TechnipFMC plc — Proxy Solicitation & Information Statement 2019

Mar 18, 2019

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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting of Shareholders to Be Held on May 1, 2019.

Meeting Information
Meeting Type:	Annual General Meeting of Shareholders
For holders as of:	March 4, 2019, 5:00 p.m. New York Time
Date:	May 1, 2019
Time:	10:00 a.m. London Time
Location:	TechnipFMC PLC
One St. Paul's Churchyard
London, EC4M 8AP
United Kingdom

TECHNIPFMC PLC
ONE ST. PAUL'S CHURCHYARD
LONDON, EC4M 8AP
UNITED KINGDOM

You are receiving this communication because you hold shares in the company named above.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

See the reverse side of this notice to obtain proxy materials and voting instructions.

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— Before You Vote —

How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT, ANNUAL REPORT ON FORM 10-K, AND U.K. ANNUAL REPORT AND ACCOUNTS

How to View Online:

Have the information that is printed in the box marked by the arrow → [XXXX XXXX XXXX XXXX] (located on the following page) and visit: www.proxyvote.com.

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

1) BY INTERNET: www.proxyvote.com
2) BY TELEPHONE: 1-800-579-1639
3) BY E-MAIL*: sendmaterial@proxyvote.com

• If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow → [XXXX XXXX XXXX XXXX] (located on the following page) in the subject line.

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 12, 2019 to facilitate timely delivery.

— How To Vote —

Please Choose One of the Following Voting Methods

Vote In Person: An admission ticket is required for attending the meeting. Please see the meeting materials for the requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow → [XXXX XXXX XXXX XXXX] (located on the following page) available and follow the instructions.

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

Shareholder Meeting Registration: To vote and/or attend the meeting, go to the “Register for Meeting” link at www.proxyvote.com.

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Voting Items

The Board of Directors recommends you vote FOR Proposals 1 (a) through (l), 2, 3, 5, 6, 7, 8, and 1 Year on Proposal 4.

1. Election of Directors – Election of each of the following nominees for a term expiring at the Company's 2020 Annual General Meeting of Shareholders or until his or her earlier death, retirement, resignation, or removal pursuant to the Company's articles of association:

1a. Douglas J. Pferdehirt
1b. Arnaud Caudoux
1c. Pascal Colombani
1d. Marie-Ange Debon
1e. Eleazar de Carvalho Filho
1f. Claire S. Farley
1g. Didier Houssin
1h. Peter Mellbye
1i. John O'Leary
1j. Kay G. Priestly
1k. Joseph Rinaldi
1l. James M. Ringler

1. U.K. Annual Report and Accounts – Receipt of the Company's audited U.K. accounts for the year ended December 31, 2018, including the reports of the directors and the auditor thereon;
2. 2018 Say-on-Pay for Named Executive Officers – Approval of the Company's named executive officer compensation for the year ended December 31, 2018;
3. Frequency of Future Say-on-Pay Proposals for NEOs – Approval of the frequency of future Say-on-Pay proposals for named executive officers;
4. 2018 Directors' Remuneration Report – Approval of the Company's directors' remuneration report for the year ended December 31, 2018;
5. Ratification of U.S. Auditor – Ratification of the appointment of PricewaterhouseCoopers LLP ("PwC") as the Company's U.S. independent registered public accounting firm for the year ending December 31, 2019;
6. Re-appointment of U.K. Statutory Auditor – Re-appointment of PwC as the Company's U.K. statutory auditor under the U.K. Companies Act 2006, to hold office until the next annual general meeting of shareholders at which accounts are laid;
7. U.K. Statutory Auditor Fees – Authorize the Board of Directors and/or the Audit Committee to determine the remuneration of PwC, in its capacity as the Company's U.K. statutory auditor for the year ending December 31, 2019.

NOTE: Such other business as may properly come before the meeting or any adjournment or postponement thereof.

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