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In This Article:
Convening Notice for Annual General Meeting and Extraordinary General Meeting of Shareholders
MILLICOM INTERNATIONAL CELLULAR S.A.
Registered Address:
148-150, Boulevard de la Pétrusse
L-2330, Grand Duchy of Luxembourg
– R.C.S. Luxembourg: B40630 –
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 Novotel Luxembourg Centre 35 Rue du Laboratoire | L-1911 Luxembourg on Wednesday, May 21, 2025, at 1:00 p.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
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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]
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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, 2024.
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To approve the annual accounts and the consolidated accounts for the year ended December 31, 2024.
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To allocate the results of the year ended December 31, 2024, to the unappropriated net profits to be carried forward. [Note]
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To approve the distribution by Millicom of a dividend of USD 3 per share to be paid in four equal installments on or around July 15, 2025, October 15, 2025, January 15, 2026, and April 15, 2026.
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To discharge all the Directors of Millicom for the performance of their mandates during the year ended December 31, 2024. [Note]
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To set the number of Directors at 8. [Note]
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To re-elect María Teresa Arnal as a Director for a term ending at the annual general meeting to be held in 2026 (the "2026 AGM"). [Note]
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To re-elect Bruce Churchill as a Director for a term ending at the 2026 AGM. [Note]
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To re-elect Jules Niel as a Director for a term ending at the 2026 AGM. [Note]
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To re-elect Blanca Treviño de Vega as a Director for a term ending at the 2026 AGM. [Note]
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To re-elect Pierre-Emmanuel Durand as a Director for a term ending at the 2026 AGM. [Note]
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To re-elect Maxime Lombardini as a Director for a term ending at the 2026 AGM. [Note]
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To re-elect Justine Dimovic as a Director for a term ending at the 2026 AGM. [Note]
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To elect Pierre Alain Allemand as a Director for a term ending at the 2026 AGM. [Note]
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To elect Maxime Lombardini as Chair of the Board for a term ending at the 2026 AGM. [Note]
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To approve the Directors’ remuneration for the period from the AGM to the 2026 AGM. [Note]
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To re-elect KPMG Audit SARL and KPMG LLP (collectively, “KPMG”) as the external auditor for a term ending on the date of the 2026 AGM and to approve the external auditor remuneration to be paid against an approved account. [Note]
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To approve the Share Repurchase Plan. [Note]
EGM
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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]
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To amend article 6 of Millicom’s articles of association (the “Articles”) to (a) authorize the Board to cancel any repurchased shares and (b) remove the reference to the Transparency Law. [Note]
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To amend article 7 of the Articles to (a) remove the reference to the Swedish Corporate Governance Code and (b) remove the requirements regarding the composition of the Nomination Committee. [Note]
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To amend article 8 of the Articles to reinstate the casting vote of the Chair of the Board in the event of a tie, as provided by article 444-4 (2) of the 1915 Law. [Note]
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To amend article 8 of the Articles to remove the requirement that written board resolutions can only be adopted in cases of urgency or exceptional circumstances. [Note]
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To amend article 21 of the Articles to (a) eliminate the reference to the law of 24 March 2011 on shareholder rights of listed companies and (b) allow the Board to authorize the participation of shareholders in general meetings through electronic means and video conference. [Note]
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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 7, 2025 | Voting Record Date and deadline to submit the Notification Form for attendance in person |
May 16 2025 | Deadline to submit proxies |
May 16, 2025 | Deadline to propose additional items to the agenda |
May 21, 2025 | AGM and EGM |
IV. RIGHT TO PARTICIPATE AT THE AGM AND THE EGM
The 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”) on May 7, 2025, at 24.00 CET (the "Voting Record Date") are eligible to participate/vote at the AGM and EGM1.
Instructions for participating and voting by Millicom Shareholders are shown below.
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, on the Voting Record Date (as defined above) at 24.00 CET and who comply with these procedures. |
Ways to participate and deadline |
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Channels to submit the Millicom Shareholder Proxy Form and the Millicom Shareholder Notification Form |
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.
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). |
V. SHARE CAPITAL, QUORUM, AND MAJORITY
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 "Quorum") 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.
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RIGHT TO PROPOSE NEW ITEMS TO THE AGENDA
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.
Such request shall be sent to the registered office of Millicom by registered mail, at least five days prior to holding of the AGM and/or EGM, i.e. no later than May 16, 2025. These rights shall be exercised in writing and such request shall be sent to the registered office of Millicom, attention: Company Secretary, by registered mail, and by e-mail to information@millicom.com
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 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.
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/:
- this Convening Notice;
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the Millicom Shareholder Proxy Form and the Millicom Shareholder Notification Form – Nasdaq US;
- 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.
