Convening Notice for Annual General Meeting of Shareholders
Convening Notice for Annual 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”) of the shareholders of MILLICOM INTERNATIONAL CELLULAR S.A. (“Millicom” or the “Company”) is hereby convened to be held virtually (i.e., without a physical presence) on Tuesday, May 4, 2021 at 2:00pm Central European Time ("CET").
The Company continues to monitor developments regarding the coronavirus (COVID-19) and related instructions from the Luxembourg Ministry of Health and other competent authorities in and outside of Luxembourg. Due to these circumstances, Millicom is taking precautionary measures to limit the exposure for its employees, shareholders and stakeholders, and the Board of Directors (the “Board”) resolved to hold this year's AGM without a physical presence, in accordance with Luxembourg law. The shareholders are therefore hereby informed that it will not be possible to attend the AGM physically this year. Shareholders are in this context reminded that they may exercise their shareholders' rights at the AGM solely by voting by proxy as further specified below.
To vote by proxy, please follow the instructions in section IV: “Right to participate at the AGM”.
II. AGENDA
The AGM will consider and vote on the agenda points listed below. Please, refer to section IX: “Notes to the Agenda Points of the AGM” to find detailed information about these proposals.
- To elect the Chair of the AGM and to empower the Chair to appoint the other members of the bureau of the meeting. [Note]
- To receive the management reports of the Board and the reports of the external auditor on the annual accounts and the consolidated accounts for the year ended December 31, 2020.
- To approve the annual accounts and the consolidated accounts for the year ended December 31, 2020.
- To allocate the results of the year ended December 31, 2020 to unappropriated net profits to be carried forward. [Note]
- To discharge all the Directors of Millicom for the performance of their mandates during the year ended December 31, 2020. [Note]
- To set the number of Directors at nine (9). [Note]
- To re-elect Mr. José Antonio Ríos García as a Director for a term ending at the annual general meeting to be held in 2022 (the "2022 AGM"). [Note]
- To re-elect Ms. Pernille Erenbjerg as a Director for a term ending at the 2022 AGM. [Note]
- To re-elect Mr. Odilon Almeida as a Director for a term ending at the 2022 AGM. [Note]
- To re-elect Mr. Mauricio Ramos as a Director for a term ending at the 2022 AGM. [Note]
- To re-elect Mr. James Thompson as a Director for a term ending at the 2022 AGM. [Note]
- To re-elect Ms. Mercedes Johnson as a Director for a term ending at the 2022 AGM. [Note]
- To elect Ms. Sonia Dulá as a Director for a term ending at the 2022 AGM. [Note]
- To elect Mr. Lars-Johan Jarnheimer as a Director for a term ending at the 2022 AGM. [Note]
- To elect Mr. Bruce Churchill as a Director for a term ending at the 2022 AGM. [Note]
- To re-elect Mr. José Antonio Ríos García as Chairman of the Board for a term ending at the 2022 AGM. [Note]
- To approve the Directors’ remuneration for the period from the AGM to the 2022 AGM. [Note]
- To re-elect Ernst & Young S.A., Luxembourg as the external auditor for a term ending on the date of 2022 AGM and to approve the external auditor remuneration to be paid against approved account. [Note]
- To approve an instruction to the Nomination Committee. [Note]
- To approve the Share Repurchase Plan. [Note]
- To vote on the 2020 Remuneration Report. [Note]
- To approve the Senior Management Remuneration Policy. [Note]
- To approve the share-based incentive plans for Millicom employees. [Note]
III. KEY DATES
| April 12, 2021 | Deadline to propose additional items to the agenda |
| April 16 – April 20, 2021 | Conversion stoppage |
| April 20, 2021 | Voting Record Date |
| April 28, 2021 | Deadline to submit proxies |
| May 4, 2021 | AGM |
IV. RIGHT TO PARTICIPATE AT THE AGM
The following persons who comply with the procedure below, and hold shares or SDRs on April 20, 2021 at 24.00 CET (the "Voting Record Date") are eligible to vote at the AGM1:
(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 the American Stock Transfer & Trust Company (“AST”), 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.
