CONVENING NOTICE FOR AGM/EGM

CONVENING NOTICE FOR AGM/EGM

MILLICOM INTERNATIONAL CELLULAR S.A.

FOR IMMEDIATE RELEASE
May 10th 2007

CONVENING NOTICE FOR AGM/EGM
MILLICOM INTERNATIONAL CELLULAR S.A.
société anonyme

Registered office address:
15, rue Léon Laval
L-3372 Leudelange, Grand-Duchy of Luxembourg
- R.C.S. Luxembourg: B 40.630 -

N O T I C E IS HEREBY GIVEN that the annual general meeting (“AGM”) and an
extraordinary general meeting (“EGM”) of the shareholders of MILLICOM
INTERNATIONAL CELLULAR S.A. (“Millicom”) is convened to be held at the Château
de Septfontaines, 330, rue de Rollingergrund, Luxembourg-City, Grand-Duchy of
Luxembourg, on Tuesday May 29, 2007 at 4.00 p.m. Central European time, to
consider and vote on the following resolutions:

AGM
1 To receive the Directors' Report (Rapport de Gestion) and the Report of the
Independent Auditors on the consolidated and parent company accounts at December
31, 2006.

2 To approve the consolidated accounts and the parent company accounts for the
year ended December 31, 2006.

3 To allocate the results of the year ended December 31, 2006. On a parent
company basis Millicom generated a profit of USD 82,996,146 in the year ended
December 31, 2006, of which USD 1,526,045 is proposed to be allocated to the
legal reserve in accordance with the requirements of Luxembourg company law, and
the remainder is proposed to be allocated against carried-forward losses.

4 To discharge the Board of Directors for the year ended December 31, 2006.

5 To (a) elect Ms. Mia Brunell and Mr. Kent Atkinson as new directors, (b)
re-elect Ms. Donna Cordner, Mr. Daniel Johannesson, Mr. Tope Lawani, Mr. Michel
Massart and Ms. Cristina Stenbeck as Directors, in each case for a term ending
on the day of the AGM to take place in 2008, and (c) acknowledge that Mr. Vigo
Carlund, Mr. Ernest Cravatte and Mr. Lars-Johan Jarnheimer have decided not to
stand for re-election. 

6 To elect the external auditors of Millicom for a term ending at the 2008 AGM.
The Board of Directors proposes that PricewaterhouseCoopers Sàrl, Luxembourg, be
re-elected as external auditor for a term ending at the AGM to be held in 2008.

7 To approve the Directors' fee-based compensation in relation to fiscal year
2007 and share-based compensation in relation to fiscal year 2006. The
Nominations Committee proposes to the Meeting that the fee-based compensation
for the seven directors expected to serve from the 2007 AGM date to be a total
of USD 432,500 for fiscal year 2007. The share-based compensation in relation to
fiscal year 2006 will take the form of fully paid-up shares of Millicom common
stock to be issued to the eight directors who served until the 2007 AGM date.
The number of shares issued to the Chairman will be USD 92,500 divided by the
Millicom share closing price on NASDAQ on the 2007 AGM date. The number of
shares issued to each of the other seven directors who will serve until the 2007
AGM date will be USD 50,000 divided by the Millicom share closing price on
NASDAQ on the 2007 AGM date.

