Expert Corporate Governance Service (ECGS)
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Millicom International Cellular - AGM 02 May 2019

Both Mr. Santo Domingo and Mr. Duffy stepped down from the Board in May 2018.

ECGS notes that the Company has significantly improved the independence rate and percentage of women on board. After the AGM, there will be 75% of independent members on board compared to 50% for the previous years, which respects ECGS’ guidelines of 50% minimum. Furthermore, there will be 3 women on board (37.5%), compared to 12.5% in 2018, which respects ECGS’ guidelines of 30% minimum.

ITEMS 8 to 14 and ITEM 16, the board seeks shareholder approval to re-elect all the Directors. Given the sufficient independence on board, ECGS recommends to APPROVE. Under ITEM 15, it is proposed to elect new nominee Mercedes Johnson, given her independence, ECGS recommends to APPROVE.

ITEM 21 seeks shareholder approval of the remuneration guidelines of the senior management. We consider the aggregate level of executive compensation to be fairly moderate and soundly disclosed for Swedish standards, that the Company claims to follow, although it is a Luxembourg-based company. Given the moderate levels paid and the breakdown between short-term and long-term remuneration, we recommend shareholders to APPROVE.

ITEM 22 seeks shareholder approval for an employee share based incentive plan. Even if some performance criteria are quite challenging , and relative performance metrics are used with an  emphasis  on  a  peer  group, the  maximum  variable  remuneration  (both  short-term  and  long-term  and  including awards for exceptional performance) exceeds 300% of the CEO's base salary. Hence, we recommend shareholders to OPPOSE.

Millicom International Cellular S.A.

Millicom International Cellular is a global telecommunications group with mobile telephony operations in emerging markets. Co also operates various combinations of fixed telephony, cable and broadband businesses in five countries in Central America. Co. operates its mobile businesses in El Salvador, Guatemala, Honduras, Bolivia, Colombia, Paraguay, Chad, the Democratic Republic of Congo, Ghana, Mauritius, Rwanda, Senegal, Tanzania and Laos. Co. also provides broadband and cable television services in Costa Rica, Honduras and El Salvador; fixed telephony in El Salvador and Honduras, and corporate data services in the above countries and in Guatemala and Nicaragua.


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