CONVENING NOTICE FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS

Stockholm, 25 April 2014 –
société anonyme

Registered office address:

2, Rue du Fort Bourbon

L-1249 Luxembourg, 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 Millicom office at 2 rue du Fort
Bourbon, L-1249, Grand-Duchy of Luxembourg, on Tuesday, May 27, 2014 at 10:00
Central European Time ("CET"), to consider and vote on the following
resolutions:

AGM

1.         To elect the Chairman of the AGM and to empower the Chairman to
appoint the other members of the Bureau.
2.         To receive the Board of Directors’ Reports (Rapport de Gestion) and
the Reports of the external auditor on (i) the annual accounts of Millicom for
the financial year ended December 31, 2013 and (ii) the consolidated accounts
for the financial year ended December 31, 2013.
3.         To approve the consolidated accounts and the annual accounts for the
year ended December 31, 2013.
4.         To allocate the results of the year ended December 31, 2013. On a
parent company basis, Millicom generated a profit of USD 405,883,131. Of this
amount, an aggregate of approximately USD 264 million corresponding to a gross
dividend amount of USD 2.64 per share is proposed to be distributed as a
dividend and the balance is proposed to be carried forward as retained earnings.
5.         To discharge all the current Directors of Millicom for the
performance of their mandate during the financial year ended December 31, 2013.
6.         To set the number of Directors at nine (9).
7.         To re-elect Ms. Mia Brunell Livfors as a Director for a term ending
on the day of the next AGM to take place in 2015 (the "2015 AGM").
8.         To re-elect Mr. Paul Donovan as a Director for a term ending on the
day of the 2015 AGM.
9.         To re-elect Mr. Alejandro Santo Domingo as Director for a term ending
on the day of the 2015 AGM.
10.       To re-elect Mr. Lorenzo Grabau as Director for a term ending on the
day of the 2015 AGM.
11.       To re-elect Mr. Ariel Eckstein as Director for a term ending on the
day of the 2015 AGM.
12.       To elect Ms. Cristina Stenbeck as a new Director for a term ending on
the day of the 2015 AGM.
13.       To elect Dame Amelia Fawcett as a new Director for a term ending on
the day of the 2015 AGM.
14.       To elect Mr. Dominique Lafont as a new Director for a term ending on
the day of the 2015 AGM.
15.       To elect Mr. Tomas Eliasson as a new Director for a term ending on the
day of the 2015 AGM.
16.       To elect Ms. Cristina Stenbeck as Chairman of the Board of Directors
for a term ending on the day of the 2015 AGM.
17.       To approve the Directors’ fee-based compensation, amounting to SEK
4,599,000 for the period from the AGM to the 2015 AGM and share-based
compensation, amounting to SEK 3,750,000 for the period from the AGM to the 2015
AGM, such shares to be provided from the Company’s treasury shares alternatively
issued within Millicom’s authorised share capital exclusively in exchange for
the allocation from the premium reserve i.e. for nil consideration from the
relevant Directors.
18.       To re-elect Ernst & Young S.à r.l., Luxembourg as the external auditor
of Millicom for a term ending on the day of the 2015 AGM.
19.       To approve the external auditor's compensation.
20.       To approve a procedure on the appointment of the Nomination Committee
and determination of the assignment of the Nomination Committee.
21.       Share Repurchase Plan

(a)       To authorise the Board of Directors, at any time between May 27, 2014
and the day of the 2015 AGM, provided the required levels of distributable
reserves are met by Millicom at that time, either directly or through a
subsidiary or a third party, to engage in a share repurchase plan of Millicom's
shares to be carried out for all purposes allowed or which would become
authorised by the laws and regulations in force, and in particular the 1915 Law
and in accordance with the objectives, conditions, and restrictions as provided
by the European Commission Regulation No. 2273/2003 of 22 December 2003 (the
"Share Repurchase Plan") by using its available cash reserves in an amount not
exceeding the lower of (i) ten percent (10%) of Millicom's outstanding share
capital as of the date of the AGM (i.e., approximating a maximum of 10,173,921
shares corresponding to USD 15,260,881 in nominal value) or (ii) the then
available amount of Millicom’s distributable reserves on a parent company basis,
in the open market on OTC US, NASDAQ OMX Stockholm or any other recognised
alternative trading platform, at an acquisition price which may not be less than
SEK 50 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, provided, however,
that when shares are repurchased on the NASDAQ OMX Stockholm, the price 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.

