	—		—	—	3,756	(7)	41,804	—		—
	3/13/2020	—	50,939	(8)	10.42	3/16/2027	—		—	—		—
	3/13/2020	—	—		—	—	—		—	28,514	(9)	317,631


LILAK	5/1/2014	1,338	—		35.37	5/1/2021	—		—	—		—
	5/1/2014	3,338	—		38.65	5/1/2021	—		—	—		—
	5/1/2015	1,071			46.52	5/1/2022	—		—	—		—
	5/1/2015	2,634	—		50.84	5/1/2022	—		—	—		—
	8/1/2015	4,762	—		42.55	8/1/2022	—		—	—		—
	5/1/2016	756	—		40.61	5/1/2023	—		—	—		—
	5/1/2016	1,888	—		39.71	5/1/2023	—		—	—		—
	8/1/2016	23,124	—		35.24	8/1/2023	—		—	—		—
	5/1/2017	23,047	3,293	(1)	21.84	5/1/2024	—		—	—		—
	1/2/2018	15,805	7,903	(2)	21.39	1/2/2025	—		—	—		—
	5/1/2018	36,168	21,702	(3)	18.24	5/1/2025	—		—	—		—
	4/1/2019	21,258	35,432	(4)	20.03	5/1/2026	—		—	—		—
	7/17/2019	—	—		—	—	—		—	33,688	(5)	373,600
	3/13/2020	—	—		—	—	7,512	(7)	83,308	—		—
	3/13/2020	—	101,878	(8)	10.48	3/16/2027	—		—	—		—
	3/13/2020	—	—		—	—	—		—	57,028	(9)	632,441
	10/1/2020	—	—		—	—	—		—	1,464	(10)	16,236
	10/1/2020	—	—		—	—	—		—	2,478	(11)	27,481

Betzalel Kenigsztein
LILA	5/1/2014	672	—		35.06	5/1/2021	—		—	—		—
	5/1/2014	1,677	—		38.94	5/1/2021	—		—	—		—
	5/1/2015	525	—		45.52	5/1/2022	—		—	—		—
	5/1/2015	1,306	—		50.55	5/1/2022	—		—	—		—
	8/1/2015	2,381	—		42.76	8/1/2022	—		—	—		—
	5/1/2016	454	—		37.53	5/1/2023	—		—	—		—
	5/1/2016	1,132	—		39.48	5/1/2023	—		—	—		—
	8/1/2016	13,873	—		34.85	8/1/2023	—		—	—		—
	5/1/2017	13,830	1,976	(1)	21.43	5/1/2024	—		—	—		—
	1/2/2018	7,902	3,952	(2)	21.58	1/2/2025	—		—	—		—


		Option Awards					Stock Awards
Name	Grant Date	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
	5/1/2018	18,084	10,851	(3)	18.63	5/1/2025	—		—	—		—
	4/1/2019	10,629	17,716	(4)	19.91	05/01/2026	—		—	—		—
	7/17/2019	—	—		—	—	—		—	16,844	(5)	187,474
	3/13/2020	—	—		—	—	1,126	(7)	12,532	—		—
	3/13/2020	—	50,939	(8)	10.42	3/16/2027	—		—	—		—
	3/13/2020	—	—		—	—	—		—	28,514	(9)	317,631


LILAK	5/1/2014	1,338	—		35.37	5/1/2021	—		—	—		—
	5/1/2014	3,338	—		38.65	5/1/2021	—		—	—		—
	5/1/2015	1,071	—		46.52	5/1/2022	—		—	—		—
	5/1/2015	2,634	—		50.84	5/1/2022	—		—	—		—
	8/1/2015	4,762	—		42.55	8/1/2022	—		—	—		—
	5/1/2016	2,266	—		39.71	5/1/2023	—		—	—		—
	5/1/2016	908	—		40.61	5/1/2023	—		—	—		—
	8/1/2016	27,746	—		35.24	8/1/2023	—		—	—		—
	5/1/2017	27,660	3,952	(1)	21.84	5/1/2024	—		—	—		—
	1/2/2018	15,805	7,903	(2)	21.39	1/2/2025	—		—	—		—
	5/1/2018	36,168	21,702	(3)	18.24	5/1/2025	—		—	—		—
	4/1/2019	21,258	35,432	(4)	20.03	05/01/2026	—		—	—		—
	7/17/2019	—	—		—	—	—		—	33,688	(5)	373,600
	3/13/2020	—	—		—	—	2,252	(7)	24,975	—		—
	3/13/2020	—	101,878	(8)	10.48	3/16/2027	—		—	—		—
	3/13/2020	—	—		—	—	—		—	57,028	(9)	632,441
	10/1/2020	—	—		—	—	—		—	1,464	(10)	16,236
	10/1/2020	—	—		—	—	—		—	2,478	(11)	27,481

John Winter
LILA	5/1/2014	441	—		35.06	5/1/2021	—		—	—		—
	5/1/2014	1,101	—		38.94	5/1/2021	—		—	—		—
	5/1/2015	394	—		45.52	5/1/2022	—		—	—		—
	5/1/2015	980	—		50.55	5/1/2022	—		—	—		—
	5/1/2016	454	—		37.53	5/1/2023	—		—	—		—
	5/1/2016	1,132	—		39.48	5/1/2023	—		—	—		—
	5/1/2017	934	134	(1)	21.43	5/1/2024	—		—	—		—
	1/2/2018	7,902	3,952	(2)	21.58	1/2/2025	—		—	—		—
	5/1/2018	15,070	9,042	(3)	18.63	5/1/2025	—		—	—		—
	4/1/2019	8,857	14,764	(4)	19.91	5/1/2026	—		—	—		—
	7/17/2019	—	—		—	—	—		—	14,036	(5)	156,221
	3/13/2020	—	—		—	—	3,756	(7)	41,804	—		—
	3/13/2020	—	42,449	(8)	10.42	3/16/2027	—		—	—		—
	3/13/2020	—	—		—	—	—		—	23,762	(9)	264,471


LILAK	5/1/2014	1,003	—		35.37	5/1/2021	—		—	—		—
	5/1/2014	2,504	—		38.65	5/1/2021	—		—	—		—


		Option Awards					Stock Awards
Name	Grant Date	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
	5/1/2015	803	—		46.52	5/1/2022	—		—	—		—
	5/1/2015	1,976	—		50.84	5/1/2022	—		—	—		—
	5/1/2016	908	—		40.61	5/1/2023	—		—	—		—
	5/1/2016	2,266	—		39.71	5/1/2023	—		—	—		—
	5/1/2017	1,869	267	(1)	21.84	5/1/2024	—		—	—		—
	1/2/2018	15,805	7,903	(2)	21.39	1/2/2025	—		—	—		—
	5/1/2018	30,140	18,084	(3)	18.24	5/1/2025	—		—	—		—
	4/1/2019	17,715	29,527	(4)	20.03	5/1/2026	—		—	—		—
	7/17/2019	—	—		—	—	—		—	28,072	(5)	311,318
	3/13/2020	—	—		—	—	7,512	(7)	83,308	—		—
	3/13/2020	—	84,898	(8)	10.48	3/16/2027	—		—	—		—
	3/13/2020	—	—		—	—	—		—	47,524	(9)	527,041
	10/1/2020	—	—		—	—	—		—	1,221	(10)	13,541
	10/1/2020	—	—		—	—	—		—	2,065	(11)	22,901

Vivek Khemka
LILA	11/1/2018	15,403	15,404	(6)	18.15	11/2/2025	—		—	—		—
	4/1/2019	10,629	17,716	(4)	19.91	5/1/2026	—		—	—		—
	7/17/2019	—	—		—	—	—		—	16,844	(5)	187,474
	3/13/2020	—	—		—	—	2,817	(7)	31,353	—		—
	3/13/2020	—	50,939	(8)	10.42	3/16/2027	—		—	—		—
	3/13/2020	—	—		—	—	—		—	28,514	(9)	317,631


LILAK	11/1/2018	30,807	30,807	(6)	18.30	11/2/2025	—		—	—		—
	4/1/2019	21,258	35,432	(4)	20.03	5/1/2026	—		—	—		—
	7/17/2019	—	—		—	—	—		—	33,688	(5)	373,600
	3/13/2020	—	—		—	—	5,634	(7)	62,481	—		—
	3/13/2020	—	101,878	(8)	10.48	3/16/2027	—		—	—		—
	3/13/2020	—	—		—	—	—		—	57,028	(9)	632,441
	10/1/2020	—	—		—	—	—		—	1,464	(10)	16,236
	10/1/2020	—	—		—	—	—		—	2,478	(11)	27,481

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

(2)Vests on March 15, 2021.

(3)Vests in 6 equal remaining quarterly installments from February 1, 2021 to May 1, 2022.

(4)Vests in 10 equal remaining quarterly installments from February 1, 2021 to May 1, 2023.

(5)Represents the target number of LILA and LILAK shares underlying 2019 PSUs that may be earned by each of our NEOs. If earned, the 2019 PSUs vest in two equal installments on April 1, 2021 and October 1, 2021, respectively.

(6)Vests in 8 equal remaining quarterly installments from February 1, 2021 to November 1, 2022.

(7)Vests on March 1, 2021.

(8)Vests in 3 equal remaining annual installments from March 15, 2021 to March 15, 2023.

(9)Represents the target number of LILA and LILAK shares underlying 2020 PSUs that may be earned by each of our NEOs. If earned, the 2020 PSUs vest in two equal installments on March 15, 2022 and March 15, 2022, respectively.

(10)Represents the target number of LILA and LILAK shares underlying PSUs that may be earned by each of our NEOs, which were granted in adjustment of outstanding 2019 PSUs in connection with the Rights Offering. If earned, the 2019 PSUs vest in two equal installments on April 1, 2021 and October 1, 2021, respectively.

(11)Represents the target number of LILA and LILAK shares underlying PSUs that may be earned by each of our NEOs, which were granted in adjustment of outstanding 2020 PSUs in connection with the Rights Offering. If earned, the 2020 PSUs vest in two equal installments on March 15, 2022 and March 15, 2022, respectively.

Option Exercises and Stock Vested

The table below sets forth certain information concerning each exercise of options or SARs by, and each vesting of restricted shares or RSUs of, our named executive officers during the year ended December 31, 2020.


	Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting (#)(1)	Value Realized on Vesting ($)

Balan Nair
LILA	—	—	160,969	1,631,149
LILAK	—	—	383,652	3,820,083
Christopher Noyes
LILA	—	—	56,499	579,762
LILAK	—	—	126,127	1,279,974
Betzalel Kenigsztein
LILA	—	—	25,337	249,500
LILAK	—	—	64,315	620,290
John Winter
LILA	—	—	43,809	446,623
LILAK	—	—	96,731	976,739
Vivek Khemka
LILA	—	—	37,949	378,382
LILAK	—	—	85,808	845,544

(1)Includes shares withheld in payment of withholding taxes at election of holder.

Employment and Other Agreements

On November 1, 2017, Liberty Latin America and LiLAC Communications Inc., a Delaware corporation (Liberty LA), entered into a multi-year employment agreement (the Nair Agreement) with Mr. Nair, pursuant to which Mr. Nair serves as President and CEO of us and Liberty LA. Effective July 24, 2019, we entered into employment agreements with Messrs. Noyes, Kenigsztein, Khemka and Winter (the Officers). Each of our NEOs also holds equity awards granted under the Incentive Plan. These plans are described below under “Incentive Plans.”

Summary of the Nair Agreement

The Nair Agreement is dated November 1, 2017 but is effective as of December 29, 2017 and has an initial term ending on the fifth anniversary of that effective date. After the initial term, the Nair Agreement automatically renews for successive one-year terms unless we, Liberty LA or Mr. Nair provide at least 180 days’ prior written notice of their respective intention not to renew the term. Notwithstanding the foregoing, the Nair Agreement and Mr. Nair’s employment may be terminated at any time during the initial five-year term or a renewal term.

Mr. Nair’s initial base salary in the Nair Agreement was $1.25 million, and was $1.25 million in 2020. Mr. Nair is eligible to earn an annual bonus each year. The target annual bonus for 2020 was $3.5 million. There is no guaranteed bonus amount. The actual amount paid to Mr. Nair will depend on the achievement of qualitative and quantitative performance objectives, which will be determined each year by our compensation committee. See Annual Performance Awards above.

During the term of the Nair Agreement, Mr. Nair is entitled to participate in our equity compensation programs on the same basis as our other executives. Pursuant to these programs, Mr. Nair will be entitled to receive grants of annual equity awards (the Annual Equity Awards) in the form of PSUs, SARs, or other forms of equity as determined by our compensation committee. The target value of these Annual Equity Awards was $6.5 million for 2020 and remains the same for 2021.

In its sole discretion, our compensation committee may annually increase Mr. Nair’s base salary, target annual bonus, or target Annual Equity Award value but may not reduce any of these amounts.

In addition to participating in U.S. employee benefit plans and arrangements sponsored by Liberty LA for the benefit of its senior executive group, Mr. Nair is entitled to use the company’s aircraft for up to 50 hours of personal use per year, in accordance with the terms of an aircraft time sharing agreement with Liberty LA. See Aircraft Policy below.

If Mr. Nair’s employment is terminated as a result of his death, Mr. Nair’s heirs will be entitled to receive (1) an amount equal to a pro rata portion of the annual bonus Mr. Nair would have received for the calendar year of his termination, which shall be based on actual performance results as determined by our compensation committee and shall be paid at the same time that such bonuses are paid to active executives as if Mr. Nair’s employment had not terminated until such date and (2) severance equal to one times his annual base salary in substantially equal payments over the 12-month period commencing on the 60th day following the date of termination. In addition, upon a termination due to death, the Nair Agreement provides for six months of continued vesting of his equity awards following his death.

