UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE
ISSUER
PURSUANT TO RULE 13a-16
OR 15d-16 OF THE
SECURITIES EXCHANGE ACT
OF 1934
For the month of April, 2024.
Commission File Number: 001-38763
MILLICOM INTERNATIONAL CELLULAR S.A.
(Exact Name of Registrant as Specified in Its
Charter)
2, Rue du Fort Bourbon,
L-1249 Luxembourg
Grand Duchy of Luxembourg
(Address of principal executive office)
Indicate by check mark whether the registrant files
or will file annual reports under cover of Form 20-F or Form 40-F:
MILLICOM INTERNATIONAL CELLULAR S.A.
INDEX TO FURNISHED MATERIAL
Item
______
| 1. | Press release dated April 17, 2024. |
| 2. | Press release dated April 17, 2024. |
Item 1
Convening Notice for Annual General
Meeting and Extraordinary General Meeting of Shareholders
MILLICOM INTERNATIONAL CELLULAR
S.A.
Registered Address:
2, Rue du Fort Bourbon
L-1249 Luxembourg, Grand Duchy
of Luxembourg
– R.C.S. Luxembourg: B
40.630 –
I.
NOTICE
The annual general meeting (“AGM”)
and subsequent extraordinary general meeting (“EGM”) of the shareholders of MILLICOM INTERNATIONAL CELLULAR S.A. (“Millicom”
or the “Company”) is hereby convened to be held at Hotel Le Royal, 12 Bd Royal, 2449 Luxembourg on Thursday, May
23, 2024, at 11:00 a.m. Central European Time ("CET").
To attend the AGM and EGM or vote
by proxy, please follow the instructions in section IV: “Right to participate at the AGM and the EGM”.
The AGM and EGM will consider and vote on the agenda
points listed below. Please refer to section IX: “Notes to the Agenda Points of the AGM and EGM” to find detailed
information about these proposals.
II.
AGENDA
AGM
| 1. | To elect the
chair of the AGM and to empower the chair of the AGM to appoint the other members of the
bureau of the meeting. [Note] |
| 2. | To receive the management reports of the board of directors (the “Board”)
and the reports of the external auditor on the annual accounts and the consolidated accounts for the year ended December 31, 2023. |
| 3. | To approve the annual accounts and the consolidated accounts for the year
ended December 31, 2023. |
| 4. | To allocate USD 7,560,803 of the results of the year ended December 31,
2023 to the legal reserve and the remaining balance to the unappropriated net profits to be carried forward. [Note] |
| 5. | To discharge all the Directors
of Millicom for the performance of their mandates during the year ended December 31, 2023. [Note] |
| 6. | To set the number of Directors at 9. [Note] |
| 7. | To re-elect María Teresa Arnal as a Director for a term ending at
the annual general meeting to be held in 2025 (the "2025 AGM"). [Note] |
| 8. | To re-elect Bruce Churchill as a Director for a term ending at the 2025
AGM. [Note] |
| 9. | To re-elect Tomas Eliasson as a Director for a term ending at the 2025 AGM.
[Note] |
| 10. | To re-elect Mauricio Ramos as a Director for a term ending at the 2025 AGM.
[Note] |
| 11. | To re-elect Thomas Reynaud as a Director for a term ending at the 2025 AGM.
[Note] |
| 12. | To re-elect Blanca Treviño de Vega as a Director for a term ending
at the 2025 AGM. [Note] |
| 13. | To re-elect Aude Durand as a Director for a term ending at the 2025 AGM.
[Note] |
| 14. | To elect Maxime Lombardini as a Director for a term ending at the 2025 AGM.
[Note] |
| 15. | To elect Justine Dimovic as a Director for a term ending at the 2025 AGM.
[Note] |
| 16. | To elect Mauricio Ramos as Chair of the Board for a term ending at the 2025
AGM. [Note] |
| 17. | To approve the Directors’ remuneration for the period from the AGM
to the 2025 AGM. [Note] |
| 18. | To elect KPMG Audit SARL and KPMG LLP (collectively, “KPMG”)
as the external auditor for a term ending on the date of the 2025 AGM and to approve the external auditor remuneration to be paid against
an approved account. [Note] |
| 19. | To approve an instruction to the Nomination Committee. [Note] |
| 20. | To approve the Share Repurchase Plan. [Note] |
| 21. | To vote on the 2023 Remuneration Report. [Note] |
| 22. | To approve the Senior Management Remuneration Policy. [Note] |
| 23. | To approve the share-based incentive plans for Millicom employees. [Note] |
EGM
| 1. | To elect the chair of the EGM and to empower the chair of the EGM to appoint the other members of the bureau of the meeting. [Note] |
| 2. | To remove the casting vote of the Chair of the Board in the event of a tie provided by article 444-4 (2) of the 1915 Law and add a
sentence to paragraph 7 of article 8 of Millicom’s articles of association expressly stating that the Chair of the Board does not
have a casting vote in the event of a tie. [Note] |
| 3. | To adopt inclusive language and change the definition from “Chairman” to “Chair” of the Board, and to amend
article 7, 8, 9 and 21 of Millicom’s articles of association accordingly, and further amend article 19 second sentence of Millicom’s
articles of association to refer to the “chair of the annual general meeting”. [Note] |
| 4. | To fully restate the Company’s articles of association to incorporate the amendments to the Company’s articles of association
approved in the foregoing resolutions. [Note] |
III.
KEY DATES
May 2, 2024 |
Deadline to propose additional items to the agenda |
May 6 – May 9, 2024 |
Conversion stoppage |
May 9, 2024 |
Voting Record Date and deadline to submit the Notification Form for attendance in person |
May 17, 2024 |
Deadline to submit proxies |
May 23, 2024 |
AGM and EGM |
IV.
RIGHT TO PARTICIPATE AT THE AGM AND THE EGM
The following persons who comply
with the procedure below, and hold shares or Swedish Depository Receipts (“SDRs”) on May 9, 2024, at 24.00 CET (the
"Voting Record Date") are eligible to participate/vote at the AGM and EGM1:
(1) Holders of Millicom shares
traded on the Nasdaq Stock Market in the US (“Nasdaq US”) under the ticker symbol TIGO (“Millicom Shareholders”)
that are registered with Broadridge Corporate Issuer Solutions, Inc. (“Broadridge”), including those held by Cede &
Co (“DTCC”), and
(2) Holders of SDRs traded on Nasdaq
Stockholm under the ticker symbol TIGO SDB (“Millicom SDR Holders”) that are registered with Euroclear Sweden AB (“Euroclear
Sweden”). Since the Record Date is a public holiday in Sweden, holders of SDRs must make certain that they are registered in
the records maintained by Euroclear Sweden AB on May 8, 2024, at 23.59 CET.
Conversion stoppage. Conversions
from SDRs into shares, and vice versa, will not be permitted from and including May 6, 2024, up to and including May 9, 2024. Millicom
SDR Holders and Millicom Shareholders who seek to convert their SDRs to shares, or vice versa (which can be done in accordance with the
procedures set out on Millicom’s website at Millicom-SDR-conversion-process), should take into consideration the dates and
times noted above.
Instructions for participating
and voting by Millicom Shareholders are shown below. Instructions for participation and voting by Millicom SDR Holders are shown on
the following page.
| 1. | Millicom Shareholders (US) |
Millicom Shareholders eligible to participate and vote |
Participation
and voting at the AGM and the EGM is reserved to Millicom Shareholders duly registered with Broadridge and/or held by DTCC, on the Voting
Record Date (as defined above) at 24.00 CET and who comply with these procedures.
|
1 However, notwithstanding
anything to the contrary herein, the Bureau of the AGM/EGM shall have the discretionary power to exceptionally accept the voting of a
shareholder or SDR holder at the AGM/EGM, even if the relevant proxy or notification form have a formal deficiency or was received after
the deadlines contained herein.