8 To approve an allocation from Millicom's share premium account to share
capital for the nominal value of up to (a) 336,311 fully paid-up shares of
Millicom common stock in relation to fiscal year 2006 and 4,017 shares of common
stock in relation to year 2005 for issuance to employees of the companies within
the Millicom group (the “Millicom Group”), and (b) an amount of shares of fully
paid-up Millicom common stock for issuance to Millicom's directors in relation
to fiscal year 2006 determined as set out in Agenda Item 7 above. These shares
will be issued within Millicom's authorized share capital in exchange for nil
consideration from the relevant employees or directors.
9 (a) To authorise Millicom, at any time between June 1, 2007 and the day of the
AGM to be held in 2008, provided the required levels of distributable reserves
are met by Millicom at that time, to either directly or through a subsidiary or
a third party engage in a buy-back of Millicom shares using its available cash
reserves in an amount not exceeding the lower of (i) five percent (5%) of
Millicom's issued and outstanding share capital as of the date of this AGM
(i.e., a maximum of 5,042,937 shares corresponding to USD 7,564,406 in nominal
value) or (ii) the then available amount of Millicom's distributable reserves on
a parent company basis, in the open market on NASDAQ and OMX Nordic Exchange
Stockholm AB, at an acquisition price which may not be less than USD 5 per share
nor exceed the higher of (x) the published bid that is the highest current
independent published bid on a given date or (y) the last independent
transaction price quoted or reported in the consolidated system on the same
date, regardless of the market or exchange involved. 

(b) To approve the Board of Directors' decision to give joint authority to
Millicom's Chief Executive Officer and the Chairman to (i) decide, within the
limits of the authorization set out in (a) above, the timing and conditions of
any Millicom share buy-back according to market conditions and (ii) give mandate
on behalf of Millicom to one or more designated broker-dealers to implement the
share buy-back. 
(c) To authorise Millicom, at the discretion of the Board of Directors, to (a)
in the event the buy-back is done through a subsidiary or a third party, to
purchase the bought back Millicom shares from such subsidiary or third party,
(b) transfer all or part of the purchased Millicom shares and reduce its
shareholders' equity using either distributable reserves or funds from its share
premium account, (c) re-issue all or part of the purchased Millicom shares to
the directors of Millicom or to employees of the Millicom Group in connection
with any existing or future Millicom long-term incentive plan, and/or (d) use
the purchased shares as consideration for merger and acquisition purposes,
including joint ventures and the buy-out of minority interests in Millicom's
subsidiaries, as the case may be, in accordance with the limits set out in
Articles 49-2, 49-3, 49-4, 49-5 and 49-6 of the Luxembourg Company Law of 1915,
as amended.  

10 Miscellaneous.

EGM

AUTHORIZED CAPITAL

1 To renew the authorisation granted to the Board of Directors to issue shares
up to a share capital of USD 199,999,800 divided into 133,333,200 shares at a
par value of USD 1.50 per share for a period of five years starting on and
including May 29, 2007 and ending on the day of the AGM to be held in 2012. 

AMENDMENT OF ARTICLES OF ASSOCIATION:

Several changes to Millicom's articles (statuts) are required to update the
articles in accordance with new requirements applicable to Millicom, including
the NASDAQ Stock Market's stated aim for 2008 to have companies listed on it
move to an electronic format for holding shares rather than paper-based share
certificates.

2 To approve the amendment of Article 1 (“Purpose”) of Millicom's articles of
association (statuts) so that a second paragraph is inserted, as follows: “The
Company may, in connection with the foregoing purposes, (i) acquire or sell by
way of subscription, purchase, exchange or in any other manner any equity or
debt securities or other financial instruments representing ownership rights,
claims or assets issued by, or offered or sold to, any public or private issuer,
(ii) issue any debt instruments exercise any rights attached to the foregoing
securities or financial instruments, and (iii) grant any direct or indirect
financial or other type of assistance, in any form, to or for the benefit of
subsidiaries, affiliates or other companies in which it holds a participation
directly or indirectly, including but not limited to loans, guarantees, credit
facilities, technical assistance.   
3 To approve the amendment of Article 2 (“Registered Office”) of Millicom's
articles of association (statuts) so that the word “Bertrange” in Article 2 is
changed to “Leudelange”. 

4 To approve the amendment of Article 6 (“Shares”) of Millicom's articles of
association (statuts) so that (a) the following sentence will be inserted after
the first sentence: “The Company's shares may be held in electronic format in
accordance with the requirements of the stock exchanges on which the Company's
stock may be listed from time to time or may be represented by physical share
certificates.” and (b) paragraphs 12-15 of this Article are deleted and replaced
with the following sentence: “The Company may repurchase its shares of common
stock using a method approved by the board of directors of the Company in
accordance with Luxembourg law and the rules of the stock exchange(s) on which
the Company's common stock may be listed from time to time.”