Conversion stoppage. Conversions from SDRs into shares, and vice versa, will not be permitted from April 16, 2021 (included) up to April 20, 2021 (included). Millicom SDR holders 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 https://www.millicom.com/media/3583/info-on-conversion-between-registered-millicom-shares-and-sdrs.pdf), should take into consideration the dates and times noted above.
Instructions for voting by Millicom Shareholders are shown below. Instructions for voting by Millicom SDR Holders are shown on the next page.
1. Millicom Shareholders (US)
| Eligible shareholders |
| Voting is reserved to Millicom Shareholders duly registered with AST and/or held by DTCC, on the Voting Record Date (as defined above) at 24.00 CET and who vote in accordance with these procedures. 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 holders who wish to 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 vote and deadline |
| 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 April 28, 2021. |
| Channels to submit the Shareholder Proxy Form |
| 1. Online: The Company has sent by post the invitation letter and the Millicom Shareholder Proxy Form needed to vote at the AGM. The Millicom Shareholder Proxy Form includes a control number. Votes can be cast 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 can be submitted by post. The original completed, dated and signed Millicom Shareholder Proxy Form should be mailed to the address provided in the form. Shareholders that choose to send the Millicom Shareholder Proxy Form by post should also send a scanned copy to: information@millicom.com Millicom Shareholder Proxy Forms and all supporting documents can be downloaded from Millicom’s website: https://www.millicom.com/our-company/governance/shareholder-meetings/ |
2. Millicom SDR Holders (Sweden)
| Eligible SDR Holders |
| Voting is reserved to Millicom SDR Holders duly registered with Euroclear Sweden AB as of the Voting Record Date (as defined above) at 24.00 CET and who vote in accordance with these procedures. Re-registration. In order to exercise their rights at the AGM, 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 AB. 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 AB at 24.00 CET on the Voting Record Date. Note that the re-registration process can take up to 10 working days, and SDR Holders who have not re-registered will not be eligible to vote at the AGM. As such, we strongly recommend commencing the re-registration process as soon as possible. |
| Ways to vote and deadline |
| By proxy: registered Millicom SDR Holders may submit the power of attorney form (“SDR Holder Proxy Form”) containing their voting instructions, such that it is received no later than on April 28, 2021. |
| Channels to submit the SDR Holder Proxy Form |
| 1. Online: The Company has sent by post the invitation letter to vote at the AGM. The invitation letter includes a pin code. Votes can be cast using the pin code online at https://anmalan.vpc.se/Millicom/frmEntre.aspx. If you are a Millicom SDR Holder eligible to vote at the AGM but have not received the invitation letter, and you would like to submit your vote online, please contact Euroclear at: millicom@euroclear.com or by phone: +468-401 43 11 between 9:00 and 16:00 CET. 2. By post: The SDR Holder Proxy Form can be submitted by post. The original completed, dated and signed SDR Holder Proxy Form shall be mailed to the address provided in the form. Millicom SDR Holders that choose to send the SDR Holder Proxy Form by post should also send a scanned copy to: millicom@euroclear.com SDR Holder Proxy Forms and all supporting documents can be downloaded from Millicom’s website: https://www.millicom.com/our-company/governance/shareholder-meetings/ |
V. SHARE CAPITAL, QUORUM, AND MAJORITY
Millicom has 101,739,217 outstanding shares, each with nominal value of USD 1.50, and each share is entitled to one vote. On March 10, 2021, Millicom held 281,426 shares in treasury. The number of shares held in treasury by Millicom will be updated as at 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.
VI. RIGHT TO PROPOSE NEW ITEMS TO THE AGENDA
One or several shareholders representing, individually or collectively, at least
These rights shall be exercised in writing and submitted to Millicom by mail at Millicom’s Registered Address, attention: Company Secretary, or by e-mail to information@millicom.com, no later than April 12, 2021, and the revised agenda will be published by Millicom, no later than April 19, 2021. Shareholder(s) requesting to add an item to the agenda must provide
- a reason or motivation for such petition,
- a draft of the resolution to be presented at the AGM, and
- a postal or 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
Shareholders have the right to ask questions about items on the agenda of the AGM ahead of the meeting. The Company will on a best-efforts basis provide responses to the questions on the Company’s website. Questions must be received by the Company by April 28, 2021. 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 DOCUMEN
