Economia
Convening Notice for Annual General Meeting and Extraordinary General Meeting of Shareholders
The annual general meeting (“ ”) and subsequent extraordinary general meeting (“ ”) of the shareholders of MILLICOM INTERNATIONAL CELLULAR S.A. (“ ” or the “ ”) is hereby convened to be held at Novotel Luxembourg Centre 35 Rue du Laboratoire | L-1911 Luxembourg on Wednesday, May 21, 2025, at 1:00 p.m. Central European Time (" ").
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.
The Holders of Millicom shares traded on the Nasdaq Stock Market in the US (“ ”) under the ticker symbol TIGO (“ ”) that are registered with Broadridge Corporate Issuer Solutions, Inc. (“ ”), including those held by Cede & Co (“ ”) on May 7, 2025, at 24.00 CET (the " ") are eligible to participate/vote at the AGM and EGM .
by Millicom Shareholders are shown below.
As of April 11, 2025, 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 11, 2025, Millicom held 5,218,755 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 " ") at the first meeting and will validly be adopted only if approved by at least 2/3 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 2/3 of the votes cast at the second EGM.
One or several shareholders representing, individually or collectively, at least 10% of the share capital of Millicom reserve the right to add one or more additional items to the agenda of the AGM and/or 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 16, 2025. 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.
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/:
- this Convening Notice;
- Millicom's annual accounts and consolidated accounts for the year ended December 31, 2024, 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;
- the Nomination Committee's motivated statement explaining its proposals regarding the Board and information on the proposed Directors; 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 .
Millicom's Nomination Committee proposes Mr. Alexander Koch, attorney at law ( ), 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).
On a parent-company basis, Millicom generated a profit of USD 75,978,184, for the fiscal year ended December 31, 2024 (the “ ”). Millicom further has unappropriated net profits carried forward from previous financial years of in aggregate USD 2,300,470,064 (the “ ”).
On November 29, 2024, the Board declared USD 1 per share interim dividend paid on January 10, 2025, amounting to USD 172,096,305 (the “ ”) based on the interim report as of September 30, 2024.
In compliance with 1915 Law, the Board further proposes to allocate the 2024 Results, minus the First Interim Dividends, to unappropriated net profits to be carried forward to the financial year 2025. Taking into account the 2024 Results and the 2023 Profits Carried Forward, and after deducting the amount distributed as the First Interim Dividends, the Company would have an unappropriated net profit of USD 2,204,351,943 that will be carried forward to the following financial year.
On February 26, 2025, the Board further declared a USD 0.75 per share interim dividend to be paid on April 15, 2025, amounting to approximately USD 125 million (the “Second Interim Dividend”) based on the interim report as of December 31, 2024. In aggregate, the Company distributed a total of approximately USD 297 million as interim dividends (the “ ”).
Furthermore, the Board proposes that the AGM acknowledges the Total Interim Dividends, and declares the distribution of an annual dividend from unappropriated net profits of USD 3 per share to Millicom shareholders (the “ ”), in accordance with articles 23 of the Company's articles of association and applicable law, to be paid in on or around July 15, 2025, October 15, 2025, January 15, 2026, and April 15, 2026, respectively, amounting to approximately USD 500 million (the exact figure will depend on the amount of treasury shares as of the relevant dividend record date for each installment).
. The annual accounts of Millicom for the year ended on December 31, 2024, show that Millicom has sufficient funds available, in accordance with applicable law, to distribute the proposed Annual Dividend, which represents an aggregate amount of approximately USD 500 million. The Board of Directors confirms that, in the absence of losses incurred by Millicom from January 1, 2025, reducing the said unappropriated net profits below an amount of USD 500 million, and taking into consideration the Second Interim Dividend, the total proposed USD 3 per share dividend can be paid out of the unappropriated net profit (i.e. available reserves) at the date of the AGM.
In accordance with Luxembourg income tax law, the payment of the dividend will be subject to a 15% withholding tax. Millicom will withhold the 15% withholding tax and pay this amount to the Luxembourg tax administration. The dividend will be paid net of withholding tax. However, a reduced withholding tax rate may be foreseen in a double tax treaty concluded between Luxembourg and the country of residence of the shareholder, or an exemption may be available in cases where the Luxembourg withholding tax exemption regime conditions are fulfilled. These shareholders should contact their advisors regarding the procedure and the deadline for a potential refund of the withholding tax from the Luxembourg tax administration.
The United States Federal Income Tax Considerations for U.S. holders of Millicom shares can be found on Millicom's website.
The Nomination Committee proposes that the Board shall consist of eight (8) directors.