If Mr. Nair’s employment is involuntarily terminated by Liberty LA without cause, due to disability, or for good reason (as those terms are defined in the Nair Agreement) in addition to the prorated annual bonus described in the foregoing paragraph, (1) Mr. Nair and his family will continue to receive coverage under Liberty LA’s group health benefits plan subject to the terms of such plan or receive COBRA continuation of the group health benefits with premiums paid or reimbursed by Liberty LA for a period ending on the earlier of (x) the one year anniversary of the executive’s date of termination and (y) the date that he obtains similar coverage from a subsequent employer and (2) Mr. Nair will be entitled to severance equal to two times his annual base salary in substantially equal payments over the 12-month period commencing on the 60th day following the date of termination; provided, however, that if Mr. Nair’s termination is due to a disability, such severance amount shall be reduced by the amount of disability benefits Mr. Nair receives pursuant to any employee benefit plans maintained by Liberty LA. In addition, upon an involuntary termination by Liberty LA without cause or a termination for good reason, the Nair Agreement provides for 12 months of continued vesting of his equity awards following such a termination, and upon a termination due to disability the Nair Agreement provides for six months of continued vesting.

If Mr. Nair is terminated for cause (as defined in the Nair Agreement) or if he resigns (other than for good reason (as defined in the Nair Agreement)), Mr. Nair will not be entitled to any severance or other benefits under the Nair Agreement.

Pursuant to the Nair Agreement, Mr. Nair is subject to customary restrictive covenants, including those relating to non-solicitation, noninterference, non-competition and confidentiality, during the term of the Nair Agreement and, depending on the circumstances of termination, for a period of up to one year thereafter.

Mr. Nair has agreed to waive any rights he would have under any agreement to a gross-up for any taxes associated with a parachute payment.

Summary of the Employment Agreements with Messrs. Noyes, Kenigsztein, Khemka and Winter

The Officers have each entered into employment agreements effective July 24, 2019. Each employment agreement provides for an indefinite term continuing until either party provides advance written notice to the other party of their respective intention to terminate employment with the company.

Under their employment agreements, the Officers will each receive a base salary and our CEO or compensation committee may annually increase, but not decrease, each executive’s base salary. The base salaries set forth in the employment agreements for Messrs. Noyes, Kenigsztein, Khemka and Winter were $550,000, $700,000, $625,000 and $500,000, respectively. In 2020, Mr. Noyes’ base salary was increased to $625,000 and in 2021 Mr. Winter’s base salary was increased to $550,000. Each of the Officers will be eligible to earn an annual bonus. The target annual bonus for 2020 for each of Messrs. Noyes, Kenigsztein, Khemka and Winter was $1.0 million. There is no guaranteed bonus amount. The actual amount of the annual bonus paid to the Officers will depend on the achievement of qualitative and quantitative performance objectives, which will be determined each year by our compensation committee. Our compensation committee has the discretion to annually increase or decrease each Officer’s target annual bonus.

In addition, each Officer will participate in our equity compensation programs. Pursuant to these programs, they will each be entitled to receive Annual Equity Awards in the form of PSUs, SARs, or other forms of equity as determined by our compensation committee, with the terms and conditions substantially the same as those for our other senior executive officers. For 2020, the target value of these Annual Equity Awards was $1.5 million for Messrs. Noyes, Kenigsztein, and Khemka and $1.25 million for Mr. Winter. Our compensation committee has the discretion to annually increase or decrease each Officer’s Annual Equity Award value. For 2021, the target value of these Annual Equity Awards was increased to $2.5 million for Mr. Noyes, $2.25 million for Mr. Kenigsztein, and $2 million for Messrs. Khemka and Winter.

If an Officer’s employment is terminated as a result of death, the Officer’s heirs will be entitled to receive (1) an amount equal to a pro rata portion of the annual bonus he would have received for the calendar year of termination, which shall be based on the number of days he was employed by our company during the calendar year of termination and actual performance results as determined by the compensation committee and shall be paid at the same time that such bonuses are paid to active executive officers as if his employment had not terminated until such date and (2) cash severance equal to one times his annual base salary in a single lump sum on the 60th day following the date of termination.

If the company terminates the employment of an Officer without cause, due to his disability, or if he voluntarily terminates employment for good reason (as those terms are defined in the Officer’s respective employment agreement), in addition to the prorated annual bonus described in the foregoing paragraph, (1) the Officer and his family will continue to receive coverage under the company’s group health benefits plan subject to the terms of such plan or receive COBRA continuation of the group health benefits with premiums no higher than those applicable to active senior executive employees of the company for a period ending on the earlier of (x) the one year anniversary of the executive’s date of termination and (y) the date that he obtains similar coverage from a subsequent employer and (2) the executive will be entitled to cash severance equal to one times the annual base salary in substantially equal installment payments over the 12-month period commencing on the 60th day following the date of termination; provided, however, that if his termination is due to a disability, such severance amount shall be reduced by the amount of disability benefits he receives pursuant to any employee benefit plans maintained by the company during the period of such installment payments.

If an Officer is terminated for cause (as defined in the Officer’s respective employment agreement) or if he resigns other than for good reason (as defined in his respective employment agreement), he will not be entitled to any severance or other benefits under the employment agreement.

Pursuant to their respective employment agreements, the Officers are subject to customary restrictive covenants, including those relating to non-solicitation, noninterference, non-competition and confidentiality, during the term of the employment agreement and, depending on the circumstances of termination, for a period of up to one year thereafter.

Under their respective employment agreements, the Officers have each agreed to waive any rights to a gross-up for any taxes associated with a parachute payment.

Aircraft Policy

Our policy for the personal use of our aircraft by members of our Board, our CEO or Chief Legal Officer and such other officers as may be approved by our CEO was established in 2018. The policy allows non-employee directors to use our aircraft for personal flights, subject to availability, without charge. The policy requires each user who is an officer to lease the corporate aircraft for personal use pursuant to an aircraft time sharing agreement and to pay us an amount equal to the aggregate incremental cost of each flight up to certain limits established under the U.S. Federal Aviation Administration rules. Incremental costs may include fuel, oil, lubricants and other additives, hangar and tie down costs away from aircraft home airport, travel expenses for crew, landing and parking fees, customs and immigration fees, insurance obtained for a specific flight, in-flight food and beverage services, ground transportation, de-icing fees and flight planning and weather contract services. With approval, family members or guests may join an executive or senior officer or director on a business flight without charge for these additional passengers. Also, on limited occasions, we may allow a business-related flight to land at an airport other than its destination to drop off or pick up a passenger for personal convenience without requiring reimbursement of our incremental cost.

Pursuant to the terms of his employment agreement, Mr. Nair is allowed 50 annual flight hours for personal use of our aircraft. If Mr. Nair’s personal use of our aircraft exceeds 50 annual flight hours for a relevant calendar year, he will also be obligated to pay us the aggregate incremental cost of such usage over his allotted 50 annual flight hours.

For U.S. tax reporting purposes, when family members or guests of a director or executive or senior officer travel on business flights, the value of such personal use, determined using a method based on SIFL rates as published by the IRS, is imputed as income to such director or executive or senior officer. A director or executive or senior officer will also have imputed income based on SIFL rates for a personal flight, less any amounts reimbursed to us. In accordance with applicable tax rules and regulations, such imputed income is included in taxable income for the applicable director or executive or senior officer.

Notwithstanding the policy, we and the flight crew retain the authority to determine when a flight may be cancelled or changed for safety or maintenance reasons.

Incentive Plans

Effective December 29, 2017, our Board adopted the Incentive Plan, the Liberty Latin America 2018 Nonemployee Director Incentive Plan (the Director Plan) and the Liberty Latin America Transitional Share Conversion Plan (the Transition Plan). We may generally grant non-qualified share options, SARs, restricted shares, RSUs, cash awards, performance awards or any combination of the foregoing under either the Incentive Plan or the Director Plan. Common shares issuable pursuant to awards made under the Incentive Plan or the Director Plan will be made available from either authorized but unissued shares or shares that have been issued but reacquired by our company. These awards may be granted at or above fair value in any class of our common shares. The maximum number of common shares of Liberty Latin America with respect to which awards may be issued under the Incentive Plan and the Director Plan is 25 million (of which no more than 10 million shares may consist of Class B common shares), which will be increased to 75 million if Proposal 4 set forth in this proxy statement is approved, and 5 million, respectively, in each case, subject to anti-dilution and other adjustment provisions in the respective plan.

Prior to 2020, awards (other than performance-based awards) under the Incentive Plan are expected to generally (1) vest 12.5% on the six month anniversary of the grant date, and 6.25% quarterly thereafter and (2) expire seven years after the grant date. Commencing in 2020, awards (other than performance-based awards) under the Incentive Plan are expected to generally (1) vest 33.34% on the twelve month anniversary of the grant date, and 33.33% yearly thereafter and (2) expire seven years after the grant date. PSUs under the Incentive Plan are expected to be subject to a two-year performance period and vest subject to continued employment through the applicable vesting date during the year following the end of the performance period. Awards of RSUs under the Director Plan generally vest in full on the first anniversary of the grant date, provided the director continues to serve as director immediately prior to the vesting date.

In connection with the Split-Off, awards with respect to LiLAC Shares were automatically cancelled and replaced with awards with respect to our common shares. The Transition Plan was adopted to provide for these replacement grants. The maximum number of common shares of Liberty Latin America with respect to which awards may be issued under the Transition Plan is 10,116,012. Replacement awards under the Transition Plan are of the same class and number as, and remain subject, to all the terms and conditions of, the corresponding award of LiLAC Shares. Due to the automatic replacement of awards, as of December 31, 2020, awards with respect to 5,648,920 common shares were outstanding under the Transition Plan.

The Incentive Plan and the Director Plan prohibit our compensation committee or Board, without prior shareholder approval, from repricing outstanding options or SARs. In addition, it is our policy that, except for anti-dilution adjustments provided by the Incentive Plan and the Director Plan in connection with corporate transactions, the exercise or base price of common shares for any outstanding option or SAR granted under the Incentive Plan and the Director Plan will not be decreased after the date of grant nor will an outstanding option or SAR granted under the Incentive Plan or the Director Plan be surrendered to our company as consideration for the grant of a new option or SAR with a lower exercise or base price, cash or a new award unless there is prior approval by our shareholders. Any other action that is deemed to be a repricing under any applicable rule of Nasdaq shall be prohibited unless there is prior approval by our shareholders.

Deferred Compensation Plan

The Deferred Compensation Plan was approved by our compensation committee in March 2018 and became effective on May 1, 2018. Officers of Liberty LA, which include our NEOs, who are also U.S. taxpayers, may participate in the Deferred Compensation Plan. Each designated participant may elect to defer all or any portion of his or her (1) annual cash performance award, (2) annual salary up to limits specified by the compensation committee (currently 90%) and (3) award, if any, under a current or future multi-year performance award arrangement.

Cash compensation deferred under the Deferred Compensation Plan will be credited with interest initially at the rate of 8.5% per year, compounded daily (the credited interest fund). In setting the interest rate, our compensation committee reviews data on the implied yields of our significant bank debt and outstanding bonds, as well as credit market conditions. The compensation committee reserved the right to change the interest rate in the future, provided that any decreases in the rate will apply only to deferred elections that become irrevocable after the new rate is set. Deferred equity awards will not be credited with interest, but will be adjusted for splits, combinations, dividends or distributions. If the compensation committee approves the establishment of one or more phantom investment funds for purposes of the Deferred Compensation Plan, a participant may, but will not be obligated to, elect one or more of such phantom investment funds as the measurement fund for the purpose of calculating notional earnings, losses and other relevant amounts to be credited to or deducted from all or a portion of his or her deferred compensation instead of the credited interest fund.

The Deferred Compensation Plan provides our compensation committee with the discretion to terminate the Deferred Compensation Plan within 12 months of certain change in control events and distribute each participant’s account balance. Otherwise, the amount of compensation deferred will be distributed in a lump sum or in up to three installments upon the date or dates selected by the participant, or in up to five equal annual installments, or in a lump sum when the participant ceases to be an employee of our company. At the participant’s request, if the compensation committee determines that such participant has suffered a financial hardship, it may authorize immediate distribution of all or a portion of his or her account balance. The compensation committee has reserved the right to terminate the Deferred Compensation Plan at any time. Such an optional termination will not result in accelerated distributions.

Our NEOs who are U.S. taxpayers are eligible to participate under the Deferred Compensation Plan. Messrs. Nair and Khemka, each a U.S. taxpayer as of December 31, 2020, have deferred compensation under the Deferred Compensation Plan. The table below sets forth certain information concerning the deferred compensation of these officers at year end 2020.


Name	Executive contributions in 2020 ($) (1)	Registrant contributions in 2020 ($)	Aggregate earnings in 2020 ($) (1)	Aggregate withdrawals/ distributions ($)	Aggregate balance at 12/31/20 ($)(1)
Balan Nair	552,366		165,271		2,160,412
Betzalel Kenigsztein	282,900		31,008	194,873	421,775
Vivek Khemka	58,593		4,789		89,399

(1)These totals include amounts deferred by such executive in fiscal year 2020 and the following above-market earnings that were credited to the named executive officer’s deferred compensation account during 2020:

Name

2020 Above-market Earnings ($)

Balan Nair

137,456

Betzalel Kenigsztein

25,796

Vivek Khemka

3979

Potential Payments upon Termination or Change in Control

The Termination of Employment Table and the Change in Control Table set forth below reflect the potential payments to our NEOs in connection with termination of their employment or a change in control of us as of December 31, 2020. The Termination of Employment Table assumes that a change in control has not occurred. The Change in Control Table assumes that a change in control has occurred as of December 31, 2020. Certain of our plans and agreements provide benefits upon the occurrence of a change in control without regard to whether employment is terminated, whereas others have a “double trigger” requiring employment to be terminated for benefits to be realized. These are separately reflected in the Change in Control Table.