(b)      To approve the Board of Directors’ proposal to give joint authority to
Millicom’s Chief Executive Officer and the Chairman of the Board of Directors to
(i) decide, within the limits of the authorization set out in (a) above, the
timing and conditions of any Millicom Share Repurchase Plan according to market
conditions and (ii) give mandate on behalf of Millicom to one or more designated
broker-dealers to implement a Share Repurchase Plan.

(c)       To authorise Millicom, at the discretion of the Board of Directors, in
the event the Share Repurchase Plan is done through a subsidiary or a third
party, to purchase the bought back Millicom shares from such subsidiary or third
party.

(d)      To authorise Millicom, at the discretion of the Board of Directors, to
pay for the bought back Millicom shares using either distributable reserves or
funds from its share premium account.

(e)       To authorise Millicom, at the discretion of the Board of Directors, to
(i) transfer all or part of the purchased Millicom shares to employees of the
Millicom Group in connection with any existing or future Millicom long-term
incentive plan, and/or (ii) 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 1915 Law.

(f)       To further grant all powers to the Board of Directors with the option
of sub-delegation to implement the above authorization, conclude all agreements,
carry out all formalities and make all declarations with regard to all
authorities and, generally, do all that is necessary for the execution of any
decisions made in connection with this authorization.

22.       To approve the guidelines for remuneration of senior management.

EGM

1.         To elect the Chairman of the EGM and to empower the Chairman to
appoint the other members of the Bureau.
2.         To renew the authorization granted to the Board of Directors in
Article 5 of Millicom's Articles of Association to issue new shares up to a
share capital of USD 199,999,800 divided into 133,333,200 shares with a par
value of USD 1.50 per share for a period of five years from the date of
publication of the notarial deed documenting the authorization.
3.         In relation to the renewal of the authorized share capital, to
receive the special report of the Board of Directors of Millicom issued in
accordance with Article 32-3 (5) of the law of 10 August 1915, as amended, inter
alia on the reasons why the Board of Directors shall be authorized (under the
limits set out hereafter) to remove or limit the preferential subscription right
of the shareholders when issuing new shares under the authorized capital and to
approve the granting to the Board of Directors of the power (limited as set out
hereafter) to remove or limit the preferential subscription right of the
shareholders when doing so. The power of the Board of Directors to remove or
limit the preferential subscription right of the shareholders when issuing new
shares under the authorized capital shall be capped to a maximum of new shares
representing 20% of the then outstanding shares (including shares held in
treasury by the Company itself).
4.         To change the date at which the Company's annual general meeting
shall be held to 15 May each year and to amend article 19 of the Company's
Articles accordingly.

NOTES REGARDING THE NOTICE

CHAIRMAN OF THE MEETING (AGM – item 1)

Millicom's Nomination Committee, proposes Mr. Jean-Michel Schmit, attorney at
law (avocat à la Cour), with professional address in Luxembourg, the duty to
preside over the AGM.

In case of absence of Mr. Jean-Michel Schmit, the Chairman of the Board of
Directors of Millicom or in the absence of the Chairman of the Board of
Directors, any member of the Board of Directors shall be empowered to appoint
the person to preside over the AGM amongst the persons present at the meeting.

The Chairman of the AGM shall be empowered to appoint the other members of the
Bureau, i.e. the Secretary and the Scrutineer, amongst the persons present at
the meeting.