Beneficial owners. Beneficial owners
of shares that are registered in the name of a nominee or broker (including nominees or brokers that hold shares through DTCC) have the
right to instruct their nominee or broker on how to vote with a voter instruction form (“VIF”), or as may otherwise
be established by the nominee or broker.
Beneficial owners who wish to attend
the AGM and the EGM or vote directly must request the nominee or broker, that appears as the registered shareholder on the Voting Record
Date, to issue a legal proxy which allows the beneficial owner to vote his or her shares directly.
Beneficial owners
who do not vote via their brokers/nominees or do not have a legal proxy are not eligible to vote.
|
Ways to participate and deadline |
1. By
proxy: registered shareholders may submit the power of attorney form (“Millicom Shareholder Proxy Form”) containing
their voting instructions, such that it is received no later than on May 17, 2024.
2. In
person: the registered shareholder may submit the notification of attendance form to attend the AGM and/or the EGM in person (the
“Millicom Shareholder Notification Form”), such that it is received no later than on the Voting Record Date (May
9).
|
Channels to submit the Millicom Shareholder Proxy Form and the Millicom Shareholder Notification Form |
1. Online:
The Company has sent by post the invitation letter and the Millicom Shareholder Proxy Form needed to vote at the AGM and EGM. The Millicom
Shareholder Proxy Form includes a control number. Votes can be cast online using the control number at https://east.proxyvote.com/pv/web
If you consider that
you are eligible to vote but you have not received the control number by post and you would like to submit your vote online, please contact
Millicom at information@millicom.com
2. By
post: The Millicom Shareholder Proxy Form and the Millicom Shareholder Notification Form can be submitted by post. The original completed,
dated and signed Millicom Shareholder Proxy Form or Millicom Shareholder Notification Form should be mailed to the address provided in
the form. Millicom Shareholders that choose to send the Millicom Shareholder Proxy Form or the Millicom Shareholder Notification Form
by post should also send a scanned copy to information@millicom.com
3. By
e-mail (only for the Millicom Shareholder Notification Form): Download the Millicom Shareholder Notification Form from the Millicom
Website: https://www.millicom.com/our-company/governance/shareholder-meetings/. Complete, date and sign the form using an electronic
signature, and send the signed form to information@millicom.com
Millicom Shareholder Proxy Forms, Millicom
Shareholder Notification Form and all supporting documents can be downloaded from Millicom’s website: https://www.millicom.com/our-company/governance/shareholder-meetings/
|
Evidence of authority (for Millicom Shareholder Notification Forms only) |
If a shareholder is a legal entity, the Millicom Shareholder Notification Form must be signed by a duly authorized person and sufficient evidence of the signatory’s legal power of representation must be provided. Any physical attendee at the AGM and EGM will need to bring original identification documentation (e.g., passport). |
| 2. | Millicom SDR Holders (Sweden) |
Millicom SDR Holders eligible to participate and vote |
Participation
and voting at the AGM and/or the EGM is reserved to Millicom SDR Holders duly registered with Euroclear Sweden as of the Voting Record
Date (as defined above) at 24.00 CET and who comply with these procedures. Since the Record Date is a public holiday in Sweden, holders
of SDRs must make certain that they are registered in the records maintained by Euroclear Sweden AB on May 8, 2024, at 23.59 CET.
Re-registration. In order
to exercise their rights at the AGM and/or EGM, Millicom SDR Holders whose SDRs are registered in the name of a broker or nominee must
temporarily re-register the SDRs in their own name in the records maintained by Euroclear Sweden. Millicom SDR Holders wishing to re-register
must inform their broker/nominee well in advance of the Voting Record Date so that they appear on the records maintained by Euroclear
Sweden at 24.00 CET on the Voting Record Date.
|
Note that the re-registration process can take 10 business days or more, and Millicom SDR Holders who have not re-registered will not be eligible to participate and vote at the AGM / EGM. As such, we strongly recommend commencing the re-registration process as soon as possible.
|
Ways to participate and deadline |
1. By
proxy: registered Millicom SDR Holders may submit the power of attorney form (“Millicom SDR Holder Proxy Form”)
containing their voting instructions, such that it is received no later than on May 17, 2024.
2. In
person: the registered Millicom SDR Holder may submit the SDR Holder notification of attendance form to attend the AGM and the EGM
in person (the “Millicom SDR Holder Notification Form”), such that it is received no later than on the Voting
Record Date (May 9, 2024)
|
Channels to submit the Millicom SDR Holder Proxy Form and the Millicom SDR Holder Notification Form |
1. Online:
The Company has sent by post the invitation letter to vote at the AGM and EGM. The invitation letter includes a pin code. Votes
can be cast using the pin code online at https://anmalan.vpc.se/euroclearproxy.
Alternatively, Millicom
SDR Holders with a Swedish BankID (available for Swedish individuals only) can vote online at https://anmalan.vpc.se/euroclearproxy
using the BankID (instead of the pin-code).
If you are a Millicom SDR Holder eligible
to vote at the AGM/EGM but have not received the invitation letter, and you would like to submit your vote online, please contact Euroclear
Sweden at: millicom@euroclear.com or by phone: +468-401-43-11 between 9:00 a.m. and 4:00 p.m. CET.
2. By
post: The Millicom SDR Holder Proxy Form and Millicom SDR Holder Notification Form can be submitted by post. The original completed,
dated and signed forms shall be mailed to the address provided in the form.
Millicom SDR Holders that choose to send
the SDR Holder Proxy Form or Millicom SDR Holder Notification Form by post should also send a scanned copy to: millicom@euroclear.com
3. By
e-mail (only for the Millicom SDR Holder Notification Form): Download the Millicom SDR Holder Notification Form from the Millicom
Website: https://www.millicom.com/our-company/governance/shareholder-meetings/. Complete, date and sign the form using an
electronic signature, and email the signed form to millicom@euroclear.com
Millicom SDR Holder Proxy
Forms, Millicom SDR Holder Notification Form and all supporting documents can be downloaded from Millicom’s website: https://www.millicom.com/our-company/governance/shareholder-meetings/
|
Evidence of authority (for Millicom SDR Holder Notification Form only) |
If the Millicom SDR Holder is a legal entity, the Millicom SDR Holder Notification Form must be signed by a duly authorized person and legally sufficient evidence of the signatory’s power of representation must be provided. The attendee will also need to bring an original identification document (such as a passport). |
V.
SHARE CAPITAL, QUORUM, AND MAJORITY
As of April 16, 2024, Millicom
had 172,096,305 outstanding shares, each with nominal value of USD 1.50, and each share is entitled to one vote. As of April 16,
2024, Millicom held 766,703 shares in treasury. The number of shares held in treasury by Millicom will be updated on the Voting Record
Date to calculate the voting results. Voting rights attached to shares held in treasury are suspended by law.
There is no quorum of presence
requirement for the AGM. The AGM agenda items are adopted by a simple majority of the shares present or represented (excluding abstentions).