The amounts provided in the tables are based on the assumptions stated below. The actual amounts may be different at the time of termination or change in control, as the case may be, due to various factors. In addition, we may enter into new arrangements or modify these arrangements from time to time.

•Because the exercise price or base price of each NEO’s options or SARs, respectively, other than certain SARs granted in 2020, was more than the closing market price of LILA and LILAK shares, as applicable, on December 31, 2020, these options and SARs have been excluded from the tables below. The amounts in the tables for the unvested SARs granted in 2020 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, 2020 (the last trading day in 2020). RSUs and PSUs that would vest on an accelerated basis or continue to vest are valued using the applicable closing market price on December 31, 2020. On December 31, 2020, the closing market price for LILA and LILAK shares was as follows:

•LILA shares: $11.13

•LILAK shares: $11.09

The termination provisions of the Nair Agreement and of the employment agreements with each of our other NEOs are described under —Employment and Other Agreements above. The Incentive Plan and the Transition Plan are described under Incentive Plans below. In addition to such descriptions, additional information on the termination and/or change in control provisions of these plans and agreements is provided below.

The Deferred Compensation Plan provides that the amount of compensation deferred will be distributed in a lump sum or in up to three installments upon the date or dates selected by the participant, or in up to five equal annual installments, or in a lump sum when the participant ceases to be an employee of our company, including in each of the termination of employment scenarios described below. The Deferred Compensation Plan also provides for a payout of the account balance when a participant ceases to be an employee due to death or disability.

Termination of Employment

The availability of benefits under our plans or agreements varies with the reason employment terminates as described below.

Voluntary Termination

The executive would retain his vested equity grants under the incentive plans, which must be exercised within the period following termination prescribed by the applicable plan. See —Outstanding Equity Awards at Fiscal Year-End above

for amounts in respect of each NEO’s vested equity awards as of December 31, 2020. There would be no other payments or benefits, except with respect to elections made under the Deferred Compensation Plan (as applicable).

Retirement

Except with respect to elections made under the Deferred Compensation Plan (as applicable), no benefits are payable to any of our NEOs in the event of retirement. However, under the Incentive Plan a person who retires with a combined age and years of service of 70 or greater will vest an additional year of unvested SARs and RSUs granted under this plan from the date of retirement. Such benefit is reflected in the “Retirement” column in the Termination of Employment Table below.

Termination for Cause

The executive would not receive any payment or benefit, except with respect to elections made under the Deferred Compensation Plan (as applicable), and typically would forfeit all unexercised equity awards, whether or not vested. The definition of “cause” varies among the plans and agreements, but generally includes (1) dishonesty, incompetence or other misconduct, (2) failure to perform duties and (3) a felony conviction for fraud, embezzlement or other illegal conduct. For purposes of such a termination within 12 months following a change in control event, “cause” is defined to mean only a felony conviction for fraud, embezzlement or other illegal conduct.

Termination Without Cause

The employment agreements entered into with our NEOs provide for benefits in the case of termination by our company without cause including severance equal to two times base salary for Mr. Nair and one times base salary for our other NEOs. See -Employment and Other Agreements above. Mr. Nair’s employment agreement provides for 12 months of continued vesting of his outstanding equity awards upon termination without cause. Under the SARs awarded to our other executives, if termination of employment is without cause and occurs more than six months after the grant date, then the employee would be entitled to accelerated vesting of a pro rata portion of one-third of the unvested amount of each award that would have vested on the next vesting date, based on the number of full months of the current vesting period that employment continued prior to termination. The PSUs provide that if termination of employment is without cause after June 30 of the first year of the performance period and prior to a change in control event, the compensation committee has the discretion to vest a portion of the earned PSUs determined similar to the provisions for disability as stated below. Because this is discretionary, no amount in respect of the 2019 PSUs or 2020 PSUs is reflected for that occurrence in the “By Company Without Cause” column in the Termination of Employment Table below for our NEOs other than Mr. Nair. The outstanding RSUs granted under the SHIP provide that if termination of employment is without cause, then the employee would be entitled to accelerated vesting of a pro rata portion of the unvested amount of the RSU award, based on the number of days of the current vesting period that employment continued prior to termination. For the benefits payable under the applicable employment agreement or award agreement and the value of the prorated vesting of awards, if any, see the “By Company Without Cause” column in the Termination of Employment Table below.

Death

In the event of death, unless otherwise provided in another agreement, the Incentive Plan provides for vesting in full of any outstanding options or SARs and the lapse of restrictions on any restricted share or RSU awards. Under Mr. Nair’s employment agreement and the CEO SAR Award, any unvested equity awards upon death will continue to vest through the date that is six months after the date of termination of employment. The PSUs provide that, in the event of termination of employment due to death that occurs after June 30 of the first year of the performance period and prior to a change in control during the performance period, the prorated portion of the grantee’s target PSUs, based on the portion of the performance period completed prior to the date of death, will vest. The outstanding RSUs granted under the SHIP provide that if termination of employment occurs due to death, then the employee would be entitled to accelerated vesting of a pro rata portion of the unvested amount of the RSU award, based on the number of days of the current vesting period that employment continued prior to termination. The value of all these benefits is in the “Death” column in the Termination of Employment Table. For this purpose, the amounts set forth in the table below assume that 100% of the target 2019 PSUs and 2020 PSUs would have been earned on a prorated basis as stated above. No amounts are shown for payments pursuant to life insurance policies, which we make available to all our salaried employees.

Disability

In the event of termination of employment due to disability, unless otherwise provided in another agreement, the Incentive Plan provides for vesting in full of any outstanding options or SARs and the lapse of restrictions on any restricted share or RSU awards. Under Mr. Nair’s employment agreement and the CEO SAR Award, any unvested equity awards upon

termination due to disability will continue to vest through the date that is six months after the date of termination of employment.The PSUs provide that, if termination of employment due to disability occurs after June 30 of the first year of the performance period and prior to a change in control event during the performance period, the prorated portion of the grantee’s PSUs that would have been earned if the performance period had ended on December 31 of the year in which the disability occurred, will vest and the underlying common shares will be issued no later than March 15 of the following year. The outstanding RSUs granted under the SHIP provide that if termination of employment occurs due to disability, then the employee would be entitled to accelerated vesting of a pro rata portion of the unvested amount of the RSU award, based on the number of days of the current vesting period that employment continued prior to termination. The value of all these benefits is in the “Disability” column in the Termination of Employment Table. For this purpose, the amounts set forth in the table below assume that 100% of the target 2019 PSUs and 2020 PSUs would have been earned on a prorated basis as stated above. No amounts are shown for payments pursuant to short-term and long-term disability policies, which we make available to all our employees. For purposes of the Incentive Plan and the PSUs, “disability” means the inability to engage in any substantial gainful activity by reason of any medically determinable condition that has lasted or can be expected to last for a continuous period of at least 12 months or can be expected to result in death. For purposes of Mr. Nair’s employment agreement, “disability” means his qualification for benefits under our long-term disability plan.

Resignation for Good Reason

The employment agreements with our NEOs provide for benefits in the case of resignation for good reason. See -Employment and Other Agreements above. Under the PSUs, the compensation committee has the discretion to vest a portion of the PSUs similar to the discretionary benefits payable upon termination by our company without cause. Except with respect to Mr. Nair, the compensation committee has the discretion to vest a portion of the RSUs upon a termination for good reason. Otherwise, no payment or benefit is required upon resignation by an executive for good reason absent a change in control. The other benefits payable for termination due to good reason under the employment agreements with our NEOs are the same as the benefits payable upon a termination by our company without cause. Good reason includes the assignment of duties materially inconsistent with the NEOs position, authority, duties or responsibilities or an action by us that results in a material diminution in his position, authority, duties or responsibilities, a material breach of the employment agreement by us, a reduction in his base salary or target annual bonus opportunity or relocation of his principal place of employment from the Denver area or, in the case of Mr. Kenigsztein, Panama City, Panama. See the “By Company Without Cause” column in the Termination of Employment Table below.

Termination of Employment


Name	By Company Without Cause ($)	Disability ($)	Death ($)	Retirement ($)
Balan Nair
Severance Payment	7,150,100	7,150,100	5,900,100	—
Deferred Compensation (1)	2,160,412	2,160,412	2,160,412	2,160,412
SARs Accelerated	141,991	141,991	141,991	—
2019 PSUs	—	2,501,619	2,501,619	—
2020 PSUs	—	3,168,940	3,168,940	—
RSUs Accelerated	262,749	262,749	262,749	—
Benefits (2)	28,060	28,060	—	—
Total	9,743,312	15,413,871	14,135,811	2,160,412
Christopher Noyes
Severance Payment	1,647,000	1,647,000	1,647,000	—
SARs Accelerated	—	98,312	98,312	—
2019 PSUs	—	577,309	577,309	—
2020 PSUs	—	489,318	489,318	—
RSUs Accelerated	104,893	104,893	104,893	—
Benefits (2)	23,329	23,329	—	—
Total	1,775,222	2,940,162	2,916,833	—
Betzalel Kenigsztein
Severance Payment	1,722,000	1,722,000	1,722,000	—
Deferred Compensation (1)	421,775	421,775	421,775	421,775
SARs Accelerated	—	98,312	98,312	32,766
2019 PSUs	—	577,309	577,309	—
2020 PSUs	—	489,318	489,318	—
RSUs Accelerated	31,445	31,445	31,445	31,445
Benefits (2)	23,329	23,329	—	—
Total	2,198,549	3,363,489	3,340,160	485,986
John Winter
Severance Payment	1,828,600	1,828,600	1,828,600	—
SARs Accelerated	—	81,927	81,927	—
2019 PSUs	—	481,080	481,080	—
2020 PSUs	—	407,756	407,756	—
RSUs Accelerated	104,893	104,893	104,893	—
Benefits (2)	23,329	23,329	—	—
Total	1,956,822	2,927,585	2,904,256	—
Vivek Khemka
Severance Payment	1,647,000	1,647,000	1,647,000	—
Deferred Compensation (1)	89,399	89,399	89,399	89,399
SARs Accelerated	—	98,312	98,312	—
2019 PSUs	—	577,309	577,309	—
2020 PSUs	—	489,318	489,318	—
RSUs Accelerated	78,667	78,667	78,667	—
Benefits (2)	23,329	23,329	—	—
Total	1,838,395	3,003,335	2,980,006	89,399

(1) Each of Mr. Nair, Mr. Kenigsztein and Mr. Khemka had the right to file an election at the time of his initial deferral to receive distributions under the Deferred Compensation Plan upon his separation from service, including under the termination scenarios in the table above. For purposes of the tabular presentation above, we have assumed that each of Mr. Nair, Mr. Kenigsztein and Mr. Khemka has elected to receive a lump sum payout of the account balance upon a termination without cause or retirement. The Deferred Compensation Plan provides for a payout of the account balance when a participant ceases to be an employee due to death or disability.

(2) For Mr. Nair, represents the full estimated cost to maintain health benefits for him and/or his dependents during the 12-month period following his termination. For each other NEO, represents the company’s portion of the cost to maintain health benefits for the NEO and/or his dependents during the 12-month period following his termination, assuming payment of premiums by the NEO.

Change in Control

The Incentive Plan, the PSUs and the CEO SAR Award each provide for various benefits either upon the occurrence of specified change in control events or upon termination of employment following a change in control event.

Change in Control Events

The change in control events vary under the relevant arrangements but generally fall into three categories:

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

2. During any two-year period, persons comprising the Board 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 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 common shares are converted into cash, securities or other property, subject to certain exceptions, (b) a plan of liquidation of our company, or (c) a sale of substantially all the assets of our company. We refer to this change in control event as a “Reorganization.”

Under the Incentive Plan, outstanding equity awards will vest in full upon the occurrence of an Unapproved Control Purchase or Board Change and immediately prior to consummation of a Reorganization, unless, in the case of a Reorganization, the compensation committee determines that effective provision has been made for the award to be assumed or replaced with an equivalent award.

The PSUs provide that if any of these change in control events occurs during the performance period and the grant agreements are not continued on the same terms and conditions, in the case of a Board Change or Unapproved Control Purchase, or not continued or assumed on equivalent terms, in the case of a Reorganization, then each grantee will be deemed to have earned his target PSUs, which will vest. The underlying common shares will be issued within 30 days of such change in control event, or immediately prior to a Reorganization. If the grant agreements for the PSUs are continued or assumed, then each grantee will be deemed to have earned his target PSUs or earned PSUs, which will be converted to time-vested RSUs subject to service and vesting requirements in accordance with the grant agreement. The Deferred Compensation Plan provides our compensation committee with the discretion to terminate the Deferred Compensation Plan within 12 months of certain change in control events and distribute each participant’s account balance.