PARTICIPATION AND PAYMENT INFORMATION FOR PROPOSED DIVIDEND (AGM – item 4)

On a parent company basis, Millicom generated a profit of USD 405,883,131 for
the year ended December 31, 2013. Of this amount the Board of Directors of
Millicom proposes that the meeting approve the distribution of a dividend of USD
2.64 per share to Millicom shareholders, in the manner provided in Article 21
and Article 23 of Millicom’s Articles.

The financial statements of Millicom as of December 31, 2013 drawn up by
Millicom’s Board of Directors (the “2013 Financial Statements”) show that
Millicom has sufficient funds available, in accordance with applicable law, to
distribute the considered USD 2.64 dividend per share which represents an
aggregate dividend of approximately USD 264 million. The Board of Directors
confirms that the considered dividend can be paid out of the carried forward
profits available at the date of the AGM.

In accordance with Luxembourg income tax law, the payment of 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 (e.g. for
shareholdings representing at least 10% of the share capital for an
uninterrupted period of at least 12 months). 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 U.S. Federal Income Tax Considerations for U.S. holders of Millicom shares
and SDRs can be found on Millicom’s website (www.millicom.com) under “Corporate
Governance/AGM 2014”.

Eligible Millicom shareholders will receive their dividends in USD (United
States Dollars) whereas holders of Swedish Depository Receipts (SDRs) will be
paid exclusively in SEK (Swedish crowns). Millicom shall arrange for a
conversion of the dividend from USD to SEK. Such conversion shall be effected at
a market rate of exchange, no earlier than eight (8) and no later than three (3)
banking days before the payment date, or the day when the funds are made
available to Euroclear Sweden AB. The applicable rate of exchange shall be the
rate of exchange obtained through the combination of all foreign exchange
conversions.

The Dividend will be paid to shareholders/SDR holders who are registered in the
shareholders registry kept by Millicom, Euroclear Sweden AB (Euroclear) or
American Stock Transfer & Trust Company (AST) as of May 30, 2014 (AST/US) and
June 2, 2014 (Euroclear/Sweden, Luxembourg)  (the "Dividend Record Dates").

The ex-dividend date is estimated to be May 28, 2014.

Payment of dividends is planned for around June 5, 2014. Holders of Swedish
Depository Receipts will be paid by electronic transfer to bank accounts linked
to their securities accounts whereas a dividend check will be sent to all other
eligible shareholders.

ELECTION OF THE DIRECTORS (AGM – items 6-15)

The Nomination Committee proposes that the Board shall consist of nine (9)
directors.

Millicom’s Nomination Committee proposes that, until the 2015 AGM, Ms. Mia
Brunell Livfors, Mr. Paul Donovan, Mr. Alejandro Santo Domingo, Mr. Lorenzo
Grabau and Mr. Ariel Eckstein be re-elected as Directors of Millicom and that
Ms. Cristina Stenbeck, Dame Amelia Fawcett, Mr. Dominique Lafont and Mr. Tomas
Eliasson be elected as new Directors of Millicom.

Mr. Allen Sangines-Krause, Mr. Omari Issa and Mr. Kim Ignatius have declined re
-election as Directors of Millicom.

The Nomination Committee's motivated statement regarding the Board composition
includes additional information about the proposed Directors and is available on
Millicom's website at www.millicom.com

ELECTION OF THE CHAIRMAN OF THE BOARD OF DIRECTORS (AGM – item 16)

Millicom’s Nomination Committee, supported by the Board of Directors, proposes
that Ms.Cristina Stenbeck , be elected as Chairman of the Board of Directors for
a term ending at the 2015 AGM.

DIRECTORS’ FEES (AGM – item 17)

Millicom’s Nomination Committee proposes a total of SEK 4,599,000 as fee-based
compensation for the nine (9) Directors expected to serve from the AGM to the
2015 AGM.

The Nomination Committee proposes the following split of the fee-based
compensation:

-     that the annual fee to ordinary Board Members not employed by Millicom
shall be SEK 375,000 per Member and that the annual fee to the Chairman shall be
SEK 750,000. (Fees to ordinary Board Members and to the Chairman are unchanged
if combined with the proposed share-based compensation.)