The EGM will validly deliberate
on the resolutions on its agenda only if at least 50% of the issued share capital is present or represented (the "Quorum") at
the first meeting and will validly be adopted only if approved by at least 2/3rds of the votes cast at the EGM. If the Quorum
is not reached at the first meeting, the Board of Directors may convene a second extraordinary general meeting with an identical agenda
as for the EGM, at which no quorum will be required, and at which the resolutions will validly be adopted if approved by at least 2/3rds
of the votes cast at the second EGM.
VI.
RIGHT TO PROPOSE NEW ITEMS TO THE AGENDA
One or several shareholders representing,
individually or collectively, at least 5% of the share capital of Millicom reserve the right to add additional items to the agenda of
the AGM and/or EGM.
These rights shall be exercised
in writing and submitted to Millicom by mail at Millicom’s Registered Address, attention: Company Secretary, and by e-mail to information@millicom.com,
such that they are received no later than May 2, 2024, and the revised agenda will be published by Millicom, no later than May 8, 2024.
Shareholder(s) requesting to add an item to the agenda must provide:
| (i) | a reason or motivation for such petition, |
| (ii) | a draft of the resolution to be presented at the AGM or EGM, and |
| (iii) | a postal and e-mail address to which the acknowledgment of receipt of their request may be sent by Millicom.
Such acknowledgment will be sent within forty-eight (48) hours of receipt of the request. |
VII.
ABILITY TO ASK QUESTIONS AHEAD OF THE AGM AND THE EGM
Shareholders have the right to
ask questions about items on the agenda of the AGM and the EGM ahead of the meeting. The Company will on a reasonable-efforts basis provide
responses to the questions on the Company’s website. Questions must be received by the Company by May 17, 2024. Questions must be
sent by e-mail to: information@millicom.com and include the shareholder’s full name and address and proof of ownership of
Millicom shares on the Voting Record Date.
VIII.
SUPPORTING DOCUMENTS AND INFORMATION
The following documents and information
related to the AGM and EGM are available to shareholders at the Registered Address of Millicom and on Millicom's website www.millicom.com/our-company/governance/shareholder-meetings/:
| - | the Millicom
Shareholder Proxy Form and the Millicom Shareholder Notification Form – Nasdaq US; |
| - | the Millicom
SDR Holder Proxy Form and the Millicom SDR Holder Notification Form – Nasdaq Stockholm; |
| - | the draft resolutions of the AGM; |
| - | Millicom’s annual accounts and consolidated accounts for the year ended December 31, 2023, together
with the management report(s) of the Board and the report(s) of the external auditor on the annual accounts and consolidated accounts; |
| - | U.S. General Federal Income Tax Considerations for U.S. holders
of Millicom shares and SDRs; |
| - | the Nomination Committee's motivated statement explaining its proposals regarding the Board and information
on the proposed Directors; |
| - | the 2023 Remuneration Report; |
| - | the draft resolutions of the EGM; and |
| - | the draft restated articles of association of the Company. |
Shareholders may also receive a
copy of the above-mentioned documents by sending a request by mail to the Millicom Registered Address, attention: Company Secretary, or
by e-mail to information@millicom.com.
IX.
NOTES TO THE AGENDA POINTS OF THE AGM AND THE EGM
AGM –
item 1: CHAIR OF THE MEETING
Millicom's Nomination Committee
proposes Mr. Alexander Koch, attorney at law (Avocat à la Cour/Rechtsanwalt), with professional address in Luxembourg, to
preside over the AGM.
In the event of Mr. Alexander Koch’s
absence, the Chair of the Board – or in the absence of the Chair of the Board, any member of the Board present at the AGM –
shall be empowered to appoint from amongst the persons present at the AGM the individual that will preside over the AGM.
The chair of the AGM shall be empowered
to appoint, from among the persons present or virtually present at the meeting the other members of the bureau of the meeting (i.e., the
Secretary and the Scrutineer).
AGM – item 4: RESULTS
ALLOCATION
On a parent-company basis, Millicom
generated a profit of USD 344,874,950 for the fiscal year ended December 31, 2023 (the “2023 Results”). In compliance with
1915 Law, the Board proposes (i) to allocate USD 7,560,803 of the 2023 Results to the legal reserve to reach 10% of the share capital
(i.e., therefore, the total legal reserve amounts to USD 25,814,446), and (ii) the remaining USD 337,314,147 to unappropriated net profits
to be carried forward.
AGM
– item 5: DISCHARGE OF DIRECTORS FOR THEIR PERFORMANCE
To
discharge of all the current and former Directors of Millicom who served at any point in time during the financial year ended December
31, 2023, for the performance of their mandates.
AGM
– items 6-16: ELECTION OF THE DIRECTORS
The Nomination
Committee proposes that the Board shall consist of nine (9) directors.
The Nomination
Committee proposes that María Teresa Arnal, Bruce Churchill, Aude Durand, Tomas Eliasson, Mauricio Ramos, Thomas Reynaud and Blanca
Treviño de Vega be re-elected as Directors of Millicom for the term beginning at the AGM and ending at the 2025 AGM.
The Nomination
Committee proposes that Maxime Lombardini and Justine Dimovic be elected as new Directors of Millicom for the term beginning at the AGM
and ending at the 2025 AGM.
Pernille
Erenbjerg and Michael Golan have decided not to seek re-election as Directors of Millicom.
The Nomination
Committee, supported by the Board, proposes that Mauricio Ramos be elected as Chair of the Board for a term beginning at the AGM and ending
at the 2025 AGM.
The Nomination Committee's motivated
statement regarding the Board’s composition is available on Millicom's website.
AGM – item 17: DIRECTORS’
REMUNERATION POLICY AND FEES
Directors’ Remuneration
Policy
In proposing remuneration for the
Directors, the Nomination Committee considers many factors, including the size and complexity of the business, the number of board and
committee meetings, the amount of responsibility related to each role, regulatory requirements, as well as market practice. The Nomination
Committee may also appoint an external compensation consultant to provide advice and benchmarking. The Chair of the Board of Millicom
does not participate in discussions or decision-making regarding Director remuneration.
Remuneration to Directors comprises
cash-based and share-based components, weighted toward shares to align with the compensation philosophy and guidelines of the Company
set out in item 22. Directors appointed to Board Committees receive cash-based compensation for each appointment.
Share-based compensation is in
the form of fully paid-up shares of Millicom common stock. There are no retention, vesting or other holding conditions attached to the
shares. Such shares are provided from the Company’s treasury shares or alternatively issued within Millicom’s authorized share
capital exclusively in
exchange for allocation from the
premium reserve (i.e., for nil consideration from the relevant Directors). Share-based compensation is calculated by dividing the approved
remuneration by the average Millicom closing share price on the Nasdaq Stock Market in the US for the three-month period ending on April
30, 2024, provided that shares shall not be issued below par value.
Notwithstanding the above, for
any period where a Director is also an employee of Millicom, no remuneration is paid to that Director beyond any compensation received
as an employee of Millicom.
Directors’ Remuneration
The Nomination Committee proposes
the compensation for the period from the date of the AGM to the date of the 2025 AGM, as follows:
|
Cash
2024/2025
(USD)
|
Shares
2024/2025
(USD)
|
Chair of the Board (1)* |
105,000 |
210,000 |
Board members (8)* |
55,000 |
105,000 |
Audit and Compliance Committee chair (1)* |
45,000 |
- |
Audit and Compliance Committee members (3)* |
22,500 |
- |
Compensation and Talent Committee chair (1)* |
25,000 |
- |
Compensation and Talent Committee members (2)* |
12,500 |
- |
Total |
707,500 |
1,050,000 |
* Not payable while
the Chair or a Board member receives compensation as an employee of Millicom. Final number of committee members to be set by the Board
and subject to modification.
