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Expert Corporate Governance Service (ECGS)
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Millicom International Cellular – AGM 25 June 2020

Mrs. Janet Davidson has decided not to seek re-election and Millicom¶s Nomination
Committee proposes the election of Millicom¶s CEO, Mr. Mauricio Ramos, as a new
Executive Director of the Board.
In light of the severe impact that COVID-19 is having on the global economy and in many
Millicom¶s markets, the Board has decided to suspend all share repurchases for the
foreseeable future and not to recommend the payment of a dividend in 2020.
Item 16 The total directors' fees represent 143% of the median of the total fees in
Luxembourg, which is excessive. Hence, we recommend to OPPOSE.
Even though purchases are temporarily suspended because of Covid-19 emergency,
Item 19 seeks shareholder approval for share buyback. We have concerns about the
ceiling of the authorisation: 15 % of the capital exceeds our limit of 10% of issued share
capital.
Item 21 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.

Underlying
Millicom International Cellular SA Swedish Depository Receipt

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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Proxinvest
Proxinvest

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