Termination After Change in Control

The PSUs provide that, if a change in control event occurs that does not result in accelerated vesting of such awards, a subsequent termination of employment will accelerate vesting of the earned PSUs if the termination is due to death or disability or is without cause or the participant resigns for good reason. The common shares underlying the vested PSUs will be issued no later than March 15 of the calendar year immediately following the calendar year in which the termination occurred. If the SAR awards, including the CEO SAR Award, are continued after a Reorganization, the awards provide for full vesting if the executive is terminated by us without cause or resigns with good reason within twelve months after the Reorganization.

For purposes of each of the PSUs and the SAR awards other than the CEO SAR Award, “good reason” for a participant to resign following a change in control event requires that one of the following has occurred without the consent of the participant: (1) a material diminution in the participant’s base compensation; (2) a material diminution of his official position or authority; or (3) a required relocation of his principal business office to a different country. For purposes of the CEO SAR Award, “good reason” has the meaning set forth in Mr. Nair’s employment agreement. Additional procedural requirements apply for a resignation to qualify as being for “good reason.”

The “Employment Terminated” columns assume that the executive’s employment is terminated as of December 31, 2019, without cause and include the incremental benefits that would result from such a termination under the employment agreements and equity incentive plans as described under —Termination of Employment above.

280G Tax Gross-Up. Our NEOs have agreed in their employment agreements to waive any rights they would have under any equity or other agreements to any 280G tax gross-up payment from us or Liberty LA. The grant agreements for the PSUs impose a cap that applies if a benefit is triggered due to a change-of-control event that would be subject to an excise tax pursuant to Section 280G of the Code. Under the PSUs, if the excise tax can be avoided through a reduction in the amount of “parachute payments” (as defined in Section 280G) required to be provided to the grantee with respect to the PSUs, then the amount of “parachute payments” shall automatically be reduced to the minimum extent necessary to avoid the excise tax.

For purposes of the change-of-control events in the table below, we have assumed that the amounts payable to the NEOs would not exceed the threshold that would subject such amounts to excise taxes pursuant to Section 280G of the Code and that no parachute cap would apply.

Change In Control


	Unapproved Control Purchase /Board Change - Plan Benefits Continued		Reorganization-Plan Benefits Continued	Change in Control - Plan Benefits Not Continued
Name	Employment Terminated ($)	Employment Continues ($)	Employment Terminated ($)	Employment Continues ($)
Balan Nair
Severance Payment	7,150,100	—	7,150,100	—
Deferred Compensation (1)	2,160,412	2,160,412	2,160,412	2,160,412
SARs Accelerated	426,017	—	426,017	426,017
2019 PSUs	2,501,619	(2)	2,501,619	2,501,619
2020 PSUs	4,234,924	(2)	4,234,924	4,234,924
RSUs Accelerated	262,749	—	262,749	262,749
Benefits (3)	28,060	—	28,060	—
Total	16,763,880	2,160,412	16,763,880	9,585,720
Christopher Noyes
Severance Payment	1,647,000	—	1,647,000	—
SARs Accelerated	98,312	—	98,312	98,312
2019 PSUs	577,309	(2)	577,309	577,309
2020 PSUs	977,282	(2)	977,282	977,282
RSUs Accelerated	104,893	—	104,893	104,893
Benefits (3)	23,329	—	23,329	—
Total	3,428,126	—	3,428,126	1,757,797
Betzalel Kenigsztein
Severance Payment	1,722,000	—	1,722,000	—
Deferred Compensation (1)	421,775	421,775	421,775	421,775
SARs Accelerated	98,312	—	98,312	98,312
2019 PSUs	577,309	(2)	577,309	577,309
2020 PSUs	977,282	(2)	977,282	977,282
RSUs Accelerated	31,445	—	31,445	31,445


Benefits (3)	23,329	—	23,329	—
Total	3,851,453	421,775	3,851,453	2,106,124
John Winter
Severance Payment	1,828,600	—	1,828,600	—
SARs Accelerated	81,927	—	81,927	81,927
2019 PSUs	481,080	(2)	481,080	481,080
2020 PSUs	814,413	(2)	814,413	814,413
RSUs Accelerated	104,893	—	104,893	104,893
Benefits (3)	23,329	—	23,329	—
Total	3,334,242	—	3,334,242	1,482,313
Vivek Khemka
Severance Payment	1,647,000	—	1,647,000	—
Deferred Compensation (1)	89,399	89,399	89,399	89,399
SARs Accelerated	98,312	—	98,312	98,312
2019 PSUs	577,309	(2)	577,309	577,309
2020 PSUs	977,282	(2)	977,282	977,282
RSUs Accelerated	78,667	—	78,667	78,667
Benefits (3)	23,329	—	23,329	—
Total	3,491,299	89,399	3,491,299	1,820,970

(1) For purposes of the tabular presentation above, we have assumed that our compensation committee will use its discretion to terminate the Deferred Compensation Plan and distribute each participant’s account balance.

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

(3) For Mr. Nair, represents the full estimated cost to maintain health benefits for him and/or his dependents during the 12-month period following his termination. For each other NEO, represents the company’s portion of the cost to maintain health benefits for the NEO and/or his dependents during the 12-month period following his termination, assuming payment of premiums by the NEO.

CEO Pay Ratio

We are a global company that employs approximately 11,900 people (on a full-time, long-term contractors and part-time equivalent basis at year-end 2020) in over 20 countries, with a majority of our work force located outside the U.S. We strive to ensure that every employee is paid at a level reflective of their job responsibilities and is competitive within our peer group and the respective country and local employment markets. We are committed to providing pay equity throughout our company, which we view as critical to our success in supporting a diverse workforce with opportunities for employees to develop, advance and contribute.

Under the rules adopted pursuant to the Dodd-Frank Act of 2010, we are required to provide the total compensation paid to our median employee, as well as the ratio of the total compensation paid to such median employee as compared to the total compensation paid to our CEO. For the year ended December 31, 2020:

•The annual total compensation of the employee identified as the median of our company (other than our CEO) was $47,777.

•The annual total compensation of the CEO for purposes of determining the CEO Pay Ratio was $16,478,363.

Based on the above, our CEO to median employee pay ratio is 345:1.

This pay ratio is a reasonable estimate calculated in a manner consistent with the SEC rules based on the methodology described below. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment

and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

The same median employee was used for 2020, as allowed under Regulation S-K item 402(u), which allows companies to use the same median employee (or comparable employee) for up to three years, with refreshed compensation data for the median employee for the respective reporting year if a company’s compensations programs for its employee population has not significantly changed. We identified our median employee by collecting payroll data of our employee population on October 31, 2018, consisting of salary and wages (including overtime) and annual bonus amounts. At that time, our employee population consisted 3.8% U.S. employees and 96.2% non-U.S. employees. Approximately 300 employees in five countries were excluded in Nicaragua, St. Vincent, Montserrat, Curacao and Honduras as allowed under the de minimis exception to the SEC rules. We annualized the compensation of all newly hired permanent and part-time employees. We did not perform any other adjustments. After identifying the median employee, for purposes of the pay ratio, we calculated the median employee’s total annual compensation in accordance with the requirements of the Summary Compensation table.

Director Compensation

Set forth below is a description of the compensation for our nonemployee directors. Our directors are also entitled to the benefit of our policy on personal usage of our aircraft set forth above under —Aircraft Policy.

Fees and Expenses

Each member of our Board who is not an employee of Liberty Latin America (other than our Executive Chairman, Mr. Fries), received an annual retainer of $100,000. Each director who serves as the chair of the audit committee or the compensation committee receives a fee for such service of $20,000, and each other director who serves as a member of the audit committee or the compensation committee receives $10,000, in each case for each full year of service in such position. We do not pay any additional fees for service on our nominating and corporate governance committee. All annual director fees, including fees for chairpersons, are payable in arrears in four equal quarterly installments. Our directors may elect to have their quarterly fee installments paid in common shares instead of in cash. Such election for fees payable for a specific calendar quarter must be made not later than the last day of the immediately preceding calendar quarter and consist of a combination of LILA and LILAK shares. The number of shares issued is based on the fair market value on the last trading day of the quarter for which the election is made. Any fractional share is paid in cash. Currently, our President and CEO, Mr. Nair, does not receive any additional compensation for his service as a director. In 2020, each of our directors agreed to reduce their fees and/or payments pursuant to equity awards in connection with the company’s initiative to support our employees, including the establishment of a relief fund to assist employees impacted by the pandemic. The amounts provided in the table below reflect this reduction in fees paid to our directors for the 2020 year.

Generally, we expect to reimburse our non-executive directors for travel, lodging and other reasonable expenses related to their service on our Board and related committees. From time to time, we expect to provide our directors information on conferences and seminars that may be of interest to them as a director of Liberty Latin America. For directors who elect to attend these events, we expect to cover the costs as part of our policy to keep members of our Board informed on issues that relate to their duties as a director. In addition, we make available to members of our Board, at their election, health insurance under our health insurance policies.

Equity Awards

Annually, each of our current non-executive directors receives an equity award under the Director Plan with a combined grant date fair value of $125,000 awarded in the form of a grant of LILA RSUs and a grant of LILAK RSUs in a one for two ratio. For 2020, the directors’ annual equity awards, except for Mr. Nair, increased to $150,000. For 2020, our Executive Chairman, Mr. Fries, earned an equity award with a combined grant date fair value of $475,000 awarded in the form of a grant of LILA RSUs and a grant of LILAK RSUs in a one for two ratio. The director RSUs are made at the same time the annual SAR grants are made to our employees under the annual incentive plan. The awards of RSUs vest in full on the date of the first anniversary of the date of grant.

Deferred Compensation Plan

At its February 21, 2020 meeting, our compensation committee adopted the Liberty Latin America Ltd. Nonemployee Director Deferred Compensation Plan, effective March 1, 2020 (the Director Deferred Compensation Plan). Under the Director Deferred Compensation Plan, beginning with deferral elections for the second quarter of 2020 and after, non-executive directors may elect to defer payment of up to 85% of their annual retainer and their annual equity awards to the

extent payable in restricted shares or RSUs. Annual retainers payable in cash and deferred under the Director Deferred Compensation Plan will be credited with interest at the rate of 8.5% per year, compounded daily (the credited interest fund). Our Board reserved the right to change the interest rate in the future, provided that any decreases in the rate will apply only to deferred elections that become irrevocable after the new rate is set. Annual equity awards payable in restricted shares or RSUs that are deferred will not be credited with interest, but will be adjusted for splits, combinations, dividends or distributions (the stock fund). The deferred annual retainers and deferred equity awards may be distributed in a lump sum or in a series of up to two annual installments upon a distribution event. A distribution event is when (1) the director ceases to be a member of our Board or dies, or (2) at the election of our Board, within 12 months of certain change in control events, or (3) a specific date is selected by the director at the time he or she makes his deferral election. The Director Deferred Compensation Plan provides our Board with the discretion to terminate the Director Deferred Compensation Plan at any time. This optional termination will not result in accelerated distributions.

2020 Compensation of Directors

The following table sets forth information concerning the compensation of our nonemployee directors for the fiscal year 2020.


Name (1)	Fees Earned or Paid in Cash ($)		Stock Awards ($)(2)(3)		Option Awards ($)(3)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Michael T. Fries	—		—		—	—	—	788,823
LILA	—		157,788		—
LILAK	—		631,035	(4)	—
Daniel E. Sanchez	100,000		—		—	—	—	254,315
LILA	—		49,827		—
LILAK	—		104,488		—
Alfonso de Angoitia Noriega	60,000	(5)	—		—	—	—	214,315
LILA	—		49,827		—
LILAK	—		104,488		—
Charles H.R. Bracken	50,000		—		—	—	—	204,315
LILA	—		49,827		—
LILAK	—		104,488		—
Miranda Curtis	80,000		—		—	—	—	238,915
LILA	—		49,827		—
LILAK	—		109,088	(6)	—
Paul A. Gould	80,000	(7)	—		—	—	—	238,915
LILA	—		49,827		—
LILAK	—		109,088	(8)	—
Brendan Paddick	60,000	(9)	—		—	—	—	214,315
LILA	—		49,827		—
LILAK	—		104,488		—
Eric L. Zinterhofer	60,000	(10)	—		—	—	—	214,315
LILA	—		49,827	(11)	—
LILAK	—		104,488	(11)	—

(1)Mr. Nair, our President and CEO, does not receive any additional compensation as a director. For information on Mr. Nair’s compensation, see —Summary Compensation above.

(2)The dollar amounts in the table reflect the grant date fair value of share awards and RSUs related to LILA shares and LILAK shares at the time of grant in accordance with ASC 718. For a description of the assumptions used in these calculations, see Notes 3 and 17 to our consolidated financial statements for the year ended December 31, 2020, which are included in the 2020 Form 10-K. This column includes RSUs granted to our directors as adjustment for outstanding RSU and SAR awards in connection with our 2020 Rights Offering.

(3)At December 31, 2020, our current non-employee directors had the following awards outstanding:


Name	Class	Options (#) (a)	Restricted Shares/RSUs (#)
Michael T. Fries	LILA	294,915	13,544
	LILAK	590,118	27,088
Eric L. Zinterhofer	LILA	—	4,277
	LILAK	—	8,554
Alfonso de Angoitia Noriega	LILA	—	4,277
	LILAK	—	8,554
Charles H.R. Bracken	LILA	62,316	4,277
	LILAK	124,733	8,554
Miranda Curtis	LILA	4,191	4,277
	LILAK	8,928	8,554
Paul A. Gould	LILA	4,191	4,277
	LILAK	8,928	8,554
Brendan Paddick	LILA	—	4,277
	LILAK	—	8,554
Daniel E. Sanchez	LILA	—	4,277
	LILAK	—	8,554

a.Includes shares that are subject to options or SARs, reported on a gross basis.