-     that the annual remuneration for work on Board Committees be paid to
members appointed by the Board and shall be SEK 330,000 (Unchanged) to the
Chairman of the Audit Committee, SEK 165,000 (Unchanged) to each of the other
members of the Audit Committee, SEK 75,000 (Unchanged) to the Chairman of the
Compensation Committee and SEK 38,000 (Unchanged) to each of the other members
of the Compensation Committee

The Nomination Committee also proposes a total of SEK 3,750,000 as share-based
compensation for the period from the AGM to the 2015 AGM in the form of fully
paid-up shares of Millicom common stock. Such shares will be provided from the
Company’s treasury shares or alternatively issued within Millicom’s authorised
share capital exclusively in exchange for the allocation from the premium
reserve i.e. for nil consideration from the relevant Directors. The number of
shares to be provided or issued to the Chairman of the Board of Directors to be
SEK 750,000 divided by the Millicom share closing price on NASDAQ OMX Stockholm
on the 2014 AGM date provided that shares shall not be issued below the par
value. The number of shares to be provided or issued to each of the eight (8)
other Directors to be SEK 375,000 divided by the Millicom share closing price on
NASDAQ OMX Stockholm on the 2014 AGM date provided that shares shall not be
issued below the par value.

In respect of Directors who did not serve an entire term, the fee- and the share
-based compensation will be pro-rated pro rata temporis.

ELECTION OF THE AUDITOR (AGM – item 18)

Millicom’s Nomination Committee, supported by the Board of Directors, proposes
that Ernst & Young, Luxembourg, be re-elected as external auditor for a term
ending at the 2015 AGM.

The proposal from the Nomination Committee is based on a periodic evaluation of
external audit firms last conducted in 2012 with annual follow-up reviews. Based
on a request from the Audit Committee, a Request for Proposal was sent to two
final candidates after an initial evaluation of six potential candidates. The
responses from the two final candidates were compared using the quality of the
overall proposal and the ability to execute to a high standard as the main
selection criteria. Some of the parameters evaluated included: knowledge of
Millicom, audit team strength, audit methodology, engagement style, support for
accounting issues, geographical coverage and co-ordination, and independence.

FEES PAYABLE TO THE AUDITOR (AGM – item 19)

The Nomination Committee proposes that the auditor fees be paid against approved
account.

PROCEDURE ON APPOINTMENT OF THE NOMINATION COMMITTEE AND DETERMINATION OF THE
ASSIGNMENT OF THE COMMITTEE (AGM – item 20)

The Nomination Committee proposes that the work of preparing proposals to the
2015 Annual General Meeting regarding the Board and auditor, in the case that an
auditor should be elected, and their remuneration, Chairman of the Annual
General Meeting and the procedure for the Nomination Committee shall be
performed by a Nomination Committee.

The Nomination Committee will be formed during October 2014 in consultation with
the largest shareholders of Millicom as per September 30, 2014. The Nomination
Committee will consist of at least three members appointed by the largest
shareholders of Millicom, (that have wished to appoint a member). Cristina
Stenbeck will be a member of the Committee and will also act as its convenor.
The members of the Committee will appoint the Committee Chairman at their first
meeting.

The Nomination Committee is appointed for a term of office commencing at the
time of the announcement of the interim report for the period January –
September 2014 and ending when a new Nomination Committee is formed. If a member
resigns during the Committee term, the Nomination Committee can choose to
appoint a new member. The shareholder that appointed the resigning member shall
be asked to appoint a new member, provided that the shareholder still is one of
the largest shareholders in Millicom. If that shareholder declines participation
on the Nomination Committee, the Committee can choose to ask the next largest
qualified shareholder to participate. If a large qualified shareholder reduces
its ownership, the Committee can choose to appoint the next largest shareholder
to join. In all cases, the Nomination Committee reserves the right to reduce its
membership as long as the number of members remains at least three.