AGM – item 18: ELECTION
OF THE AUDITOR AND FEES
The Nomination Committee, in accordance
with the recommendation of Millicom’s Audit and Compliance Committee, proposes that KPMG be elected as external auditor for a term
beginning at the AGM and ending at the 2025 AGM.
The proposal from the Nomination
Committee, and recommendation from the Audit and Compliance Committee, is based on a tender and evaluation of external audit firms conducted
in Q1 2024, taking into consideration independence requirements and fees, among other factors.
The Nomination Committee proposes
that the auditor’s remuneration be paid against an approved account.
AGM – item 19: INSTRUCTION
TO THE NOMINATION COMMITTEE
The Nomination Committee proposes
that the following Instruction to the Nomination Committee shall apply until new instructions have been adopted. In the event any applicable
law or stock market regulation requires a change to this procedure, the Nomination Committee shall take any steps necessary or proper
to ensure compliance with such rules.
The work of preparing the following
agenda items for the annual general meeting shall be performed by a Nomination Committee:
| (i) | To propose the chair of the annual general meeting; |
| (ii) | To set the number of Directors of the Board; |
| (iii) | To propose candidates to be elected or re-elected as Directors and the term of their appointment; |
| (iv) | To propose the remuneration of the Directors; |
| (v) | To propose the election or re-election of the external auditor and its remuneration; and |
| (vi) | To propose a new / amended instruction to the Nomination Committee, if deemed appropriate. |
The Nomination Committee shall
be formed in consultation with the largest shareholders as of the last business day of June 2024. The Nomination Committee shall consist
of four members (except that the Nomination Committee may consist of less than four members to the extent that the ten largest shareholders
have been given the opportunity to appoint a member and more than six of those largest shareholders have declined) and comprise: (i) the
Chair of the Board (Executive Chair, if so appointed), and (ii) three members appointed by shareholders, each appointed by one of the
10 largest shareholders which has chosen to appoint a member, starting with the largest shareholder and then in descending order until
all three members (or less, if applicable) have been nominated.
The majority of the members of
the Nomination Committee are to be independent of the Company and its executive management. At least one member of the Nomination Committee
must be independent of the Company’s largest shareholder in terms of votes or any group of shareholders who act in concert in governance
of the Company. The Chair of the Board shall act as the Nomination Committee’s convener, and the members of the Nomination Committee
will appoint the Nomination Committee’s chair at their first meeting, provided that the Chair of the Board may not serve as the
chair of the Nomination Committee. Before the assignment is accepted, a proposed member of the Nomination Committee shall carefully consider
any conflict of interest or other circumstances that makes membership of the Nomination Committee inappropriate. The Chief Executive Officer
or other members of the executive management may be invited by the chair of the Nomination Committee to participate in meetings of the
Nomination Committee as considered appropriate.
The Nomination Committee is appointed
for a term of office commencing at the time of its formation, which must be no later than six months before the annual general meeting
and ending when a new Nomination Committee is formed. If a member resigns during the Nomination Committee’s term of office, and
provided that the Nomination Committee finds this prudent, the shareholder that appointed the resigning member may be asked to appoint
a new member, provided that the shareholder is still one of the 10 largest shareholders of Millicom. If that shareholder declines to appoint
a new member, the Nomination Committee may choose to ask the next largest qualified shareholder to appoint a Nomination Committee member
and so on.
In the event of changes to the
ownership structure of the Company, whereby a shareholder that has appointed a member to the Nomination Committee significantly reduces
its shareholding, such member shall immediately resign from the Nomination Committee, unless the other members unanimously decide that
such person shall remain until the end of their term. In addition, the Nomination Committee may decide to change its composition and invite
the new larger shareholder(s) to appoint a member of the Nomination Committee. In its decision, the Nomination Committee shall inter
alia take into account the status of its work,
the time remaining to the annual
general meeting and the nature of the change in ownership. If more than three months remain until the annual general meeting, however,
a shareholder that has become amongst the three largest shareholders shall always, at its request, have the right to appoint a member
of the Nomination Committee.
The Nomination Committee shall
have the right to receive, upon request, personnel resources, such as secretarial services from Millicom, and to charge Millicom with
costs for recruitment consultants and related travel if deemed strictly necessary to discharge its duties.
AGM – item 20: SHARE REPURCHASE
PLAN
The Board proposes that the meeting
resolves to approve a new Share Repurchase Plan on the following terms:
| 1. | To authorize the Board, at any time between May 23, 2024 and the date of the 2025 annual general meeting
of shareholders, to repurchase Millicom's common shares and Swedish Depository Receipts (SDRs), hereafter individually and collectively
referred to as the “Shares”, in accordance with applicable laws and regulations in force, and in particular the Luxembourg
law of 10 August 1915 on commercial companies, as amended from time to time (the "Luxembourg Commercial Companies Law")
(the "Share Repurchase Plan"), and subject to the following conditions: |
| 2. | The transactions under the Share Repurchase Plan may be carried out by any permitted means, including
but not limited to entering into market, off-market, over-the-counter and mutual agreement transactions, through payment in cash or in
kind, using distributable profits, available reserves, new shares issue, derivative financial instruments or any other financing mechanism. |
| 3. | While the primary purpose of the Share Repurchase Plan is set out below, the Share Repurchase Plan
may be carried out for all purposes allowed, or which would become authorized by, the applicable law and regulations. |
| 4. | The maximum number of Shares that may be acquired shall not exceed ten per cent (10%) of Millicom's
outstanding share capital as of the date when the start of the share repurchase program is announced by press release. |
| 5. | Repurchase transactions under the Share Repurchase Plan may be made at acquisition prices per Share
as follows: |
| a. | For Shares repurchased on a regulated market where the shares are traded, the price per Share shall
be within the registered interval for the share price prevailing at any time (the so-called spread), that is, the interval between the
highest buying rate and the lowest selling rate of the Shares on the market on which the purchases are made. |
| b. | For any other Shares repurchased, the price per share may not exceed 110% of the most recent closing
trading price of the Shares on the Nasdaq Stock Market in the U.S., provided that the minimum repurchase price is above SEK 50 (or USD
equivalent). |
| 6. | The Share Repurchase Plan may not have the effect of reducing Millicom's net assets and reserves under
the limit required by the Luxembourg Commercial Companies Law or the Articles of Association of the Company. |
| 7. | Only fully paid-up Shares may be included in repurchase transactions made under the Share Repurchase
Plan. |
The primary purposes of this
resolution are to provide the Board with more options in its efforts to deliver long-term shareholder value and total shareholder return,
and to provide a method to secure availability of Shares for Board remuneration and Millicom’s share-based incentive plans.
The Board is hereby authorized to:
| (i) | transfer all or part of the Shares repurchased under the Share Repurchase Plan to employees of the
Millicom Group in connection with any existing or future Millicom share-based incentive plans, |
| (ii) | use the purchased Shares to meet obligations arising from debt financial instruments exchangeable into
equity instruments, |
| (iii) | use the repurchased Shares as consideration for merger and acquisition purposes, including joint ventures
and the buy-out of minority interests in Millicom’s subsidiaries or joint ventures, as the case may be, in accordance with the limits
set out in the Luxembourg Commercial Companies Law, |
| (iv) | cancel the repurchased Shares and Shares held in treasury from Shares repurchased under previous Share
repurchase plans, and |
| (v) | any other purpose not expressly prohibited by applicable law. |
All powers are hereby granted
to the Board, with the power to delegate and substitute, to ensure the implementation of this authorization, conclude all agreements,
carry out all formalities and make all declarations with regard to all authorities and, generally, do all that is necessary or proper
for the execution of any decisions made in connection with this authorization.
