TechnipFMC : Proxy Statement for 2021 Annual General Meeting

2021

Notice of Annual General

Meeting of Shareholders

and Proxy Statement

Driving change in energy

TechnipFMC Proxy Statement 2021

Notice of 2021 Annual General Meeting of Shareholders

TechnipFMC plc

(a public limited company having its registered office at One St. Paul's Churchyard, London EC4M 8AP, United Kingdom and incorporated in England and Wales with company number 09909709)

May 20, 2021

10:00 a.m., London time

Pitreavie Business Park, Queensferry Road, Dunfermline KY11 8UD, United Kingdom

Proposal		Description
Ordinary Resolutions
1(a)-1(i)	Election of Directors: To elect each of our nine director nominees for a term expiring at the Company's
	2022 Annual General Meeting of Shareholders:
	a. Douglas J. Pferdehirt	f. Margareth Øvrum
	b.Eleazar de Carvalho Filho	g. Kay G. Priestly
	c. Claire S. Farley	h.John Yearwood
	d.Peter Mellbye	i. Sophie Zurquiyah
	e. John O'Leary
2	2020 U.S. Say-on-Payfor Named Executive Officers: To approve, as a non-binding advisory resolution,
	the Company's named executive officer compensation for the year ended December 31, 2020, as
	reported in the Company's Proxy Statement
3	2020 U.K. Directors' Remuneration Report: To approve, as a non-binding advisory resolution, the
	Company's directors' remuneration report for the year ended December 31, 2020, as reported in
	the Company's U.K. Annual Report and Accounts
4	Prospective Directors' Remuneration Policy: To approve the Company's prospective directors'
	remuneration policy for the three years ending December 2024, in the form presented in the
	Company's directors' remuneration report for the year ended December 31, 2020 of the Company's
	U.K. Annual Report and Accounts, such policy to take effect immediately after the conclusion of the
	2021 Annual General Meeting of Shareholders
5	Receipt of U.K. Annual Report and Accounts: To receive the Company's audited U.K. accounts for the
	year ended December 31, 2020, including the reports of the directors and the auditor thereon

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TechnipFMC Proxy Statement 2021

1. Ratification of PwC as U.S. Auditor: To ratify the appointment of PricewaterhouseCoopers LLP ("PwC") as the Company's U.S. independent registered public accounting firm for the year ending December 31, 2021
2. Reappointment of PwC as U.K. Statutory Auditor: To reappoint PwC as the Company's U.K. statutory auditor under the U.K. Companies Act 2006, to hold office from the conclusion of the 2021 Annual General Meeting of Shareholders until the next annual general meeting of shareholders at which accounts are laid
3. Approval of U.K. Statutory Auditor Fees: To authorize the Board 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, 2021
4. Approval of Share Repurchase Contracts and Counterparties: To approve the forms of share repurchase contracts and repurchase counterparties in accordance with specific procedures for "off-market purchases" of Ordinary Shares through the NYSE or Euronext Paris
5. Authority to Allot Equity Securities: To authorize the Board to allot equity securities in the Company

Special Resolution

11 Authority to Allot Equity Securities without Pre-emptiveRights: Pursuant to the authority contemplated by the resolution in Proposal 10, to authorize the Board to allot equity securities without pre-emptive rights

These items are more fully described in the Proxy Statement attached, which forms a part of this Notice of Annual Meeting. As of the date of the Proxy Statement, TechnipFMC does not know of any other matters to be raised at the 2021 Annual General Meeting of Shareholders.

Your vote is very important. Whether or not you plan to attend the 2021 Annual General Meeting of Shareholders in person, please (i) promptly return the enclosed proxy card in the enclosed envelope, or (ii) grant a proxy and give voting instructions by telephone or internet, so that you may be represented at the meeting. Voting instructions are provided on your proxy card or on the voting instruction form provided by your broker.

April 9, 2021

On behalf of the Board of Directors,

Victoria Lazar

Executive Vice President, Chief Legal Officer, and Secretary

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TechnipFMC Proxy Statement 2021

Proxy Statement for the 2021 Annual General Meeting of Shareholders

This Proxy Statement relates to the solicitation of votes or proxies by the Board of Directors (the "Board") of TechnipFMC plc (the "Company," "TechnipFMC," "us," or "we") for use at our 2021 Annual General Meeting of Shareholders and at any adjournment or postponement of such meeting (the "Annual Meeting").

The Notice of Internet Availability of Proxy Materials (the "Notice of Materials") and related Proxy Materials (as defined below) were first made available to shareholders on or about April 9, 2021 at www.proxyvote.com. You may also request a printed copy of this Proxy Statement and the form of proxy by any of the following methods:

A			B			or C	
	Internet at			Telephone at			Email at sendmaterial@
	www.proxyvote.com			1-800-579-1639			proxyvote.com

Our Annual Report on Form 10-K, including consolidated financial statements, for the year ended December 31, 2020 (our

"Form 10-K") and our U.K. Annual Report and Accounts are being made available at the same time and by the same methods.

Our registered office is located at One St. Paul's Churchyard, London EC4M 8AP, United Kingdom. Our telephone number in our London office is [phone]. Information regarding the Annual Meeting, including the information required by Section 311A of the U.K. Companies Act 2006 (the "Companies Act"), can be found at www.technipfmc.com. Information contained on our website is not to be considered as part of the proxy solicitation material and is not incorporated into this Proxy Statement.

TechnipFMC is a public limited company incorporated under the laws of England and Wales, and our ordinary shares (the "Ordinary Shares") trade on the New York Stock Exchange in the United States (the "NYSE") and the Euronext Paris exchange ("Euronext") under the symbol "FTI." As a result, the Company is governed by the Companies Act, U.S. securities laws and regulations, E.U. securities regulations, and the listing standards of the NYSE and Euronext.

The Proxy Materials contain "forward-looking statements" as defined in Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Act of 1934, as amended (the "Exchange Act"). All statements other than statements of historical or current facts, including statements regarding our environmental and other ESG plans and goals, made in this document are forward-looking. We use words such as "believe," "expect," "anticipate," "plan," "intend," "foresee," "should," "would," "could," "may," "estimate," "outlook" and similar expressions, including the negative thereof. The absence of these words, however, does not mean that the statements are not forward-looking. All of our forward-looking statements involve risks and uncertainties (some of which are significant or beyond our control) and assumptions that could cause actual results to differ materially from our historical experience and our present expectations or projections. Known material factors that could cause actual results to differ materially from those contemplated in the forward-looking statements include those set forth in our 2020 Annual Report on Form 10-K. Website references throughout the Proxy Materials are provided for convenience only, and the content on the referenced websites is not incorporated by reference into the Proxy Materials.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2021 ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 20, 2021

The Notice of Annual Meeting and Proxy Statement, Annual Report on Form 10-K,

and U.K. Annual Report and Accounts are available at www.proxyvote.com

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