The Nomination Committee proposes that María Teresa Arnal, Bruce Churchill, Justine Dimovic, Pierre-Emmanuel Durand, Maxime Lombardini, Jules Niel and Blanca Treviño de Vega be re-elected as Directors of Millicom for the term beginning at the AGM and ending at the 2026 AGM.
The Nomination Committee proposes that Pierre Alain Allemand be elected as a new Director of Millicom for the term beginning at the AGM and ending at the 2026 AGM.
Tomas Eliasson has decided not to seek re-election as a Director of Millicom.
The Nomination Committee, supported by the Board, proposes that Maxime Lombardini be elected as Chair of the Board for a term beginning at the AGM and ending at the 2026 AGM.
The Nomination Committee's motivated statement regarding the Board's composition is available on Millicom's website.
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.
Directors appointed to Board Committees receive cash-based compensation for each appointment. Share-based compensation is also provided to Board members in the form of fully paid-up shares of Millicom common stock. There is no retention, vesting or other condition 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, 2025, 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.
The Nomination Committee proposes the compensation for the period from the date of the AGM to the date of the 2026 AGM, as follows:
The Nomination Committee, in accordance with the recommendation of Millicom's Audit and Compliance Committee, proposes that KPMG be re-elected as external auditor for a term beginning at the AGM and ending at the 2026 AGM.
The Audit and Compliance Committee conducted a tender of external audit firms in Q1 2024.
The Nomination Committee proposes that the auditor's remuneration be paid against an approved account.
It is proposed that the meeting resolves to approve a share repurchase plan on the following terms:
It is proposed, in line with the Nomination Committee proposal for the AGM to be held on the same day, for 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.
:
In the context of the Share Repurchase Program announced by the Board on November 29, 2024, the Company has considerably increased the number of treasury shares, and it is proposed to grant the Board the authority to cancel treasury shares if it deems it necessary and subject to financial capability.
Furthermore, it is proposed to remove the reference to the Transparency Law, as this law is no longer applicable to the Company's shares following the delisting of its Swedish Depository Receipts from Nasdaq Stockholm (the “Delisting”), effective From March 17, 2025.
Therefore, it is proposed to amend article 6 of the articles of association of the Company to read as follows:
:
Following the Delisting, the Swedish Corporate Governance Code (the “ ”) is no longer applicable to the Company, and it is proposed to remove the reference to the Swedish Code from the Articles.
Further, it is proposed that the last two paragraphs of article 7 of the Articles be deleted, removing (a) the requirement that the Company comply with the nomination committee rules of the Swedish Code, so long as such compliance does not conflict with applicable law or stock exchange rules, and (b) certain rights of shareholders holding at least 20% of the issued and outstanding shares of the Company in the event that the Company does not comply with the nomination committee rules of the Swedish Code.
Following the proposed amendment of article 7 of the articles of association, the Board or a committee thereof would be authorized to propose Board members for approval by the AGM. The amended article 7 of the articles of association of the Company shall read as follows:
It is proposed to amend paragraph 7 of article 8 of the Articles to reinstate the casting vote of the Chair of the Board in the event of a tie. The casting vote of the Chair in the event of a tie is established in provision of article 444-4 (2) of the 1915 Law; however, the Articles currently include a provision eliminating the casting vote.
Additionally, it is proposed to amend paragraph 8 of article 8 of the Articles to remove the requirement that written board resolutions can only be adopted in case of urgency or exceptional circumstances, in order to simplify the adoption of unanimous resolutions and increase flexibility in the adoption of Board decisions.
The amended article 8 of the articles of association of the Company shall read as follows:
:
Following the Delisting, the law of 24 March 2011 on shareholder rights of listed companies is no longer applicable and, therefore, it is proposed to eliminate this reference from paragraph 5 of article 21 of the Articles.
Additionally, it is proposed to amend paragraph 5 of article 21 of the Articles to allow the Board to authorize the participation of shareholders in general meetings through electronic means and video conference if it considers this necessary.
The amended article 21 of the articles of association of the Company shall read as follows:
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.
Millicom (NASDAQ U.S.: TIGO) 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, 2024, Millicom, including its Honduras Joint Venture, employed approximately 14,000 people and provided mobile and fiber-cable services through its digital highways to more than 46 million customers, with a fiber-cable footprint over 14 million homes passed. Founded in 1990, Millicom is headquartered in Luxembourg, with its principal executive office in Doral, Florida.
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 at the AGM/EGM, even if the relevant proxy or notification form have a formal deficiency or was received after the deadlines contained herein.
2321 Rosecrans Avenue. Suite 2200
90245 El Segundo Stati Uniti