5 To approve the deletion of the fifth sentence of Article 8 (“Meetings of the
Board of Directors”) and its replacement by the following two sentences: “The
Chairman shall preside at all meetings of the board of directors of the Company,
except that in his absence the board of directors may elect by a simple majority
of the directors present another director or a duly qualified third party as
chairman of the relevant meeting. The Chairman may preside at all meetings of
the shareholders of the Company and shall also be authorised to delegate the
duty of presiding any such meeting to another member of the board of directors
of the Company, any senior executive officer of the Company, or any duly
qualified third party.” 
6 To approve (a) the deletion of the second sentence of paragraph 1 and (b) the
amendment of the first sentence of Article 13 (“Conflicts of Interest”) of
Millicom's articles of association (statuts). The first sentence will be deleted
and replaced by the following sentence: “No contract or other transaction
between the Company and any other person shall be affected or invalidated by the
fact that any director, officer or employee of the Company has a personal
interest in, or is a director, officer or employee of such other person, except
that (x) such contract or transaction shall be negotiated on an arms' length
basis on terms no less favorable to the Company than could have been obtained
from an unrelated third party and, in the case of a director, the director shall
abstain from voting on any matters that pertain to such contract or transaction
at any meeting of the board of directors of the Company, and (y) any such
personal interest shall be fully disclosed to the Company by the relevant
director, officer or employee.”   The last paragraph of Article 13 will become
the new Article 14 (see Item 7 below).

7 To approve (a) the insertion of a new Article 14 titled “Indemnification” into
Millicom's articles of association (statuts), comprised of the last paragraph of
the current Article 13,  (b) the insertion of the following second sentence into
the new Article 14: “The indemnification by the Company shall include the right
of the Company to pay or reimburse a defendant's reasonable legal costs before
any proceeding or investigation against the defendant shall have resulted in a
final judgment, settlement or conclusion, provided the Company's directors shall
have determined in good faith that the defendant's actions did not constitute
wilful and deliberate violations of the law and shall have obtained the relevant
legal advice to that effect.” ; and (c) the consequent re-numbering of Articles
14 to 15, 15 to 16, 16 to 17, 17 to 18, 18 to 19, 19 to 20, 20 to 21, 21 to 22,
22 to 23, 23 to 24 and 24 to 25.

8 To approve the deletion of the second sentence of new Article 20, formerly
Article 19, titled “Other General Meetings” and its replacement by the following
sentence: “Such meetings must be convened by the board of directors of the
Company if shareholders representing at least ten percent (10%) of the Company's
issued share capital so require.”   

9 To approve the deletion of paragraphs 6 and 7 of new Article 21, formerly
Article 20 (“Procedure, Vote”) of Millicom's articles of association (statuts)
and their replacement by the following text: “No quorum is required for a
meeting of the ordinary general meeting of shareholders and resolutions are
adopted at such a meeting by a simple majority of the votes cast. A quorum of
presence of two-thirds (2/3) of the issued share capital of the Company is
required to approve the following actions, which are adopted at a majority of no
less than two-thirds (2/3) of the votes cast, except for the types of decisions
for which a higher majority is required by Luxembourg company law: (i) an
amendment of the Company's articles of association; (ii) the liquidation or
dissolution of the Company; (iii) the merger of the Company with another entity;
(iv) the withdrawal of the Company's shares from public listing in a
going-private transaction. Copies or extracts of the minutes of the meetings of
shareholders to be produced in court will be signed by the chairman or by any
two directors.”