(4) Includes 25,641 RSUs granted to Mr. Fries in connection with our 2020 Rights Offering as adjustment for outstanding SAR awards held by Mr. Fries in connection with his service to Liberty Global prior to the Split-Off, with a grant date fair value of $300,154.

(5) Includes approximately $59,925 that Mr. Angoitia Noriega received in our common shares in lieu of cash.

(6) Includes 393 RSUs granted to Ms. Curtis in connection with our 2020 Rights Offering as adjustment for outstanding options held by Ms. Curtis in connection with her service to Liberty Global prior to the Split-Off, with a grant date fair value of $4,600.

(7) Includes approximately $79,959 that Mr. Paul Gould received in our common shares in lieu of cash.

(8) Includes 393 RSUs granted to Mr. Gould in connection with our 2020 Rights Offering as adjustment for outstanding options held by Mr. Gould in connection with his service to Liberty Global prior to the Split-Off, with a grant date fair value of $4,600.

(9) Includes approximately $58,062 that Mr. Brendan Paddick received in our common shares in lieu of cash.

(10) Includes approximately $59,925 that Mr. Eric Zinterhofer received in our common shares in lieu of cash. Mr. Zinterhofer transferred such amounts to Searchlight Capital Partners, LP.

(11) Mr. Eric Zinterhofer transferred all of the common shares that he received to affiliates of Searchlight Capital Partners, LP.

Equity Compensation Plan Information

The following table sets forth information as of December 31, 2020, with respect to our common shares authorized for issuance under our equity compensation plans.

Plan Category

Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)

Weighted average exercise price of outstanding options, warrants, and rights (b)

Number of securities available for future issuance under equity compensation plans (excluding securities reflected in column (a))(c)(1)

Equity compensation plans approved by security holders:

Liberty Latin America 2018 Incentive Plan(2)

5,790,475

LILA

5,353,061

15.52

LILAB

N/A

LILAK

10,645,368

15.48

Liberty Latin America 2018 Nonemployee Director Incentive Plan

4,771,332

LILA

43,483

N/A

LILAB

N/A

LILAK

86,966

N/A

Equity compensation plans not approved by security holders:

Liberty Latin America Transitional Share Conversion Plan(3)

—

(4)

LILA

1,345,535

32.34

LILAB

N/A

LILAK

2,701,044

32.76

Total

LILA

6,742,079

19.33

LILAB

N/A

LILAK

13,433,378

19.41

10,561,807

(1)Each plan permits grants of, or with respect to, any class of our common shares, subject to a single aggregate limit.

(2)Consists of SARs, PSUs and RSUs held by participants at our company under the Incentive Plan.

(3)Consists of SARs, stock options, PSUs and RSUs held by participants at our company and Liberty Global under the Transition Plan.

(4)The Transition Plan governs the terms and conditions of awards with respect to our company’s common shares that were granted in connection with adjustments made to awards granted by Liberty Global with respect to the LiLAC Shares. As a result, no further grants are permitted under this plan.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Under our written Corporate Governance Guidelines, if a director or executive officer has an actual or potential conflict of interest (which includes being a party to a proposed “related party transaction” (as defined by Item 404 of Regulation S-K)), the director or executive officer should promptly inform the chief executive officer and the chairperson of the audit committee to address such actual or potential conflicts. No “related party transaction” may be effected by our company without the approval of the audit committee or other independent committee of the Board designated to address such actual or potential conflicts.

SHAREHOLDER PROPOSALS

This proxy statement relates to our AGM which will take place on May 12, 2021. Based solely on the date of our AGM and the date of this proxy statement, (i) a shareholder proposal must be submitted in writing to our Secretary and received at our principal executive offices at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda by the close of business on December 2, 2021, in order to be eligible for inclusion in our proxy materials for the 2022 Annual General Meeting of Shareholders (the 2022 annual meeting), and (ii) while we currently anticipate that the 2022 annual meeting will be held during the second quarter of 2022, if the 2022 annual meeting is called for a date within 30 calendar days before or after May 12, 2022, a shareholder proposal, or any nomination by shareholders of a person or persons for election to the Board, must be submitted in writing to our Secretary and received at our principal executive offices at the foregoing address not earlier than February 11, 2022, and not later than March 14, 2022, to be considered for presentation at the 2022 annual meeting. If the 2022 annual meeting is called for a date more than 30 calendar days before or 30 calendar days after May 12, 2022, a shareholder proposal, or any nomination by shareholders of a person or persons for election to the Board, will instead be required to be received at our principal executive offices at the foregoing address not later than the close of business on the tenth day following the first day on which notice of the date of the 2022 annual meeting is communicated to shareholders or public disclosure of the date of the 2022 annual meeting is made, whichever occurs first, in order to be considered for presentation at the 2022 annual meeting.

All shareholder proposals for inclusion in our proxy materials will be subject to the requirements of the proxy rules adopted under the Exchange Act, our memorandum of association and bye-laws and applicable law.

ADDITIONAL INFORMATION

We file periodic reports, proxy materials and other information with the SEC. You may also inspect such filings on the internet website maintained by the SEC at www.sec.gov. Additional information can also be found on our website at www.lla.com. (Information contained on any website referenced in this proxy statement is not incorporated by reference in this proxy statement). If you would like to receive a copy of our 2020 Form 10-K, as amended, or any of the exhibits listed therein, please call or submit a request in writing to Investor Relations, Liberty Latin America Ltd. 1550 Wewatta Street, Suite 710, Denver, Colorado 80202, United States, Tel. No. +1 (303) 925-6000, and we will provide you with the 2020 Form 10-K, as amended, without charge, or any of the exhibits listed therein upon the payment of a nominal fee (which fee will be limited to the expenses we incur in providing you with the requested exhibits).

Appendix A

LIBERTY LATIN AMERICA 2018 INCENTIVE PLAN

(Amended and Restated effective May 12, 2021)

ARTICLE I

PURPOSE OF PLAN

1.1 Purpose. The purpose of the Plan is to promote the success of the Company by providing a method whereby (a) eligible employees of the Company and its Subsidiaries and (b) consultants providing services to the Company and its Subsidiaries may be awarded additional remuneration for services rendered and encouraged to acquire shares of the Company, thereby increasing their proprietary interest in the Company’s businesses, encouraging them to remain in the employ of the Company or its Subsidiaries, and increasing their personal interest in the continued success and progress of the Company and its Subsidiaries. The Plan is also intended to aid in (a) attracting Persons of exceptional ability to become officers and employees of the Company and its Subsidiaries and (b) inducing consultants to agree to provide services to the Company and its Subsidiaries.

1.2 Effective Date. The Plan is effective December 29, 2017 (the “Effective Date”) and amended and restated effective May 12, 2021.

ARTICLE II

DEFINITIONS

2.1 Certain Defined Terms. Capitalized terms not defined elsewhere in the Plan shall have the following meanings (whether used in the singular or plural):

“Act” means the Bermuda Companies Act 1981, as amended from time to time, and the rules and regulations thereunder.

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

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

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

any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company.

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

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

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

“Cash Award” means an Award made pursuant to Section 10.1 of the Plan to a Holder that is paid solely on account of the attainment of one or more Performance Objectives that have been pre-established by the Committee.

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

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

“Company” means Liberty Latin America Ltd., an exempted Bermuda company limited by shares.

“Consultant” means an independent contractor, consultant, or any other individual who is not an employee or non-employee director of the Company or any of its Subsidiaries and who (i) in the opinion of the Committee is in a position to contribute to the growth or financial success of the Company, (ii) is a natural person and (iii) provides bona fide services to the Company or any of its Subsidiaries.

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

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

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

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

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

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

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

“Fair Market Value” of a Share on any day means the closing price (or, if no closing price is reported, the average of the high bid and low asked prices) for a Share on such day (or, if such day is not a trading day, on the next preceding trading day) as reported on the Nasdaq or, if not traded on the Nasdaq, such other principal U.S. securities exchange for such security on the date of determination. If for any day the Fair Market Value of a Share is not determinable by any of the foregoing means, then the Fair Market Value for such day shall be determined in good faith by the Committee on the basis of such quotations and other considerations as the Committee deems appropriate.

“Free Standing SAR” has the meaning ascribed thereto in Section 7.1.

“Holder” means a Person who has received an Award under the Plan.

“Nasdaq” means the Nasdaq Global Select Market.

“Option” means a share option granted under Article VI.

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

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

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

“Plan” means this Liberty Latin America 2018 Incentive Plan, as effective as of the Effective Date, and as may be amended from time to time.

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

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

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

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

“Retirement” means the voluntary termination of a Holder’s employment with the Company and its Subsidiaries on such terms as are determined by the Committee and set forth in the Agreement, or, if not otherwise

set forth in the Agreement, the voluntary termination on or after the date that the sum of the Holder’s years of age and years of employment with the Company and its Subsidiaries is at least 70.

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

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

“Share” means each or any (as the context may require) share of a class in the share capital of the Company, each of which as of the Effective Date has a par value of $0.01.

“Shareholder” means a holder of any class of shares of the Company, sometimes referred to as “member” under Bermuda law.

“Subsidiary” of a Person means any present or future subsidiary (as defined in Section 424(f) of the Code) of such Person or any business entity in which such Person owns, directly or indirectly, 50% or more of the voting, capital or profits interests. An entity shall be deemed a subsidiary of a Person for purposes of this definition only for such periods as the requisite ownership or control relationship is maintained. For purposes of Section 5.1, a Subsidiary shall additionally mean a subsidiary within the meaning of Section 86 of the Act.

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

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

“Vesting Date,” with respect to any Restricted Shares or Restricted Share Units awarded hereunder, means the date on which such Restricted Shares or Restricted Share Units cease to be subject to cancellation or automatic repurchase by the Company in accordance with applicable law for a price equal to the aggregate par value thereof, as designated in or determined in accordance with the Agreement with respect to such Award of Restricted Shares or Restricted Share Units. If more than one Vesting Date is designated for an Award of Restricted Shares or Restricted Share Units, reference in the Plan to a Vesting Date in respect of such Award shall be deemed to refer to each part of such Award and the Vesting Date for such part.

ARTICLE III

ADMINISTRATION

3.1 Committee. The Plan shall be administered by the Compensation Committee of the Board unless a different committee is subsequently appointed by the Board. The Committee shall be comprised of not less than two Persons who fulfill the “non‑employee director” requirements of Rule 16b‑3 under the Exchange Act, the “outside director” requirements of Section 162(m) of the Code and the “independent” requirement of the rules of any principal securities exchange on which any of the securities of the Company are traded, listed or quoted, if any. To the extent that one or more members of the Committee do not satisfy the foregoing requirements generally or with respect to a particular matter, any such members may recuse themselves or abstain from participation, and the remaining members of the Committee may act for the Committee as a whole provided such remaining members satisfy the requirements of the previous sentence. The Board may from time to time appoint members of the Committee in substitution for or in addition to members previously appointed, may fill vacancies in the Committee and may remove members of the Committee. The Committee shall select one of its members as its chairman and shall hold its meetings at such times and places as it shall deem advisable. A majority of its members shall constitute a quorum and all determinations shall be made by a majority of such quorum. Any determination reduced to writing and signed by all of the members shall be as fully effective as if it had been made by a majority vote at a meeting duly called and held.

3.2 Powers. The Committee shall have full power and authority to grant to eligible Persons Options under Article VI of the Plan, SARs under Article VII of the Plan, Restricted Shares under Article VIII of the Plan, Restricted Share Units under Article IX of the Plan, Cash Awards under Article X of the Plan and/or Performance Awards under Article X of the Plan, to determine the terms and conditions (which need not be identical) of all Awards so granted (which may include, without limitation, providing for the recoupment of Shares or the cash equivalent thereof), to interpret the provisions of the Plan and any Agreements relating to Awards granted under the Plan, to adopt sub-plans under the Plan, to adopt special terms for Awards granted to eligible Persons in countries outside Bermuda and the United States, to enter into arrangements to facilitate the administration of Awards under the Plan, and to supervise the administration of the Plan. The Committee in making an Award may provide for the granting or issuance of additional, replacement or alternative Awards upon the occurrence of specified events, including the exercise of the original Award. The Committee shall have sole authority in the selection of Persons to whom Awards may be granted under the Plan and in the determination of the timing, pricing and amount of any such Award, subject only to the express provisions of the Plan. In making determinations hereunder, the Committee may take into account the nature of the services rendered by the respective employees or by Consultants, their present and potential contributions to the success of the Company and its Subsidiaries, and such other factors as the Committee in its discretion deems relevant.

3.3 Interpretation. The Committee is authorized, subject to the provisions of the Plan, to establish, amend and rescind such rules and regulations as it deems necessary or advisable for the proper administration of the Plan and to take such other action in connection with or in relation to the Plan as it deems necessary or advisable. Each action and determination made or taken pursuant to the Plan by the Committee, including any interpretation or construction of the Plan, shall be final and conclusive for all purposes and upon all Persons. No member of the Committee shall be liable for any action or determination made or taken by him or her or the Committee in good faith with respect to the Plan.