The Nomination Committee shall have the right to upon request receive personnel
resources such as secretarial services from Millicom, and to charge Millicom
with costs for recruitment of consultants and related travel if deemed
necessary.

SHARE REPURCHASE PLAN (AGM – item 21)

The Board of Directors of Millicom proposes that the meeting approve a Share
Repurchase Plan and authorises the Board of Directors of Millicom, with the
option to delegate, to acquire and dispose of Millicom's shares under the
abovementioned Share Repurchase Plan as further detailed below.

a)         Objectives:

The Share Repurchase Plan will be carried out for all purposes allowed or which
would become authorised by the laws and regulations in force, and in particular
the 1915 Law and in accordance with the objectives, conditions, and restrictions
as provided by the European Commission Regulation No. 2273/2003 of 22 December
2003.

The purpose of the Share Repurchase Plan will be in particular to reduce
Millicom's share capital (in value or in the number of shares) or to meet
obligations arising from any of the following:

(a)        debt financial instruments exchangeable into equity instruments;

(b)        employee share option programs or other allocations of shares to
employees of the issuer or of an associate company;

(c)        consideration for merger and acquisition purposes.

The transactions over the shares under the Share Repurchase Plan may be carried
out by any means, on or off the market or by the use of derivative financial
instruments, listed on a regulated stock exchange or transacted by mutual
agreement subject to all applicable laws and stock exchange regulations.

b)         Maximum proportion of the share capital that may be repurchased

-    The maximum aggregate number of shares authorised to be purchased is an
amount not exceeding the lower of (i) ten percent (10%) of Millicom's
outstanding share capital as of the date of the AGM (i.e., approximating a
maximum of 10,173,921 shares corresponding to USD 15,260,881 in nominal value)
or (ii) the then available amount of Millicom’s distributable reserves on a
parent company basis in the open market on OTC US, NASDAQ OMX Stockholm or any
other recognised alternative trading platform. The nominal value or, in the
absence thereof, the accountable par value of the acquired shares, including
shares previously acquired by Millicom and held by it (including the stakes held
by other group companies referred to in Article 49bis of the 1915 Law), and
shares acquired by a person acting in his own name but on Millicom's behalf, may
not exceed ten percent (10%) of the issued share capital, it being specified
that (i) such limit applies to a number of shares that shall be, as necessary,
adjusted in order to take into account transactions affecting the share capital
following the AGM as further detailed under c) below, (ii) that the acquisitions
carried out by Millicom may in no event cause it to hold, directly or
indirectly, more than ten percent (10%) of the share capital, (iii) the
aggregate amount that Millicom may assign to the buyback of its own shares shall
be set in accordance with the provisions of the 1915 Law.

-    The acquisitions may not have the effect of reducing Millicom's net assets
below the amount of the subscribed share capital plus those reserves, which may
not be distributed under law or Millicom's Articles.

-    Only fully paid-up shares may be included in the transactions.

c)         Price and volume considerations

The minimum and maximum purchase prices at which Millicom may repurchase its
shares to be set at:

-    Minimum repurchase price: SEK 50

-    Maximum repurchase price not to 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.

The AGM grants all powers to the Board of Directors to proceed with unit price
adjustments and the maximum number of securities to be acquired in proportion to
the variation in the number of shares or their nominal value resulting from
possible financial operations by Millicom such as but not limited to capital
increase by incorporation of reserves and free allocation of shares or in case
of splitting or regrouping of shares et sq.

Any transaction undertaken by Millicom under the Share Repurchase Plan as to
price and volume will be undertaken in accordance with all legal and stock
exchange requirements, including those of the European Commission Regulation No.
2273/2003 of 22 December 2003 or any accepted market practices as defined under
the Directive 2003/6/EC dated 28 January 2003 on insider dealing and market
manipulation. The aforementioned includes that, when shares are repurchased on
the NASDAQ OMX Stockholm, the price 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.

d)         Duration

Such a Share Repurchase Plan will start no earlier than May 27, 2014, and end no
later than at the earliest of (i) the 2015 AGM, (ii) the moment on which the
aggregate value of shares repurchased by Millicom since the start of this Share
Repurchase Plan reaches the limits indicated under (b) above; (iii) the moment
on which Millicom' shareholding (including the stakes held by other group
companies referred to in Article 49bis of the 1915 Law and shares acquired by a
person acting in his own name but on Millicom's behalf) reaches 10 per cent of
the subscribed share capital in accordance with Article 49-2 (1) of the 1915 Law
or (iv) within eighteen months as of the date of the AGM.