10 Miscellaneous.

ELECTION OF THE DIRECTORS (Item 5)

The Nominations Committee proposes that, until the AGM to be held in 2008, Mr.
Atkinson and Ms. Brunell be elected as new directors of Millicom, and Ms.
Cordner, Mr. Johannesson, Mr. Massart, Mr. Lawani and Ms. Stenbeck be re-elected
as directors of Millicom. Mr. Carlund, Mr. Cravatte and Mr. Jarnheimer have
decided not to stand for re-election.

Ms. Brunell, born 1965, has been the CEO of Investment AB Kinnevik (“Kinnevik”),
a Swedish public company that manages a portfolio of long-term investments in a
number of public companies such as Millicom, since August 1, 2006. Ms. Brunell
joined Kinnevik in 1992 and was appointed CFO of Kinnevik associated company
Modern Times Group MTG AB in 2001. As CFO, Ms. Brunell plays a central role in
MTG and is a member of most of its operational boards. Ms. Brunell is a member
of the boards of directors of Invik & Co. AB, Metro International S.A., Tele2
AB, Transcom WorldWide S.A. and CTC Media, Inc., a Russian associated company of
MTG. Ms. Brunell is proposed to join the board of directors of Modern Times
Group MTG AB in mid-2007. Ms. Brunell would qualify as a “non-independent”
director of Millicom as defined in the NASDAQ Stock Market, Inc. Marketplace
Rules.

Mr. Atkinson, born 1945, is a senior international executive with substantial
experience in Europe, Latin America and the Middle East.  He joined the Bank of
London and South America (later acquired by Lloyds Bank) in 1964 and held a
number of senior managerial positions in the U.K., Latin America and the Middle
East.  He returned to the U.K. in 1989 as Executive Director for Lloyds TSB
South East Region before joining the main board as Group Finance Director in
1994, a position he held for eight years until his retirement as an executive in
2002. He remained on the Lloyds TSB board of directors for a further year as a
Non-Executive Director. Mr. Atkinson is Chairman of Link Plus Corporation and a
Non-Executive Director of Coca-Cola HBC S.A., telent plc (previously Marconi
plc), Standard Life plc and Gemalto N.V. Mr. Atkinson would qualify as an
“independent” director of Millicom as defined in the NASDAQ Stock Market, Inc.
Marketplace Rules.

LONG-TERM INCENTIVE PLAN

In connection with the May 30, 2006 AGM, Millicom's shareholders were informed
that the Board of Directors had decided to end Millicom's stock option program
for Millicom Group employees and the Board of Directors and replace it with
grants of fully paid-up shares of Millicom common stock.  In the absence of
stock options, the Board of Directors proposed a grant of fully paid-up Millicom
shares to selected Millicom Group employees and directors which was approved by
the May 30, 2006 AGM.  Also in 2006, the Board of Directors developed a
long-term incentive plan (“LTIP”) in relation to the 2006 to 2008 period under
which awards will vest between 2007 and 2009 based on certain performance
criteria. In 2007, the Board of Directors expanded the principles of the
2006-2008 LTIP and devised an LTIP 2007 covering a 10-year period starting in
fiscal year 2007, under which a maximum award limit for the lifetime of the 2007
LTIP of 5 million shares of fully paid-up Millicom common Stock was established.
The LTIP 2007 is an umbrella plan that provides for a number of sub-plans to be
developed during the lifetime of the LTIP 2007 to align the eligible employees'
long-term remuneration with the financials aims and objectives of Millicom. The
LTIP 2007 provides will apply to the following categories of Millicom Group
employees:  senior level employees, key high potential employees and certain
critical new recruits. The shares granted under the LTIP 2007 will vest at the
end of a three-year period, or performance cycle, depending upon the meeting by
Millicom of pre-defined targets appropriate to each segment of the LTIP 2007. 
The LTIP 2007 is designed so that the shares vest at the end of the three-year
performance period. However, for the performance cycle from 2006 through 2008
only, the shares granted to eligible Millicom Group employees will vest 20% on
December 31, 2006, 20% on December 31, 2007 and 60% on December 31, 2008.

OTHER INFORMATION.