ARTICLE IV

SHARES SUBJECT TO THE PLAN

4.1 Number of Shares; Award Limits. Subject to the provisions of this Article IV, the maximum number of Shares with respect to which Awards may be granted during the term of the Plan shall be 75 million Shares; provided, however, that the maximum number of class B Shares of the Company (the “Class B Shares”) with respect to which Awards may be so granted during the term of the Plan shall be 10 million Shares. Shares issued pursuant to the Plan shall be fully paid and, to the extent permitted by the laws of Bermuda, will be made available from treasury Shares or newly allotted and issued Shares. Any Shares (i) subject to any Award granted under the Plan that shall expire, terminate or be annulled for any reason without having been exercised (or considered to have been exercised), (ii) subject to any Award of any SAR granted under the Plan that shall be exercised for cash, (iii) subject to any Award of Restricted Shares that shall be automatically repurchased by the Company in accordance with applicable law for a price equal to the aggregate par value thereof or any Award of Restricted Share Units that shall be cancelled, in each case prior to becoming vested or settled in cash on vesting (provided that the Holder received no benefits of ownership of such Restricted Shares or Restricted Share Units other than voting rights), (iv) covered by an Award and not delivered to the Holder due to payment of withholding taxes or purchase prices and (v) that the Company repurchases on the open market by the Company with the proceeds of an Option purchase price, shall to the extent permitted under applicable law, again be available for purposes of the Plan. Except for Awards described in Section 11.1, and subject to adjustment from time to time as provided in Section 4.2, (i) no Person may be granted in any calendar year Awards covering more than 4 million Shares, and (ii) no Person may be granted in any calendar year Awards covering more than 2 million Shares of Class B Shares. No Person shall receive payment for Cash Awards during any calendar year aggregating in excess of $10,000,000 (or the equivalent thereof in any currency).

4.2 Adjustments. If the Company subdivides its outstanding Shares into a greater number of Shares (by share dividend, share split, reclassification, alteration of capital, capitalization of profits or otherwise) or combines its outstanding Shares into a smaller number of Shares (by consolidation, reclassification, amalgamation or otherwise) or if the Committee determines that there is any variation in the share capital of the Company or that there is any Share dividend, extraordinary cash dividend, alteration of capital, capitalization of profits, bonus issue, reclassification, recapitalization, reorganization, amalgamation, consolidation, split-up, spin-off, combination,

exchange of Shares, warrants or rights offering to purchase any class of Shares or other similar corporate event (including compromises or arrangements sanctioned by a court under Part VII of the Act, mergers, amalgamations or consolidations, other than those which constitute Approved Transactions, adjustments with respect to which shall be governed by Section 11.1(b)) affects any class of Shares so that an adjustment is required to preserve the benefits or potential benefits intended to be made available under the Plan, then the Committee, in its sole discretion and in such manner as the Committee may deem equitable and appropriate, may make such adjustments to any or all of (i) the number and kind of Shares which thereafter may be awarded, optioned or otherwise made subject to the benefits contemplated by the Plan, (ii) the number and kind of Shares subject to outstanding Awards, and (iii) the purchase or exercise price and the relevant appreciation base with respect to any of the foregoing, provided, however, that the number of Shares subject to any Award shall always be a whole number. Notwithstanding the foregoing, if all Shares of any class of Shares are redeemed, then each outstanding Award shall be adjusted to substitute for the Shares subject thereto the kind and amount of cash, securities or other assets issued or paid in the redemption of the equivalent number of Shares of such class of Shares and otherwise the terms of such Award, including, in the case of Options or similar rights, the aggregate exercise price, and, in the case of Free Standing SARs, the aggregate base price, shall remain constant before and after the substitution (unless otherwise determined by the Committee and provided in the applicable Agreement). The Committee may, if deemed appropriate, provide for a cash payment to any Holder of an Award in connection with any adjustment made pursuant to this Section 4.2.

4.3 Substitute Awards. Substitute Awards shall not reduce the Shares authorized for grant under the Plan or authorized for grant to a Person in any calendar year. Additionally, in the event that a company acquired by the Company or any Subsidiary, or with which the Company or any Subsidiary combines, has shares available under a pre‑existing plan approved by shareholders and not adopted in contemplation of such acquisition or combination, a number of Shares equal to the number of shares available for grant pursuant to the terms of such pre‑existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the shareholders of the entities party to such acquisition or combination) shall be available for grant under Section 4.1; provided that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to Persons who were not employed by the Company or its Subsidiaries prior to such acquisition or combination.

ARTICLE V

ELIGIBILITY

5.1 General. The Persons who shall be eligible to participate in the Plan and to receive Awards under the Plan shall, subject to Section 5.2, be such Persons who are employees (including officers and directors) of or Consultants providing services to the Company or its Subsidiaries as the Committee shall select. Awards may be made to employees or Consultants who hold or have held Awards under the Plan or any similar or other awards under any other plan of the Company or any of its Affiliates.

5.2 Ineligibility. No member of the Committee, while serving as such, shall be eligible to receive an Award.

ARTICLE VI

OPTIONS

6.1 Grant of Options. Subject to the limitations of the Plan, the Committee shall designate from time to time those eligible Persons to be granted Options, the time when each Option shall be granted to such eligible Persons, the class and number of Shares subject to such Option, and, subject to Section 6.2, the purchase price of the Shares subject to such Option.

6.2 Option Price.

(a) Price on Date of Grant. The price at which Shares may be purchased upon exercise of an Option shall be fixed by the Committee and may be no less than the Fair Market Value of the Shares subject to the Option as of the date the Option is granted.

(b) Repricing Prohibited. Except for adjustments pursuant to Section 4.2, the purchase price of a Share for any outstanding Option granted under the Plan may not be decreased after the date of grant nor may an outstanding Option granted under the Plan be surrendered to the Company as consideration for the grant of a new Option with a lower purchase price, cash or a new Award unless there is prior approval by the Shareholders.

6.3 Term of Options. Subject to the provisions of the Plan with respect to death, Disability, Retirement and termination of employment or services, the term of each Option shall be for such period as the Committee shall determine as set forth in the applicable Agreement, provided that such term may not exceed ten years.

6.4 Exercise of Options. An Option granted under the Plan shall become (and remain) exercisable during the term of the Option to the extent provided in the applicable Agreement and the Plan and, unless the Agreement otherwise provides, may be exercised to the extent exercisable, in whole or in part, at any time and from time to time during such term; provided, however, that subsequent to the grant of an Option, the Committee, at any time before complete termination of such Option, may accelerate the time or times at which such Option may be exercised in whole or in part (without reducing the term of such Option).

6.5 Manner of Exercise.

(a) Form of Payment. An Option shall be exercised by written notice to the Company upon such terms and conditions as the Agreement may provide and in accordance with such other procedures for the exercise of Options as the Committee may establish from time to time. The method or methods of payment of the purchase price for the Shares to be purchased upon exercise of an Option and of any amounts required by Section 11.9 shall be determined by the Committee and may consist of (i) cash, (ii) check, (iii) promissory note (subject to the Act and other applicable law), (iv) whole Shares of any class, (v) the cancellation of the right to receive part of the Shares of the applicable class of Shares issuable upon such exercise of the Option in consideration for cash paid by the Company to the Holder to be applied by the Holder solely for the purpose of subscribing for and paying up the aggregate par value of the balance of the Shares issuable upon such Option (subject to the Act or other applicable law), (vi) the delivery, together with a properly executed exercise notice, of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds required to pay the purchase price (subject to the Act and other applicable law), (vii) any other method as provided in the applicable Agreement or (viii) any combination of the foregoing methods of payment, or such other consideration and method of payment as may be permitted for the issuance of Shares under the Act. The permitted method or methods of payment of the amounts payable upon exercise of an Option, if other than in cash, shall be set forth in the applicable Agreement and may be subject to such conditions as the Committee deems appropriate. The Committee may adopt a policy providing for the automatic exercise of an Option due to its expiration.

(b) Value of Shares. Unless otherwise determined by the Committee and provided in the applicable Agreement, Shares of any class of Shares delivered in payment of all or any part of the amounts payable in connection with the exercise of an Option, and Shares of any class of Shares withheld for such payment, shall be valued for such purpose at their Fair Market Value as of the exercise date. Notwithstanding the foregoing, with respect to an Option exercise the purchase price of which is paid pursuant to clause (vi) of Section 6.5(a), Shares shall be valued at the price Shares are sold in the market.

(c) Issuance of Shares. The Company shall effect the transfer of the Shares purchased under the Option as soon as practicable after the exercise thereof and payment in full of the purchase price therefor and of any amounts required by Section 11.9, and within a reasonable time thereafter, such transfer shall be evidenced on the books of the Company. Unless otherwise determined by the Committee and provided in the applicable Agreement, (i) no Holder or other Person exercising an Option shall have any of the rights of a Shareholder with respect to Shares subject to an Option granted under the Plan until due exercise and full payment has been made, and (ii) no adjustment shall be made for cash dividends or other rights for which the record date is prior to the date of such due exercise and full payment.

ARTICLE VII

SARS

7.1 Grant of SARs. Subject to the limitations of the Plan, SARs may be granted by the Committee to such eligible Persons in such numbers, with respect to any specified class of Shares, and at such times during the term of the Plan as the Committee shall determine. A SAR may be granted to a Holder of an Option (hereinafter called a “related Option”) with respect to all or a portion of the Shares subject to the related Option (a “Tandem SAR”) or may be granted separately to an eligible Person (a “Free Standing SAR”). Subject to the limitations of the Plan, SARs shall be exercisable in whole or in part upon notice to the Company upon such terms and conditions as are provided in the Agreement.

7.2 Tandem SARs. A Tandem SAR may be granted either concurrently with the grant of the related Option or at any time thereafter prior to the complete exercise, termination, expiration or cancellation of such related Option. Tandem SARs shall be exercisable only at the time and to the extent that the related Option is exercisable (and may be subject to such additional limitations on exercisability as the Agreement may provide) and in no event after the complete termination or full exercise of the related Option. Upon the exercise or termination of the related Option, the Tandem SARs with respect thereto shall be canceled automatically to the extent of the number of Shares with respect to which the related Option was so exercised or terminated. Subject to the limitations of the Plan, upon the exercise of a Tandem SAR and unless otherwise determined by the Committee and provided in the applicable Agreement, (i) the Holder thereof shall be entitled to receive, for each of the applicable classes of Shares with respect to which the Tandem SAR is being exercised, consideration (in the form determined as provided in Section 7.4) equal in value to the excess of the Fair Market Value of a Share of the applicable class of Shares with respect to which the Tandem SAR was granted on the date of exercise over the related Option purchase price per Share, and (ii) the related Option with respect thereto shall be canceled automatically to the extent of the number of Shares with respect to which the Tandem SAR was so exercised.

7.3 Free Standing SARs. Free Standing SARs shall be exercisable at the time, to the extent and upon the terms and conditions set forth in the applicable Agreement. Subject to the provisions of the Plan with respect to death, Disability, Retirement and termination of employment or services, the term of a Free Standing SAR shall be for such period as the Committee shall determine as set forth in the applicable Agreement, provided that such term may not exceed ten years. The base price of a Free Standing SAR may be no less than the Fair Market Value of the Shares with respect to which the Free Standing SAR was granted as of the date the Free Standing SAR is granted. Subject to the limitations of the Plan, upon the exercise of a Free Standing SAR and unless otherwise determined by the Committee and provided in the applicable Agreement, the Holder thereof shall be entitled to receive from the Company, for each Share with respect to which the Free Standing SAR is being exercised, consideration (in the form determined as provided in Section 7.4) equal in value to the excess of the Fair Market Value of a Share with respect to which the Free Standing SAR was granted on the date of exercise over the base price per Share of such Free Standing SAR. Except for adjustments pursuant to Section 4.2, the base price of a Free Standing SAR granted under the Plan may not be decreased after the date of grant nor may an outstanding Free Standing SAR granted under the Plan be surrendered to the Company as consideration for the grant of a new SAR with a lower base price, cash or a new Award unless there is prior approval by the Shareholders.

7.4 Consideration. The consideration to be received upon the exercise of a SAR by the Holder shall be paid in the applicable class of Shares with respect to which the SAR was granted (valued at Fair Market Value on the date of exercise of such SAR); such payment will be made by the Company first advancing cash equal to the aggregate par value of the Shares to be issued pursuant to the relevant SAR, followed by the immediate application by the Holder thereof of such cash advance in paying up the par value of the Shares to be issued pursuant to the relevant SAR. No fractional Shares shall be issuable upon exercise of a SAR, and unless otherwise provided in the applicable Agreement, the Holder will receive cash in lieu of any fractional Shares. Unless the Committee shall otherwise determine, to the extent a Free Standing SAR is exercisable, it will be exercised automatically on its expiration date. Notwithstanding the foregoing, the issuance of Shares upon exercise of a SAR shall be for at least the minimum consideration necessary to permit such Shares to be fully paid, and the Committee may permit the Holder of a SAR who is not subject to United States federal income tax to be paid consideration in the form of cash, or a combination of cash and the applicable class of Shares with respect to which the SAR was granted.

7.5 Limitations. The applicable Agreement may provide for a limit on the amount payable to a Holder upon exercise of SARs at any time or in the aggregate, for a limit on the time periods during which a Holder may exercise SARs, and for such other limits on the rights of the Holder and such other terms and conditions of the SAR, including a condition that the SAR may be exercised only in accordance with rules and regulations adopted from time to time, as the Committee may determine. Unless otherwise so provided in the applicable Agreement, any such limit relating to a Tandem SAR shall not restrict the exercisability of the related Option. Such rules and regulations may govern the right to exercise SARs granted prior to the adoption or amendment of such rules and regulations as well as SARs granted thereafter.

7.6 Exercise. For purposes of this Article VII, the date of exercise of a SAR shall mean the date on which the Company shall have received notice from the Holder of the SAR of the exercise of such SAR (unless otherwise determined by the Committee and provided in the applicable Agreement).