The Share
Repurchase Plan supersedes and replaces all other previous share repurchase plans of Millicom, which are deemed cancelled.
AGM – item 21: 2023 REMUNERATION
REPORT
The Board proposes that the AGM
provides an advisory vote on Millicom’s remuneration report for the financial year ended on December 31, 2023 (the “2023
Remuneration Report”), pursuant to Article 7ter. of the Luxembourg law of 24 May 2011 on the exercise of certain rights
of shareholders at general meetings of listed companies, as amended. The Nomination Committee will consider this advisory vote when reviewing
the Director Remuneration Policy, and the Board will consider this advisory vote when reviewing the Senior Management Remuneration Policy
in the future and explain in the 2024 remuneration report how this advisory vote was taken into account.
The 2023 Remuneration Report is
available on Millicom’s website: https://www.millicom.com/our-company/governance/shareholder-meetings/.
AGM – item 22: SENIOR
MANAGEMENT REMUNERATION POLICY
The Board proposes that the AGM
resolves on the following guidelines and policy for remuneration and other employment terms for the senior management for the period up
to the 2025 AGM.
Compensation philosophy and
guidelines:
| · | Competitive and fair – Levels of pay and benefits to attract and retain the right people. |
| · | Drive the right behaviors – Reward policy and practices that drive behaviors supporting our
Company strategy and business objectives. |
| · | Shareholder alignment – Variable compensation plans that support a culture of entrepreneurship
and performance and incorporate both short-term and longer-term financial and operational metrics strongly correlated to the creation
of shareholder wealth. Long-term incentives are designed to maintain sustained commitment and ensure that the interests of our Global
Senior Management Team are aligned with those of our shareholders. |
| · | Pay for performance – Total reward structured around pay in line with performance, providing
the opportunity to reward strong corporate and individual performance. A significant proportion of top management's compensation is variable
(at risk) and based on measures of personal, company and share price performance directly attributable to short-term and long-term value
creation. |
| · | Transparency – Millicom is committed to expanding transparency, including disclosure around
pay for performance, links to value creation, etc. |
| · | Market competitive and representative remuneration – Compensation is designed to be market
competitive and representative of the seniority and importance of roles, responsibilities and geographical locations of individuals. |
| · | Retention of key talent – Variable compensation plans include a significant portion of deferred
share-based or cash compensation, the payout of which is conditional on future employment with the Company for three-year rolling periods,
starting on the grant date. |
| · | Executive management to be ‘invested’ – The Executive Team and Corporate Vice-Presidents,
through Millicom’s share ownership guidelines, are required to reach and maintain a significant level of personal ownership of Millicom
shares. |
Objectives of senior management
compensation:
| · | Fixed salary and benefits: to ensure that Millicom can attract, motivate and retain senior management,
within the context of Millicom’s international talent pool, which consists of Telecommunications, Media & Fast-Moving Consumer
Goods (“FMCG”) companies. |
| · | Short Term Incentives (“STI”): to incentivize senior management to execute strategic
plans in operational decision making to achieve short-term performance goals impacting performance and enhancing the value of the Company.
In general, 75% of the STI is based on achievement of financial targets of the individual’s corresponding business unit, while the
remaining 25% is based on individual performance. |
| · | Long Term Incentives (“LTI”): to align
senior management long-term incentives with the long-term interests of shareholders, encouraging long-term value creation, retention and
management focus on long-term value and commitment to the Company. Based on these key principles, the LTI design for 2024 is a balance
of share price appreciation, retention and ESG targets approved by the Compensation & Talent Committee and the Board. Millicom emphasizes
the “one team” mentality – by maintaining unified goals and objectives in the long-term incentive program for the executive
leadership team with the purpose of long-term value of the Company. |
Benchmarking of Executive Management
Compensation: For the Chief Executive Officer (“CEO”) and Executive Vice Presidents (“EVPs”), compensation
has been benchmarked against a peer group, which includes: Lumen Technologies, Inc., DISH Network Corporation, American Tower Corporation,
Altice USA, Inc., Sirius XM Holdings Inc., Global Payments Inc., Liberty Latin America Ltd., Frontier Communications Parent, Inc., Telephone
and Data Systems, Inc., United States Cellular Corporation, AMC Networks Inc., SBA Communications Corporation and Cable One, Inc.
Senior Management Remuneration
Policy
(i) Base salary and benefits
Base annual salaries shall be competitive
and based on individual responsibilities and performance. The base salary and other benefits of the CEO are proposed by the Compensation
and Talent Committee and approved by the Board, and the base salary and benefits of the EVPs are proposed by the CEO and approved by the
Compensation and Talent Committee.
(ii) Variable remuneration
Senior management may receive variable
remuneration in addition to base salary. The variable remuneration consists of (a) Short-term Incentives (“STI”), and
(b) Long-term Incentives (“LTI”).
The amounts and percentages for
variable remuneration are based on pre-established goals and targets related to the performance of both Millicom and individual employees,
as summarized below and presented in detail in item 23.
The STI consists of two components:
a cash bonus and a restricted share units-based component (the Deferred Share Plan, or “DSP”). For the 2025 DSP grant,
Corporate Directors, General Managers and senior in-country leadership teams are eligible for a Deferred Cash Plan (the “DCP”)
instead of the DSP.
STI measures, and relative weightings
(shown below) are designed to reflect Millicom’s strategic goals of encouraging profitable operations, efficient use of capital,
overall growth and customer focus:
| (i) | Service Revenue (25%), |
| (ii) | Earnings Before Interest, Tax, Depreciation and Amortization
(“EBITDA”) (25%), |
| (iii) | Equity Free Cash Flow (“EFCF”) (25%), |
| (iv) | Personal Performance* (25%). |
* Personal Performance is assessed
on achievement of personalized qualitative and quantitative goals aligned to the overall strategy and objectives of the Company.
The DSP seeks to attract and retain
management employees, by rewarding for past performance and incentivizing longer-term service. It is part of Millicom’s short-term
incentive program and as such the Board deems that pro rata vesting (30%/30%/40%) over a three-year period is reasonable in order to achieve
the objectives of Millicom’s overall compensation and reward strategy.
Modifications compared to the
2023 STI-DSP
(i) 2024 STI paid in 2025
The Compensation and Talent Committee implemented a
redistribution of weights for both the 2025 DSP and 2025 DCP, reducing the personal performance from 30% to 25% and assigning equal weights
to the three financial metrics totaling 75%. Additionally, the Committee also introduced EFCF as a new metric, in replacement of OFCFaL
and Relational Net Promoter Score, to align with the principal financial target disclosed by the Company.
(ii) 2025 DSP (based on 2024
performance)
Eligibility for participation in
the DSP component is limited to Millicom’s CEO, EVPs and Corporate Vice Presidents (“VPs”). Currently, 16 individuals
are included in this group. The metrics are the same as the 2024 STI metrics.
(iii) 2025 DCP (based on 2024
performance)
Corporate Directors and senior
in-country leadership (excluding General Managers) are eligible for a Deferred Cash Plan instead of the DSP, with the same targets as
the DSP and 2024 STI metrics. Currently, 111 individuals are included in this group.