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. A quorum of
presence of half of the issued and outstanding share capital is required for
purposes of the agenda items relating to the EGM.  The EGM agenda items are
adopted by a majority of 2/3 of the shares present or represented.  In the event
the quorum is not reached at the first meeting, the EGM will be reconvened. At
the reconvened meeting, no quorum is required and decisions are adopted at 2/3
of the present or represented shares. However, to the extent the amendment of
Article 3 constitutes a change in the purpose of Millicom, a quorum of presence
of 2/3 is required to adopt the change, which is adopted at a majority of ¾ of
the shares present or represented. If this quorum is not met at the first
meeting of the EGM, the EGM is reconvened at which the change will be adopted
without any quorum requirement with the same majority of ¾ of the shares present
or represented.
Millicom's consolidated financial statements as at and for the year ended
December 31, 2006 are available on Millicom's website (www.millicom.com). The
Directors' Report (Rapport de Gestion) and the statutory parent company
financial statements as at and for the year ended December 31, 2006 will be
available from May 15, 2007 upon request by e-mail to: information@millicom.com.
Participation in the AGM is reserved to shareholders who give notice of their
intention to attend the AGM/EGM by mail or return a duly completed proxy form at
the following address: Millicom International Cellular S.A., 15, rue Léon Laval,
L-3372 Leudelange, Luxembourg, attention: Ms. Carole Wintersdorff, telephone: +
352 27 759 356, fax: + 352 27 759 353, so that it is received no later than
Friday May 25, 2007, 5:00 p.m. Central European time. Proxy forms are available
upon request at Millicom's registered office, at the above address and contact
numbers.
Holders of Swedish Depository Receipts wishing to attend the meeting or to be
represented at the AGM/EGM by proxy have to request a power of attorney from
Glitnir AB (formerly Fischer Partners Fondkommission AB), P.O. Box 16027,
SE-103-21 Stockholm, Sweden, telephone: + 46 8 463 85 00, and send it duly
completed to Millicom's address indicated above, so that it is received no later
than Friday May 25, 2007, 5:00 p.m. Central European time. Holders of Swedish
Depository Receipts having registered their Swedish Depository Receipts in the
name of a nominee must temporarily register the Swedish Depository Receipts in
their own name in the records maintained by VPC AB in order to exercise their
shareholders' rights at the AGM/EGM. Such registration must be completed no
later than Tuesday May 22, 2007.

May 4, 2007                                                              The
Board of Directors


Millicom International Cellular S.A. is a global telecommunications group with
mobile operations in Asia, Latin America and Africa.  It currently has mobile
operations and licenses in 16 countries.  The Group's mobile operations have a
combined population under license of approximately 280 million people.

This press release may contain certain “forward-looking statements” with respect
to Millicom's expectations and plans, strategy, management's objectives, future
performance, costs, revenues, earnings and other trend information.  It is
important to note that Millicom's actual results in the future could differ
materially from those anticipated in forward-looking statements depending on
various important factors.  Please refer to the documents that Millicom has
filed with the U.S. Securities and Exchange Commission under the U.S. Securities
Exchange Act of 1934, as amended, including Millicom's most recent annual report
on Form 20-F, for a discussion of certain of these factors.

All forward-looking statements in this press release are based on information
available to Millicom on the date hereof.  All written or oral forward-looking
statements attributable to Millicom International Cellular S.A., any Millicom
International Cellular S.A. employees and representatives acting on Millicom's
behalf are expressly qualified in their entirety by the factors referred to
above. Millicom does not intend to update these forward-looking statements.

CONTACTS

Marc Beuls							               Telephone:  +352 27 759 327
President and Chief Executive Officer
Millicom International Cellular S.A., Luxembourg

David Sach							                    Telephone:  +352 27 759 327
Chief Financial Officer
Millicom International Cellular S.A., Luxembourg

Andrew Best 							                Telephone:  +44 7798 576 378
Investor Relations


Visit our web site at: www.millicom.com