GUIDELINES FOR REMUNERATION TO SENIOR MANAGEMENT (AGM – item 22)

 The Board of Directors proposes that the meeting resolves on the following
guidelines for remuneration and other employment terms for the senior management
for the period up to the 2015 AGM.

Compensation guidelines

The objective of the guidelines is to ensure that Millicom can attract, motivate
and retain executives, within the context of Millicom’s international talent
pool, which consists of Telecom, Media & FMCG companies. The compensation shall
be based on conditions that are market competitive in Europe/US and at the same
time aligned with shareholders’ interests. Compensation of the Executives shall
consist of a fixed and variable salary, as well as the possibility of
participation in the equity based long-term incentive programs and pension
schemes. These components shall create a well-balanced compensation reflecting
individual performance and responsibility, both short-term and long-term, as
well as Millicom’s overall performance.

Base salary

The Executives’ base salary shall be competitive and based on the individual
Executive’s responsibilities and performance.

Variable remuneration

The Executives may receive variable remuneration in addition to base salary. The
maximum target variable remuneration in any Executive’s contract is 100% of the
base salary and in case of exceptional performance the actual amount can reach
200%. The variable amounts or percentages are considered to be competitive
within market standards at total compensation levels. The variable remuneration
shall be based on the performance of the Executives in relation to established
goals and targets along with Millicom’s financial performance.

Long-term Incentive Plans (LTIPs)

The aim of the LTIPs is to complement and support Millicom’s long-term business
view and strategy. The plans and the amounts need to be competitive in order to
attract and retain key executives.

 Other benefits

Other benefits can include, for example, a car allowance, medical coverage and
in some cases, housing allowance, school fees, home leave and other travel
expenses.

Pension

The Executives are entitled to participate in a global pension plan, covering
also death and disability insurance, in accordance with European standards.  The
global pension plan is secured through premiums paid to insurance companies.

Notice of termination and severance pay

If the employment of Millicom’s senior executives is terminated, a notice period
of up to 12 months potentially applies, and the CEO is entitled to receive a
termination payment equivalent to 24 months’ basic salary if he complies with
certain conditions

Deviations from the guidelines

In special circumstances, the Board of Directors may deviate from the above
guidelines, for example additional variable remuneration in the case of
exceptional performance. In such a case the Board of Directors will explain the
reason for the deviation at the following Annual General Meeting.

CHAIRMAN OF THE EGM (EGM – item 1)

Millicom's Nomination Committee, proposes Mr. Jean-Michel Schmit, attorney at
law (avocat à la Cour), with professional address in Luxembourg, to preside over
the EGM.

In case of absence of Jean-Michel Schmit, the Chairman of the Board of Directors
of Millicom or in the absence of the Chairman of the Board of Directors, any
member of the Board of Directors shall be empowered to appoint the person to
preside over the EGM amongst the persons present at the meeting.

The Chairman of the EGM shall be empowered to appoint the other members of the
Bureau; i.e.the Secretary and the Scrutineer, amongst the persons present at the
meeting.

RENEWAL OF AUTHORISED CAPITAL (EGM – items 2 and 3)

The term of the existing authorized capital of the Company has expired and the
existing authorized capital shall thus be renewed.

The Board of Directors is asking the general meeting of shareholders to
authorize it (under the limits set out hereafter) to remove or limit the
preferential subscription right of the shareholders when issuing new shares
under the authorized capital.