ARTICLE VIII

RESTRICTED SHARES

8.1 Grant. Subject to the limitations of the Plan, the Committee shall designate those eligible Persons to be granted Awards of Restricted Shares, shall determine the time when each such Award shall be granted, and shall designate (or set forth the basis for determining) the Vesting Date or Vesting Dates for each Award of Restricted Shares, and may prescribe other restrictions, terms and conditions applicable to the vesting of such Restricted Shares in addition to those provided in the Plan. The Committee shall determine the price, if any, to be paid by the Holder for the Restricted Shares; provided, however, that the issuance of Restricted Shares shall be made for at least the minimum consideration necessary to permit such Restricted Shares to be deemed fully paid. All determinations made by the Committee pursuant to this Section 8.1 shall be specified in the Agreement.

8.2 Award of Restricted Shares. An Award of Restricted Shares may be registered electronically in the name of the Holder to whom such Restricted Shares shall have been awarded. During the Restriction Period, any electronically registered Restricted Shares and any securities constituting Retained Distributions shall bear a restrictive legend to the effect that ownership of the Restricted Shares (and such Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms and conditions provided in the Plan and the applicable Agreement. Any such electronically registered Restricted Shares and Retained Distributions shall remain in the custody of the Company or its designee, and the Holder shall deposit with the custodian share powers or other instruments of assignment, each endorsed in blank, so as to permit transfer of all or any portion of the Restricted Shares and any securities constituting Retained Distributions that shall not become vested in accordance with the Plan and the applicable Agreement.

8.3 Restrictions. Restricted Shares shall constitute issued and outstanding Shares of the applicable class of Shares for all corporate purposes. The Holder will have the right to vote such Restricted Shares, to receive and retain such dividends and distributions, as the Committee may designate, paid or distributed on such Restricted Shares, and to exercise all other rights, powers and privileges of a Holder of Shares of the applicable class of Shares with respect to such Restricted Shares; except, that, unless otherwise determined by the Committee and provided in the applicable Agreement, (i) the Holder will not be entitled to delivery of any electronically registered Restricted Shares until the Restriction Period shall have expired and unless all other vesting requirements with respect thereto shall have been fulfilled or waived; (ii) the Company or its designee will retain custody of any electronically registered Restricted Shares during the Restriction Period as provided in Section 8.2; (iii) other than such dividends and distributions as the Committee may designate, the Company or its designee may retain custody of all distributions (“Retained Distributions”) made or declared with respect to the Restricted Shares (and such Retained Distributions will be subject to the same restrictions, terms and vesting, and other conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in a separate account; (iv) the Holder may not sell, assign, transfer, pledge, exchange, encumber or dispose of the Restricted Shares or any Retained Distributions or his or her interest in any of them during the Restriction Period; and (v) a breach of any restrictions, terms or conditions provided in the Plan or

established by the Committee with respect to any Restricted Shares or Retained Distributions will cause (A) the automatic repurchase of such Restricted Shares by the Company in accordance with applicable law for a price equal to the aggregate par value of such Restricted Shares and (B) the automatic payment of any Retained Distributions with respect thereto to the Company.

8.4 Completion of Restriction Period. On the Vesting Date with respect to each Award of Restricted Shares and the satisfaction of any other applicable restrictions, terms and conditions, (i) all or the applicable portion of such Restricted Shares shall become vested, (ii) any Retained Distributions with respect to such Restricted Shares shall become vested to the extent that the Restricted Shares related thereto shall have become vested, and (iii) any cash amount to be received by the Holder with respect to such Restricted Shares shall become payable, all in accordance with the terms of the applicable Agreement. Any such (x) Restricted Shares that shall not become vested shall be automatically repurchased by the Company in accordance with applicable law for a price equal to the aggregate par value of such Restricted Shares and (y) Retained Distributions that shall not become vested shall be automatically paid to the Company, and the Holder shall not thereafter have any rights (including dividend and voting rights) with respect to such Restricted Shares and Retained Distributions. The Committee may, in its discretion, provide for the deferral of an Award of Restricted Shares, Retained Distributions and any cash amounts related to such Award, provided that any such deferral election of a recipient shall be filed in writing with the Committee in accordance with such rules and regulations, including any deadline for the making of such an election, as the Committee may provide, and shall be made in compliance with Section 409A of the Code to the extent applicable.

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

ARTICLE IX

RESTRICTED SHARE UNITS

9.1 Grant. Subject to the limitations of the Plan, the Committee shall designate those eligible Persons to be granted Awards of Restricted Share Units, shall determine the time when each such Award shall be granted, and shall designate (or set forth the basis for determining) the Vesting Date or Vesting Dates for each such Award of Restricted Share Units, and may prescribe other restrictions, terms and conditions applicable to the vesting of such Restricted Share Units in addition to those provided in the Plan. The Committee shall determine the price to be paid by the Holder for the Restricted Share Units; provided, however, that the issuance of Shares in settlement of such Awards shall be made for at least the minimum consideration necessary to permit such Shares to be deemed fully paid. All determinations made by the Committee pursuant to this Section 9.1 shall be specified in the Agreement.

9.2 Restrictions with Respect to Restricted Share Units. Any Award of Restricted Share Units, including any Shares which are represented by an Award of Restricted Share Units, may not be assigned, sold, transferred, pledged or otherwise encumbered prior to the date on which the shares are issued or, if later, the date provided by the Committee at the time of the Award. A breach of any restrictions, terms or conditions provided in the Plan or established by the Committee with respect to any Award of Restricted Share Units will cause a cancellation of such Restricted Share Units and any Dividend Equivalents with respect thereto.

9.3 Award of Restricted Share Units. An Award of Restricted Share Units shall not constitute issued and outstanding Shares, and the Holder shall not have any of the rights of a Shareholder with respect to any Shares represented by an Award of Restricted Share Units, in each case until Shares shall have been issued to the Holder as provided in Section 9.4. To the extent provided by the Committee in an Agreement, the Holder may be entitled to receive Dividend Equivalents with respect to an Award of Restricted Share Units, which may be subject to such restrictions, including, but not limited to, the rules applicable to Retained Distributions in Section 8.3 hereof, as the Committee shall determine.

9.4 Completion of Restriction Period. On the Vesting Date with respect to each Award of Restricted Share Units and the satisfaction of any other applicable restrictions, terms and conditions, (i) all or the applicable portion of such Restricted Share Units shall become vested and Shares issued or cash paid to the Holder therefor, (ii) any unpaid Dividend Equivalents with respect to such Restricted Share Units shall become vested and payable to the Holder to the extent that the Award related thereto shall have become vested, and (iii) any cash amount to be received by the Holder with respect to such Restricted Share Units shall become payable, all in accordance with the terms of the applicable Agreement. Any such Restricted Share Units and any unpaid Dividend Equivalents that shall not become vested shall be cancelled with no Shares issued therefor, and the Holder shall not thereafter have any rights with respect to such Restricted Share Units and any unpaid Dividend Equivalents that shall have been so cancelled. The Committee may, in its discretion, provide for the deferral of an Award of Restricted Share Units, unpaid Dividend Equivalents and any cash amounts related to such Award, provided that any such deferral election of a recipient shall be filed in writing with the Committee in accordance with such rules and regulations, including any deadline for the making of such an election, as the Committee may provide, and shall be made in compliance with Section 409A of the Code to the extent applicable.

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

ARTICLE X

CASH AND PERFORMANCE AWARDS

10.1 Cash Awards. In addition to granting Options, SARs, Restricted Shares and Restricted Share Units, the Committee shall, subject to the limitations of the Plan, have authority to grant to eligible Persons Cash Awards. Each Cash Award shall be subject to such terms and conditions, restrictions and contingencies as the Committee shall determine. Restrictions and contingencies limiting the right to receive a cash payment pursuant to a Cash Award shall be based upon the achievement of single or multiple Performance Objectives over a performance period established by the Committee. The determinations made by the Committee pursuant to this Section 10.1 shall be specified in the applicable Agreement.

10.2 Designation as a Performance Award. The Committee shall have the right to designate any Award of Options, SARs, Restricted Shares or Restricted Share Units as a Performance Award.

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

otherwise stated, such a Performance Objective need not be based upon an increase or positive result under a particular business criterion and could include, for example, maintaining the status quo or limiting economic losses (measured, in each case, by reference to specific business criteria). The Committee shall have the authority to determine whether the Performance Objectives and other terms and conditions of the Award are satisfied, and the Committee’s determination as to the achievement of Performance Objectives relating to a Performance Award shall be made in writing.

10.4 Section 162(m) of the Code. Notwithstanding the foregoing provisions, if the Committee intends for a Performance Award to be granted and administered in a manner designed to preserve the deductibility of the compensation resulting from such Award in accordance with Section 162(m) of the Code, then the Performance Objectives for such particular Performance Award relative to the particular period of service to which the Performance Objectives relate shall be established by the Committee in writing (i) no later than 90 days after the beginning of such period and (ii) prior to the completion of 25% of such period.

10.5 Waiver of Performance Objectives. The Committee shall have no discretion to modify or waive the Performance Objectives or conditions to the grant or vesting of a Performance Award unless such Award is not intended to qualify as qualified performance-based compensation under Section 162(m) of the Code and the relevant Agreement provides for such discretion.

ARTICLE XI

GENERAL PROVISIONS

11.1 Acceleration of Awards.

(a) Death or Disability. If a Holder’s employment with the Company and its Subsidiaries shall terminate by reason of death or Disability, notwithstanding any contrary waiting period, installment period, vesting schedule or Restriction Period in any Agreement or in the Plan, unless the applicable Agreement provides otherwise: (i) in the case of an Option or SAR, each outstanding Option or SAR granted under the Plan shall immediately become exercisable in full in respect of the aggregate number of Shares covered thereby; (ii) in the case of Restricted Shares, the Restriction Period applicable to each such Award of Restricted Shares shall be deemed to have expired and all such Restricted Shares and any related Retained Distributions shall become vested and any related cash amounts payable pursuant to the applicable Agreement shall be adjusted in such manner as may be provided in the Agreement; and (iii) in the case of Restricted Share Units, each such Award of Restricted Share Units and any unpaid Dividend Equivalents shall become vested in full. Upon the deemed expiration of the Restriction Period applicable to each such Award of Restricted Shares in connection with the Holder’s termination of employment by reason of death or Disability, any related cash amounts payable pursuant to the applicable Agreement shall be distributed in such manner as may be provided in the Agreement.

(b) Approved Transactions; Board Change; Control Purchase. In the event of any Approved Transaction, Board Change or Control Purchase, notwithstanding any contrary waiting period, installment period, vesting schedule or Restriction Period in any Agreement or in the Plan, unless the applicable Agreement provides otherwise: (i) in the case of an Option or SAR, each such outstanding Option or SAR granted under the Plan shall become exercisable in full in respect of the aggregate number of Shares covered thereby; (ii) in the case of Restricted Shares, the Restriction Period applicable to each such Award of Restricted Shares shall be deemed to have expired and all such Restricted Shares, any related Retained Distributions and any cash amounts payable pursuant to the applicable Agreement shall become vested and any related cash amounts payable pursuant to the applicable Agreement shall be adjusted in such manner as may be provided in the Agreement; and (iii) in the case of Restricted Share Units, each such Award of Restricted Share Units, any unpaid Dividend Equivalents and any cash amounts payable pursuant to the applicable Agreement shall become vested in full, in each case effective upon the Board Change or Control Purchase or immediately prior to consummation of the Approved Transaction. In the event that the terms of a Holder’s Agreement provide for vesting or expiration of a Restriction Period due to any designated termination of service event on or following an Approved Transaction then, to the extent that such Holder is employed by or providing services to the Company or any of its Subsidiaries as of the date of the Approved Transaction, the terms of such Holder’s Agreement shall be deemed to control in lieu of the foregoing sentence. The effects, if any, on a Cash

Award of an Approved Transaction, Board Change, or Control Purchase shall be prescribed in the applicable Agreement. Notwithstanding the foregoing, unless otherwise provided in the applicable Agreement, the Committee may, in its discretion, determine that any or all outstanding Awards of any or all types granted pursuant to the Plan will not vest or become exercisable on an accelerated basis in connection with an Approved Transaction if effective provision has been made for the taking of such action which, in the opinion of the Committee, is equitable and appropriate to substitute a new Award for such Award or to assume such Award and to make such new or assumed Award, as nearly as may be practicable, equivalent to the old Award (before giving effect to any acceleration of the vesting or exercisability thereof), taking into account, to the extent applicable, the kind and amount of securities, cash or other assets into or for which the applicable class of Shares may be changed, converted or exchanged in connection with the Approved Transaction.

11.2 Termination of Employment or Service.

(a) General. If a Holder’s employment or service with the Company and its Subsidiaries shall terminate prior to an Option or SAR becoming exercisable or being exercised (or deemed exercised, as provided in Section 7.2 or pursuant to a policy adopted under Section 6.5(a)) in full, or during the Restriction Period with respect to any Restricted Shares or prior to the vesting of any Restricted Share Units, then such Option or SAR shall thereafter become or be exercisable, and the Holder’s rights to any unvested Restricted Shares, Retained Distributions, any such unvested Restricted Share Units and unpaid Dividend Equivalents and any related cash amounts shall thereafter vest, in each case solely to the extent provided in the applicable Agreement; provided, however, that, unless otherwise determined by the Committee and provided in the applicable Agreement, (i) no Option or SAR may be exercised after the scheduled expiration date thereof; (ii) if the Holder’s employment or service terminates by reason of death or Disability, the Option or SAR shall remain exercisable for a period of at least one year following such termination (but not later than the scheduled expiration of such Option or SAR); and (iii) any termination of the Holder’s employment or service for cause will be treated in accordance with the provisions of Section 11.2(c). If the Holder’s employment or service with the Company and its Subsidiaries shall terminate during the Restriction Period with respect to any Restricted Shares or Restricted Share Units, the Holder’s rights to any related cash amounts shall thereafter vest solely to the extent provided in the applicable Agreement. The effect on a Cash Award of the termination of a Holder’s employment or service for any reason, other than for cause, shall be prescribed in the applicable Agreement.