For the General Managers, the DSP
is also replaced with a Deferred Cash Plan (DCP), with individual country targets:
| (i) | Service Revenue (50%), and |
| (b) | Long-term Incentive Plan (“LTI”) |
The LTI is a share-based plan whereby
the awards granted vest at the end of a three-year period, subject to achievement against performance measures and fulfillment of conditions.
These measures, and their relative weightings, are shown below:
| (i) | Stock Appreciation Rights (SARs) (60%), |
| (ii) | Restricted Stock Units (RSUs) (30%), and |
| (iii) | Performance Shares with ESG target achievement (10%) |
Modifications compared to the
2023 LTI
For 2024, we have moved towards
an incentive plan focused on shareholder value creation, long-term incentive and retention using three equity vehicles: Stock Appreciation
Rights (SARs), Restricted Stock Units (RSUs), and Performance Shares based on achievement of ESG metrics. For the ESG metric, the Compensation
and Talent Committee has proposed to reduce from 5 metrics to 1, focusing on carbon emissions.
Eligibility
Eligibility for participation in
the LTI is limited to Millicom’s CEO, EVPs and VPs. Currently, 16 individuals are included in this group.
For General Managers, the LTI is
merged into the DCP plan described above, including the same metrics.
2024 LTI (based on 2024-2026
performance)
Information on the 2024 LTI, including
performance measures and payout scales (based on performance from 2024 to 2026), and the number of share awards to be granted, is included
in agenda item 23 below.
(iii) Other benefits
Other benefits can include, for
example, car allowance, medical coverage and, in limited cases, while on an expat assignment, housing allowance, school fees, and home
leave.
(iv) Pension
The Global Senior Management Team,
which is comprised of Millicom’s CEO, EVPs, VPs and General Managers are eligible to participate in a global retirement saving plan
which also covers death and disability insurance. This global plan is secured through premiums paid to insurance companies. Company
contributions to the global defined contribution retirement saving plan range between 10% and 15% of the executive’s base pay.
Notice of termination and severance
pay
If the employment of Millicom’s
most senior management is terminated, a notice period of up to 12 months could potentially apply.
Other Policies and Practices
The Board regularly reviews best
practices in executive compensation and governance and revises policies and practices when appropriate.
Deviations from the policy and
guidelines
In special circumstances, the Board
may deviate from the above policy and guidelines, including additional variable remuneration in the case of exceptional performance.
Where such deviation relates to
the CEO’s remuneration, the Board may temporarily deviate from the above policy and guidelines until the 2025 AGM to ensure the
long-term interest and continuity of Millicom or guarantee its viability.
Independent Advisor
The Board has retained Mercer as
its independent compensation consultant. Mercer provides advice, executive benchmarking data and best practices and makes suggestions
based on its knowledge of the market.
AGM –
item 23: SHARE-BASED INCENTIVE PLANS
As outlined in
the proposed guidelines and policy for senior management remuneration in agenda item 22 above (and the corresponding guidelines approved
at the 2023 AGM), variable compensation includes the following share-based incentive plans:
(i) a short-term
Deferred Share Plan (DSP), and
(ii) a three-year
Long-Term Incentive Plan (LTI).
There is no legal
requirement for Millicom (as a Luxembourg company) to obtain shareholder approval of share-based incentive plans. Nonetheless, following
past practice and in alignment with the expectations of Millicom’s shareholders, the Board proposes that the meeting resolves to
approve the 2024 DSP, the 2024 LTI and the granting of share awards under both plans, as further described below.
Governance
of the Plans
The Compensation
and Talent Committee of the Board monitors and evaluates programs for variable remuneration (both ongoing programs and those that have
ended during the year), the manner in which the guidelines for remuneration to senior management adopted at the AGM have been applied,
and the current remuneration structure and levels of remuneration in Millicom. The design of each share-based plan is reviewed each year
to ensure that:
| · | The programs are well aligned with the interests
of shareholders; |
| · | The programs
are designed to help attract, motivate and retain the competencies needed in Millicom’s senior management; and |
| · | The programs have a positive effect on Millicom’s
development and thus are beneficial for both Millicom and its shareholders. |
The Compensation
and Talent Committee determines when an offer for the grant of share awards shall be made, the eligible employees to whom such offer shall
be made and the terms governing the offer for the grant of share awards, in accordance with the principles adopted by the AGM. The Compensation
and Talent Committee shall also have the right to resolve on more detailed terms and conditions in accordance with the Senior Management
Remuneration Policy.
The Compensation
and Talent Committee approves the detailed terms and conditions of the share-based compensation plans, in accordance with the terms and
guidelines set out herein. In connection therewith, the Compensation and Talent Committee is entitled to make adjustments to meet foreign
regulations or market conditions, and, in connection with delivery of shares to participants, offer share settlement in order to cover
the participant’s tax costs upon vesting.
The Compensation
and Talent Committee may make certain other adjustments, including deciding to reduce the delivery of shares for all participants, or
for certain categories of participants covered by the 2024 LTI and 2024 DSP, if material changes occur within Millicom or in the market
that, in the Board's assessment, mean that the terms and conditions for the allotment of shares under the plans no longer fulfil the main
objectives of the plans.
Preparation
of the Proposal
Millicom's Compensation
and Talent Committee has prepared the 2024 DSP and the 2024 LTI in consultation with external advisors. The plans have been reviewed at
meetings of the Compensation and Talent Committee in 2023 and in the first months of 2024.
(i) Proposed
2024 DSP (based on 2023 performance)
The proposed 2024 DSP is based
on a target percentage of the annual base salary of each participant and the performance related to the 2023 financial year. Each share
unit granted carries a non-transferable right to receive one share in Millicom on
the relevant vesting date. Eligibility for participation in the 2024 DSP is described in item 22.
Calculation
STI compensation is calculated
as Base Salary X a pre-determined % of base salary X plan performance.
Performance measures (based
on 2023 performance) and payout scale
Performance is measured on the
extent to which performance targets (group, regional, or country level as applicable to each individual) are achieved, as follows:
Performance measure |
% of the DSP |
Service revenue (SR) |
20% |
EBITDA (earnings before interest, tax, depreciation and amortization) |
20% |
OFCFaL (Operating Free Cash Flow after Leases) |
20% |
rNPS (relational net promoter score) |
10% |
Personal performance |
30% |
Payout is based on a linear scale
with minimum, target and maximum achievement of performance measures (except personal performance) as follows:
Achievement |
Payout |
Achievement less than 95% of target |
0% |
Achievement at 100% of target |
100% |
Achievement at or above 104% (SR), 106% (EBITDA), 107% (OFCFaL) and/or 110% (tNPS) of target |
200% |
Personal performance is based on
the rating scale below, whereby employees rated “does not meet” do not receive any STI compensation, and employees rated ‘partially
meets’ are not eligible to participate in the 2024 DSP.
Performance rating |
Does not meet |
Partially meets |
Meets |
Exceeds |
Exceptionally Exceeds |
Payout |
0% |
15% on cash component.
0% on share component.
|
30% |
45% |
60% |
Payment / vesting
If the AGM approves the 2024
DSP, and thereby the granting of share awards to the DSP Participants, the STI is paid in cash and in DSP shares: for senior leaders
30% / 70% at the top and 40% / 60% at the lower end. For employees not participating in the DSP, or to the extent that the DSP is
not approved by the AGM, the STI (including the portion that would have been provided as shares) will be a cash bonus. The share
awards will vest (generally subject to the participant still being employed by Millicom) 30% in Q1 2025, 30% in Q1 2026 and 40% in
Q1 2027.