IX. NOTES TO THE AGENDA POINTS OF THE AGM AND THE EGM
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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 4-5: RESULTS ALLOCATION AND DIVIDEND DISTRIBUTION
On a parent-company basis, Millicom generated a profit of USD 75,978,184, for the fiscal year ended December 31, 2024 (the “2024 Results”). Millicom further has unappropriated net profits carried forward from previous financial years of in aggregate USD 2,300,470,064 (the “2023 Profits Carried Forward”).
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 “First Interim Dividend”) 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 “Total Interim Dividends”).
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 “Annual Dividend”), in accordance with articles 23 of the Company’s articles of association and applicable law, to be paid in four equal installments 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).
Sufficient reserves. 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.
Tax. 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.
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First Installment Dividend Payment
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Eligible shareholders. The first installment of dividend payment will be paid to shareholders who are registered in the U.S. with Broadridge (including DTCC) on July 8, 2025, at 23.59 CET (the "First Installment Dividend Record Date").
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Ex-Dividend Date. The ex-dividend date is on July 8, 2025. The last trading day on which shares acquired will be eligible to receive the first installment of dividend payment, will be July 7, 2025.
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Currency. The dividends will be paid in USD.
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Payment Date. The first installment of dividend payment is planned on or around July 15, 2025.
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Second Installment Dividend Payment
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Eligible shareholders. The second installment of dividend payment will be paid to shareholders who are registered in the U.S. with Broadridge (including DTCC), on October 8, 2025, at 23.59 CET (the "Second Installment Dividend Record Date").
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Ex-Dividend Date. The ex-dividend date is on October 8, 2025. The last trading day on which shares acquired will be eligible to receive the second installment of dividend payment, will be October 7, 2025.
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Currency. The dividends will be paid in USD.
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Payment Date. The second installment of dividend payment is planned on or around October 15, 2025.
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Third Installment Dividend Payment
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Eligible shareholders. The third installment of dividend payment will be paid to shareholders who are registered in the US with Broadridge (including DTCC), on January 8, 2026, at 23.59 CET (the "Third Installment Dividend Record Date").
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Ex-Dividend Date. The ex-dividend date is on January 8, 2026. The last trading day on which shares acquired will be eligible to receive the third installment of dividend payment, will be January 7, 2026.
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Currency. The dividends will be paid in USD.
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Payment Date. The second installment of dividend payment is planned on or around January 15, 2026.
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Fourth Installment Dividend Payment
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Eligible shareholders. The third installment of dividend payment will be paid to shareholders who are registered in the US with Broadridge (including DTCC), on April 8, 2026, at 23.59 CET (the "Fourth Installment Dividend Record Date").
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Ex-Dividend Date. The ex-dividend date is on April 8, 2026. The last trading day on which shares acquired will be eligible to receive the fourth installment of dividend payment, will be April 7, 2026.
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Currency. The dividends will be paid in USD.
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Payment Date. The second installment of dividend payment is planned on or around April 15, 2026.
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AGM – item 6: DISCHARGE OF DIRECTORS FOR THEIR PERFORMANCE
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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, 2024, for the performance of their mandates.
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AGM – items 7-16: ELECTION OF THE DIRECTORS
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.
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.
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.
Directors’ Remuneration
| Number of paid positions | Cash | Shares | Total cost |
Chair of the Board (1 individual)* | 1 | 250,000 |
| 250,000 |
Board members (7 members)* | 4 | 55,000 | 105,000 | 640,000 |
Audit and Compliance Committee chair (1 individual)** | 1 | 45,000 | - | 45,000 |
Audit and Compliance Committee members (2 members)** | 2 | 22,500 | - | 45,000 |
Compensation and Talent Committee chair (1 individual)** | 1 | 25,000 | - | 25,000 |
Compensation and Talent Committee members (2 members)** | 1 | 12,500 | - | 12,500 |
Total |
|
|
| 1,017,000 |
The Nomination Committee proposes the compensation for the period from the date of the AGM to the date of the 2026 AGM, as follows:
*Not payable to Directors affiliated to Atlas, except for Chair of the Board’s fees
**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 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.
AGM – item 19: SHARE REPURCHASE PLAN
It is proposed that the meeting resolves to approve a share repurchase plan on the following terms:
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To authorize the Board, at any time between May 21, 2025 and the date of the 2026 annual general meeting of shareholders, to repurchase Millicom's common shares, 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:
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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.
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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.
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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.
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Repurchase transactions under the Share Repurchase Plan may be made at acquisition prices per Share as follows:
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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.
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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 USD 1.5.--).
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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.
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Only fully paid-up Shares may be included in repurchase transactions made under the Share Repurchase Plan.