(b) Retirement. Notwithstanding the provisions of Section 11.2(a) to the contrary and unless otherwise determined by the Committee, if a Holder’s employment with the Company and its Subsidiaries is terminated due to Retirement during a Restriction Period applicable to any Restricted Shares or prior to any Option or SAR becoming exercisable or being exercised in full or prior to the vesting of any Restricted Share Units or the payment in full of any Cash Award, then such Option or SAR shall thereafter become or be exercisable, and the Holder’s rights to any unvested Restricted Shares, Retained Distributions, any such unvested Restricted Share Units and unpaid Dividend Equivalents and all unpaid Cash Awards shall immediately vest to the extent that such Awards (including any Retained Distributions and unpaid Dividend Equivalents) would have become vested and exercisable had the Holder remained in continuous employment with the Company through the date that is one year after the date of the Holder’s Retirement. Unless otherwise determined by the Committee and provided in the applicable Agreement, upon termination of a Holder’s employment with the Company and its Subsidiaries due to Retirement, Options and SARs that are vested and exercisable as of the date of the Holder’s Retirement shall remain exercisable until the first to occur of the date that is two years after the date of the Holder’s Retirement or the scheduled expiration of such Options or SARs. Notwithstanding the foregoing and unless otherwise determined by the Committee, for purposes of any Performance Award, a Holder’s Retirement during the performance period applicable to such Performance Award shall have no effect on such Performance Award, provided that the additional one-year of vesting service described in this Section 11.2(b) shall apply to a Performance Award if a Holder’s Retirement occurs during a service period applicable to such Performance Award following completion of the performance period.

(c) Termination for Cause. If a Holder’s employment or service with the Company and its Subsidiaries shall be terminated by the Company or a Subsidiary for “cause” during the Restriction Period with respect to any Restricted Shares or prior to any Option or SAR becoming exercisable or being exercised in full or prior to the vesting of any Restricted Share Unit or the payment in full of any Cash Award (for these purposes, “cause” shall

have the meaning ascribed thereto in any employment agreement to which such Holder is a party or, in the absence thereof, shall include insubordination, dishonesty, incompetence, moral turpitude, other misconduct of any kind and the refusal to perform his or her duties and responsibilities for any reason other than illness or incapacity; provided, however, that if such termination occurs within 12 months after an Approved Transaction or Control Purchase or Board Change, termination for “cause” shall mean only a felony conviction (or its equivalent under local law) for fraud, misappropriation, or embezzlement), then, unless otherwise determined by the Committee and provided in the applicable Agreement, (i) all Options and SARs and all unvested Restricted Share Units and all unpaid Cash Awards held by such Holder shall immediately terminate, and (ii) such Holder’s Restricted Shares shall be automatically repurchased by the Company in accordance with applicable law for a price equal to the aggregate par value of such Restricted Shares, Retained Distributions shall be automatically paid to the Company, and any unpaid Dividend Equivalents and any related cash amounts shall be cancelled immediately.

(d) Miscellaneous. The Committee may determine whether any given leave of absence constitutes a termination of employment; provided, however, that for purposes of the Plan, (i) a leave of absence, duly authorized in writing by the Company for military service or sickness, or for any other purpose approved by the Company if the period of such leave does not exceed 90 days, and (ii) a leave of absence in excess of 90 days, duly authorized in writing by the Company provided the employee’s right to reemployment is guaranteed either by statute or contract, shall not be deemed a termination of employment. Unless otherwise determined by the Committee and provided in the applicable Agreement, Awards made under the Plan shall not be affected by any change of employment so long as the Holder continues to be an employee of the Company.

11.3 Right of Company to Terminate Employment. Nothing contained in the Plan or in any Award, and no action of the Company or the Committee with respect thereto, shall confer or be construed to confer on any Holder any right to continue in the employ of or as a Consultant for the Company or any of its Subsidiaries or interfere in any way with the right of the Company or any Subsidiary of the Company to terminate the employment or service of the Holder at any time, with or without cause, subject, however, to the provisions of any employment or other agreement between the Holder and the Company or any Subsidiary of the Company.

11.4 Nonalienation of Benefits. Except as set forth herein, no right or benefit under the Plan shall be subject to anticipation, alienation, sale, assignment, hypothecation, pledge, exchange, transfer, encumbrance or charge, and any attempt to anticipate, alienate, sell, assign, hypothecate, pledge, exchange, transfer, encumber or charge the same shall be void. No right or benefit hereunder shall in any manner be liable for or subject to the debts, contracts, liabilities or torts of the Person entitled to such benefits.

11.5 Written Agreement. Each Award of Options shall be evidenced by a share option agreement; each Award of SARs shall be evidenced by a share appreciation rights agreement; each Award of Restricted Shares shall be evidenced by a restricted shares agreement; each Award of Restricted Share Units shall be evidenced by a restricted share units agreement; and each Performance Award shall be evidenced by a performance award agreement (including a cash award agreement evidencing a Cash Award), each in such form and containing such terms and provisions not inconsistent with the provisions of the Plan as the Committee from time to time shall approve; provided, however, that if more than one type of Award is made to the same Holder, such Awards may be evidenced by a single Agreement with such Holder. Each grantee of an Option, SAR, Restricted Shares, Restricted Share Units or Performance Award (including a Cash Award) shall be notified promptly of such grant, and a written Agreement shall be promptly executed and delivered by the Company. Any such written Agreement may contain (but shall not be required to contain) such provisions as the Committee deems appropriate to insure that the penalty provisions of Section 4999 of the Code will not apply to any Shares or cash received by the Holder from the Company. Any such Agreement may be supplemented or amended from time to time as approved by the Committee as contemplated by Section 11.7(b).

11.6 Nontransferability;Designationof Beneficiaries.

(a) Nontransferability. Awards shall not be transferable other than as approved by the Committee and provided in the applicable Agreement, or by will or the laws of descent and distribution or pursuant to a Domestic Relations Order, and, except as otherwise required pursuant to a Domestic Relations Order, during the lifetime of the

Holder Awards may be paid only to and exercised only by such Holder (or his or her court-appointed legal representative).

(b) Designation of Beneficiaries. The Committee may, to the extent permissible and deemed to have operable effect under applicable law, permit a Holder to designate a beneficiary or beneficiaries with respect to Awards under the Plan by filing a written designation of beneficiary or beneficiaries with the Committee on a form and in such manner as the Committee may prescribe from time to time.

11.7 Termination and Amendment.

(a) General. Unless the Plan shall theretofore have been terminated as hereinafter provided, no Awards may be made under the Plan on or after the tenth anniversary of the Effective Date. The Plan may be terminated at any time prior to the tenth anniversary of the Effective Date and may, from time to time, be suspended or discontinued or modified or amended if such action is deemed advisable by the Committee.

(b) Modification. No termination, modification or amendment of the Plan may, without the consent of the Person to whom any Award shall theretofore have been granted, adversely affect the rights of such Person with respect to such Award. No modification, extension, renewal or other change in any Award granted under the Plan shall be made after the grant of such Award, unless the same is consistent with the provisions of the Plan. With the consent of the Holder and subject to the terms and conditions of the Plan (including Section 11.7(a)), the Committee may amend outstanding Agreements with any Holder, including any amendment which would (i) accelerate the time or times at which the Award may be exercised and/or (ii) extend the scheduled expiration date of the Award. Without limiting the generality of the foregoing, the Committee may, but solely with the Holder’s consent unless otherwise provided in the Agreement, agree to cancel any Award under the Plan and grant a new Award in substitution therefor, provided that the Award so substituted shall satisfy all of the requirements of the Plan as of the date such new Award is made. Nothing contained in the foregoing provisions of this Section 11.7(b) shall be construed to prevent the Committee from providing in any Agreement that the rights of the Holder with respect to the Award evidenced thereby shall be subject to such rules and regulations as the Committee may, subject to the express provisions of the Plan, adopt from time to time or impair the enforceability of any such provision.

11.8 Government and Other Regulations. The obligation of the Company with respect to Awards shall be subject to all applicable laws, rules and regulations, including the Act, and to such approvals by any governmental agencies as may be required, including the effectiveness of any registration statement required under the U.S. Securities Act of 1933, and the rules and regulations of any securities exchange or association on which the Shares may be listed or quoted. For so long as any class of Shares is registered under the Exchange Act, the Company shall use its reasonable efforts to comply with any legal requirements (i) to maintain a registration statement in effect under the U.S. Securities Act of 1933 with respect to all Shares of the applicable class that may be issued to Holders under the Plan and (ii) to file in a timely manner all reports required to be filed by it under the Exchange Act.

11.9 Withholding. The Company’s obligation to deliver Shares under the Plan shall be subject to applicable national, state and local tax and employee social security contribution withholding requirements. National, state and local withholding tax and employee social security contribution withholding due at the time of an Award, upon the exercise of any Option or SAR or upon the vesting of, or expiration of restrictions with respect to, Restricted Shares or Restricted Share Units or the satisfaction of the Performance Objectives applicable to a Performance Award, as appropriate, may, in the discretion of the Committee, be paid through the partial cancellation of Options, SARs or Restricted Share Units, or the repurchase at below market value of Restricted Shares, in each case, otherwise issuable to or payable to such Holder (subject to compliance with applicable law), upon such terms and conditions (including the conditions referenced in Section 6.5) as the Committee shall determine. If the Holder shall fail to pay, or make arrangements satisfactory to the Committee for the payment to the Company of, all such national, state and local taxes and employee social security contributions required to be withheld by the Company, then the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to such Holder an amount equal to any national, state or local taxes and employee social security contributions of any kind required to be withheld by the Company with respect to such Award. The foregoing

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

11.10 Nonexclusivity of the Plan. The adoption of the Plan by the Board shall not be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including the granting of Share options and the awarding of Shares and cash otherwise than under the Plan, and such arrangements may be either generally applicable or applicable only in specific cases.

11.11 Exclusion from Pension and Profit-Sharing Computation. By acceptance of an Award, unless otherwise provided in the applicable Agreement, each Holder shall be deemed to have agreed that such Award is special incentive compensation that will not be taken into account, in any manner, as salary, compensation or bonus in determining the amount of any payment under any pension, retirement or other employee benefit plan, program or policy of the Company or any Subsidiary of the Company. In addition, each beneficiary of a deceased Holder shall be deemed to have agreed that such Award will not affect the amount of any life insurance coverage, if any, provided by the Company on the life of the Holder which is payable to such beneficiary under any life insurance plan covering employees of the Company or any Subsidiary of the Company.

11.12 Unfunded Plan. Neither the Company nor any Subsidiary of the Company shall be required to segregate any Shares or cash, which may at any time be represented by Awards, and the Plan shall constitute an “unfunded” plan of the Company. Except as provided in Article VIII with respect to Awards of Restricted Shares and except as expressly set forth in an Agreement, no Holder shall have voting or other rights with respect to the Shares covered by an Award prior to the delivery of such Shares. Neither the Company nor any Subsidiary of the Company shall, by any provisions of the Plan, be deemed to be a trustee of any Shares or any other property, and the liabilities of the Company and any Subsidiary of the Company to any employee or Consultant pursuant to the Plan shall be those of a debtor pursuant to such contract obligations as are created by or pursuant to the Plan, and the rights of any employee, former employee, Consultant or beneficiary under the Plan shall be limited to those of a general creditor of the Company or the applicable Subsidiary of the Company, as the case may be. In its sole discretion, the Board may authorize the creation of arrangements to meet the obligations of the Company under the Plan, provided, however, that the existence of such arrangements is consistent with applicable law and the unfunded status of the Plan.

11.13 Governing Law. Except as otherwise set forth in an Agreement, the Plan and Awards shall be governed by, and construed in accordance with, the laws of the State of Delaware.

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

11.15 Legends. Shares subject to an Award shall bear or otherwise be subject to such legends as the Committee deems necessary or appropriate to reflect or refer to any terms, conditions or restrictions of the Award applicable to such Shares, including any to the effect that the Shares represented thereby may not be disposed of unless the Company has received an opinion of counsel, acceptable to the Company, that such disposition will not violate any national or state securities laws.

11.16 Company’s Rights. The grant of Awards pursuant to the Plan shall not affect in any way the right or power of the Company to make reclassifications, reorganizations or other changes of or to its capital or business structure or to merge, consolidate, liquidate, sell or otherwise dispose of all or any part of its business or assets.

11.17 Interpretation. The words “include,” “includes,” “included” and “including” to the extent used in the Plan shall be deemed in each case to be followed by the words “without limitation.”

11.18 Section 409A. The Plan and Awards are intended to be exempt from or compliant with the requirements of Code Section 409A and related regulations and United States Department of the Treasury

pronouncements (“Section 409A”) to the extent that Section 409A is applicable to a Holder. Notwithstanding anything in this Plan to the contrary, if any Plan provision or Award under the Plan would result in the imposition of an additional tax under Section 409A, that Plan provision or Award will be reformed to be exempt from Section 409A or comply with the requirements of Section 409A, and no such action taken shall be deemed to adversely affect the Holder’s rights to an Award.