Grant of share awards
1,141,873 share units were granted,
conditional on AGM approval as per the above, under the DSP plan in Q1 2024, representing approximately 0.67% of the outstanding shares
and outstanding votes.
(ii) Proposed 2024 LTI
The proposed 2024 LTI award is
divided in three equity vehicles: Stock Appreciation Rights (SARs), Restricted Stock Units (RSUs), and Performance Shares based on achievement
of the ESG performance measure between 2024 and 2026. Eligibility for participation in the 2024 LTI is described in item 22.
Calculation
The award value per participant
is based on seniority and ranges from 35% to 315% at target (for the CEO) of base annual salary (as of January 1, 2024) as follows:
Seniority |
% of base annual salary (range) |
VPs |
35%-70% |
CEO and EVPs |
85%-315% |
This award will be divided into:
1. Stock Appreciation
Rights (SARs) - (60% of the award), calculated based on Black-Scholes valuation of the stock price at fair market value of the grant.
2. Restricted Stock Units
(RSUs) – (30% of the award).
3. Performance Shares
with ESG metric – (10% of the award).
Stock Appreciation Rights will
vest in number of units as defined by the Black-Scholes valuation. The participant will have the eligibility to exercise these units during
the seven-year period following the vesting date. Upon exercising these units, the appreciation will be paid in Millicom stock.
Each Restricted Stock Unit and
Performance Share unit will vest as one Millicom share, subject to the achievement of the following performance measures for the performance
shares:
Performance measure |
% of the LTI |
ESG metric – 2024-2026 measurement based on Carbon Emissions reduction target. |
10% |
Payout for the Performance conditions
for ESG target:
| · | In the event the Company achieves less than 80% of the target, the corresponding portion of the grant
will be reduced to zero. |
| · | In the event the Company achieves between 80% and 100% of the target, the corresponding portion of the
grant will be adjusted in linear pro rata of the achievement starting at a payout of 0% to 100%. |
| · | Payout is capped at 100% achievement. |
In addition, participants who receive
a ‘does not meet’ performance rating are not eligible to participate in the LTI in the following year.
Payment / vesting
The equity awards vest after a
three-year vesting period, in Q1 2027, subject to achievement of performance measures and the participant being employed by Millicom at
the time of vesting.
Grant of share awards
At target 193,537 share units are
granted under the 2024 LTI plan corresponding to RSUs and Performance Shares, representing approximately 0.11% of the outstanding shares
and votes. The amount of SARs to be granted are subject to the share price valuation following approval of the LTI by the Compensation
and Talent Committee, i.e., April 4, 2024.
Share ownership requirements
Participants in the LTI are subject
to Millicom’s Share Ownership Policy, which requires them to maintain the minimum levels of share ownership based on the size of
their annual share grants, or hold all shares vested (post tax) under either the LTI or the DSP until reaching those minimum levels.
These levels currently range from 400% of base salary to 50% of base salary.
Accounting, cost and maximum
number of shares
Both the DSP and LTI are accounted
for in accordance with IFRS 2, which requires the cost of share awards to be recorded as employee costs in the income statement over the
vesting period, based on the number of shares expected to vest and the fair value of those shares. Elements specific to each plan are
as follows:
(i) 2024 DSP
No expense is recognized for DSP
share awards that do not ultimately vest. Vesting of the shares is not dependent on market conditions. The number of shares that may vest,
approximate cost and percentage of outstanding shares (based on grant share price of USD 16.33) are as follows:
|
Shares that may vest |
Approximate cumulative three-year cost (USD) |
% of outstanding shares |
At Maximum |
1,141,873 |
18.65 million |
0.67% |
The costs and dilution are expected
to have only a marginal effect on key ratios of Millicom.
Information on performance of the
2023 STI and on the 2024 DSP grant will be presented in Millicom’s 2024 Annual Report.
(ii) 2024 LTI
No expense is recognized for share
awards that do not ultimately vest, except for the Stock Appreciation Rights (SARs) portion of the LTI where vesting is conditional upon
a market condition, which are treated as vested regardless of whether or not the market conditions are satisfied, provided that all other
performance conditions are satisfied. For Restricted
Stock Units (RSUs) vesting of the shares is dependent on service conditions only.
An estimate of the number of shares
that may vest and approximate cost for the RSUs and the performance shares are as follows:
|
Shares that may vest |
Approximate cumulative three-year cost (USD) |
% of outstanding shares |
At Maximum |
193,537 |
3.93 million |
0.11% |
Information about the performance
results and the outcome of the 2024 LTI will be presented in Millicom’s 2026 Annual Report.
Hedging arrangements and delivery
of shares
The undertaking to deliver shares
to the participants in the 2024 DSP and 2024 LTI will be fulfilled either by Millicom transferring its own treasury shares or, if required,
by acquiring and transferring shares or issuing new shares.
Delivery of shares, subject to
the terms of conditions of the plans, will be made free of charge.
Information regarding other
incentive programs in Millicom
Please refer to the 2023 Annual
Report and the Company's website http://www.millicom.com, for further information regarding all Millicom's on-going share or share
price-related incentive programs.
EGM- item 1: CHAIR OF THE EGM
Millicom's Board proposes, in line
with the Nomination Committee proposal for the AGM to be held on the same day, Mr. Alexander Koch, attorney at law (Avocat à la
Cour/Rechtsanwalt), with professional address in Luxembourg, to preside over the EGM.
In case of absence of Mr. Alexander
Koch, the Chair of the Board of Directors of Millicom or, in the absence of the Chair of the Board of Directors, any member of the Board
of Directors present at the EGM, shall be empowered to appoint from amongst the persons present at the EGM the individual that will preside
over the EGM.
The Chair of the EGM shall be empowered
to appoint the other members of the Bureau (i.e., the Secretary and the Scrutineer) amongst the persons present or virtually present at
the meeting.
EGM – item 2: REMOVE CASTING VOTE OF THE CHAIR
OF THE BOARD
The Board aims to nurture constructive dialogue and
debate among Board members and the Board’s philosophy is that deadlock should be resolved through exchange of opinions until consensus
is reached. No Board member should have overriding rights and, therefore, the Board proposes to remove the casting vote of the Chair of
the Board in the event of tie provided by article 444-4, 2° (2) of the 1915 Law, and amend paragraph 7 of article 8 of the articles
of association.
The amended article 8 of the articles
of association of the Company shall read as follows:
Article 8. Meetings of the Board.
The Board may choose a secretary, who need
not be a director, and who shall be responsible for keeping minutes of the meetings of the Board and of the resolutions passed at the
General Meeting.
The Board will meet upon call by the Chair.
A meeting of the board must be convened if any two Directors so require.
The Chair shall preside at all meetings
of the Board of the Company, except that in his absence the Board may elect by a simple majority of the Directors present another Director
or a duly qualified third party as Chair of the relevant meeting.
Except in cases of urgency or with the
prior consent of all those entitled to attend, at least 3 (three) days' written notice of board meetings shall be given. Any such notice
shall specify the time and place of the meeting and the nature of the business to be transacted. No such written notice is required if
all the members of the Board are present or represented during the meeting and if they state to have been duly informed, and to have had
full knowledge of the agenda of the meeting. The written notice may be waived by the consent in writings, whether in original, by telefax,
or e-mail to which an electronic signature (which is valid under the Law) is affixed, of each member of the Board. Separate written notice
shall not be required for meetings that are held at times and places determined in a schedule previously adopted by resolution of the
Board.
Every Board meeting shall be held in Luxembourg
or at such other place as the Board may from time to time determine.
Any member of the Board may act at any
meeting of the Board by appointing in writing, whether in original, by telefax, or e-mail to which an electronic signature (which is valid
under the Law) is affixed, another Director as his or her proxy.
A quorum of the Board shall be the presence
of 4 (four) of the Directors holding office. Decisions will be taken by the affirmative votes of a simple majority of the Directors present
or represented. The Chair of the Board does not have a casting vote in the event of a tie.
Notwithstanding the foregoing, a resolution
of the Board may also be passed in writing, in case of urgency or where other exceptional circumstances so require. Such resolution shall
be unanimously approved by the Directors and shall consist of one or several documents containing the resolutions either (i) signed manually
or electronically by means of an electronic signature which is valid under Luxembourg law or (ii) agreed upon via a consent in writing
by e-mail to which an electronic signature (which is valid under Luxembourg law) is affixed. The date of such a resolution shall be the
date of the last signature or, if applicable, the last consent.
Any Director may participate in a meeting
of the Board by conference call, video conference or similar means of communication equipment whereby (i) the Directors attending the
meeting can be identified, (ii) all persons participating in the meeting can hear and speak to each other, (iii) the transmission of the
meeting is performed on an on-going basis and (iv) the directors can properly deliberate, and participating in a meeting by such means
shall constitute presence in person at such meeting. A meeting of the Board held by such means of communication will be deemed to be held
in Luxembourg.
EGM- item 3: CHANGE THE DEFINITION
FROM CHAIRMAN TO CHAIR OF THE BOARD
The Board proposed to adopt a more inclusive language,
changing the definition from “Chairman” to “Chair”, and to amend articles 7, 8, 9 and 21 of the articles of association
accordingly and further amend article 19 second sentence of Millicom’s articles of association to refer to the “chair of the
annual General Meeting.
EGM – item 4: FULL RESTATEMENT
OF THE COMPANY'S ARTICLES OF ASSOCIATION
It is proposed to fully restate
the Articles incorporating the above changes approved at the EGM.
The draft restated articles of
association of the Company are available on the Company's website.
Board of Directors |
April 17, 2024 |
The personal data of SDR holders and shareholders
collected from the SDR/share register, notification of attendance to the AGM and EGM as well as information regarding representatives
and advisors will be used for registration, drawing up of voting list for the AGM and EGM and, where applicable, minutes from the AGM
and EGM. The personal data will be processed in accordance with the General Data Protection Regulation (Regulation (EU) 2016/679 of the
European Parliament and of the Council).
For more information, please
contact:
AGM/EGM Inquiries:
Patrick Gill, Company Secretary
+352 27 759 603
Maria Florencia Maiori, Senior Legal Counsel
information@millicom.com
|
Press:
Sofia Corral, Director Corporate Communications
press@millicom.com
|
Investors:
Michel Morin, VP Investor Relations
investors@millicom.com
|
About Millicom
Millicom (NASDAQ U.S.: TIGO, Nasdaq
Stockholm: TIGO_SDB) is a leading provider of fixed and mobile telecommunications services in Latin America. Through our TIGO®
and Tigo Business® brands, we provide a wide range of digital services and products, including TIGO Money for mobile
financial services, TIGO Sports for local entertainment, TIGO ONEtv for pay TV, high-speed data, voice, and business-to-business solutions
such as cloud and security. As of December 31, 2023, Millicom, including its Honduras Joint Venture, employed approximately 16,500 people
and provided mobile and fiber-cable services through its digital highways to more than 45 million customers, with a fiber-cable footprint
over 13 million homes passed. Founded in 1990, Millicom International Cellular S.A. is headquartered in Luxembourg.
Item 2
Millicom’s Nomination Committee’s proposal
for Board of Directors
Luxembourg, April 17, 2024 –
In advance of the Annual General Meeting of shareholders (“AGM”) of Millicom International Cellular S.A. (“Millicom”),
to be held on May 23, 2024, Millicom’s Nomination Committee proposes:
The election of Maxime Lombardini
and Justine Dimovic as new Directors of the Board;
The re-election of María
Teresa Arnal Machado, Bruce Churchill, Aude Durand, Tomas Eliasson, Mauricio Ramos, Thomas Reynaud, and Blanca Treviño de Vega
as Directors of the Board; and the election of Mauricio Ramos as Chair of the Board.
Pernille Erenbjerg and Michael
Golan have decided not to seek re-election.
Maxime Lombardini will bring his
extensive experience and track record in leading businesses in the telecommunications industry, as well as the strong knowledge of Millicom
that he has gained while serving as President and Chief Operating Officer since September 2023.
Justine Dimovic will bring a wealth
of capital allocation, financing, and investment experience, including in the telecommunications section, from her various leadership
positions in corporate finance, treasury, banking, and investor relations, including an eight-year tenure in Millicom’s finance
function until 2019.
Aude Durand, Chair of the Nomination
Committee, commented: “The Nomination Committee is pleased to propose the election of Maxime Lombardini and Justine Dimovic as new
Board Directors. The addition of these new directors will strengthen Board’s oversight of Millicom’s operational and financial
performance and of its capital allocation and strategic direction.”
Mauricio Ramos, Chair of the Board,
added: “On behalf of the Board, the management team, and all shareholders, I would like to extend our gratitude to our outgoing
directors for their significant contributions to the Board. Over a period of six years, Pernille Erenbjerg contributed significantly as
Deputy Chair and Chair of Millicom’s Compensation and Talent Committee on many key business and compensation related matters during
this time. Since his appointment in May 2023, Michael Golan contributed significantly to Millicom’s restructuring program and oversight
of financial matters while serving on Millicom’s Audit and Compliance Committee.
In addition, I look forward to
Maxime and Justine joining the Board in May.”
The Nomination Committee’s
motivated statement and full proposals are available in the corporate governance section of the Millicom website and are presented together
with the convening notice to Millicom’s AGM, to be held on May 23, 2024.
The Nomination Committee ahead
of the 2024 AGM comprised: Aude Durand appointed by Atlas Luxco; Jan Dworsky, appointed by Swedbank Robur Funds; and Staley Cates, appointed
by Southeastern Asset Management; as well as the Interim Chair of Millicom’s Board of Directors, Mauricio Ramos, appointed by the
shareholders at the 2023 AGM.
-END-
For further information, please contact
Press:
Sofia Corral, Director Corporate Communications
press@millicom.com |
Investors:
Michel Morin, VP Investor Relations
investors@millicom.com |
About Millicom
Millicom (NASDAQ U.S.: TIGO, Nasdaq Stockholm: TIGO_SDB)
is a leading provider of fixed and mobile
telecommunications services in Latin America. Through
our TIGO® and Tigo Business® brands, we provide a wide range of digital services and products, including
TIGO Money for mobile financial services, TIGO Sports for local entertainment, TIGO ONEtv for pay TV, high-speed data, voice, and business-to-business
solutions such as cloud and security. As of December 31, 2023, Millicom, including its Honduras Joint Venture, employed approximately
16,500 people, and provided mobile and fiber-cable services through its digital highways to more than 45 million customers, with a fiber-cable
footprint over 13 million homes passed. Founded in 1990, Millicom International Cellular S.A. is headquartered in Luxembourg.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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MILLICOM INTERNATIONAL CELLULAR S.A.
(Registrant)
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By: |
/s/ Salvador Escalón |
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|
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Name: |
Salvador Escalón |
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Title: |
Executive Vice President, Chief Legal and Compliance Officer |
Date: April 17, 2024
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