The power of the Board of Directors to remove or limit the preferential
subscription right of the shareholders when issuing new shares under the
authorized capital shall be capped to a maximum of new shares representing 20%
of the then outstanding shares (including shares held in treasury by the Company
itself).

The Board of Directors prepared a report to the general meeting of shareholders
in accordance with article 32-3 (5) of the Luxembourg law of 10 August 1915 on
commercial companies, as amended, to inform the general meeting of shareholders
of the reasons that motivate such removal or limitation of the preferential
subscription rights as well as of the considered the issue price of the new
shares to be issued under the authorized capital.

CHANGE OF THE DATE OF THE AGM (EGM – item 4)

It is proposed that the date at which the AGM shall be held each year is changed
to 15 May. So far, the AGM was held on the last Tuesday of May each year. The
time of the AGM shall remain unchanged, i.e. 10 am CET. Article 19 of the
articles of the Company shall be amended to reflect the new date of the AGM.

The amended article 19 of the Company's Articles shall read as follows: "The
annual general meeting will be held in the Grand Duchy of Luxembourg, at the
registered office of the Company or at such other place as may be specified in
the notice convening the meeting on 15 May each year at 10 am. If such day is a
public holiday in Luxembourg, a Saturday or Sunday, the meeting will be held on
the next following business day in Luxembourg."

QUORUM AND MAJORITY

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. Millicom
holds certain own shares in treasury. Voting rights attached to shares held in
treasury are suspended by law.

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 will convene a second EGM at which no quorum
will be required. Each share is entitled to one vote.

OTHER INFORMATION

Millicom has 101,739,217 outstanding shares with a nominal value of USD 1.50
including 1,756,508 shares currently held in treasury by Millicom. Each shares
has one vote attached, except that voting rights attached to shares held in
treasury are suspended by law

1.         Right to propose new items to the agenda and to file draft
resolutions

One or several shareholders or holders of Swedish Depository Receipts ("SDRs")
representing, individually or collectively, at least 5 % of the share capital of
Millicom may require that some additional items be put on the agenda of the AGM
and/or the EGM and propose draft resolutions with regard to items included or to
be included in the agenda of the AGM and/or the EGM.

These rights shall be exercised in writing and shall be submitted to Millicom by
mail at the following address: Millicom International Cellular S.A., 2 rue du
Fort Bourbon, L-1249, Luxembourg, attention: Corporate Secretary, by telephone:
+ 352 27 759 477, by fax: + 352 27 759 996 or by e-mail at the following
address: information@millicom.com, no later than May 5, 2014 and the revised
agenda will be published by Millicom, at the latest on May 13, 2014.

The shareholders or holders of SDRs who send a request to Millicom to add an
item to the agenda must send together with their request a justification thereof
or a draft of the resolution to be adopted at the AGM and/or the EGM. They must
indicate the mail or e-mail address to which the acknowledgment of receipt of
their request may be sent to by Millicom within forty-eight (48) hours upon
receipt of their request.

2.         Right to have access to the documents and information related to the
AGM and the EGM

The following documents and information related to the AGM or the EGM are
available to the shareholders and holders of SDRs at the above mentioned address
of Millicom and on Millicom's website, (www.millicom.com):

-    this convening notice;

-    the Notification Form to attend the AGM and the EGM in person;

-    the Power of Attorney Form for direct shareholders and holders of SDRs;

-    the draft resolutions of the AGM and of the EGM;

-    Millicom’s consolidated accounts and the parent company (Millicom) annual
accounts as at and for the year ended December 31, 2013, the Directors’ Report
and the Report of the external auditor, the list of board members and auditor(s)
and  the list of sovereign debt, shares, bonds and other company securities
making up the portfolio of Millicom;

-    U.S. general Federal Income Tax Considerations for U.S. holders of Millicom
shares and SDRs;

-    the Nomination Committee's motivated statement explaining its proposals
regarding the Board of Directors and information on the proposed directors of
Millicom;

-    the evaluation of the programmes for variable remuneration to the executive
management and the current remuneration structure and levels of remuneration in
Millicom.

-    the special report of the Board of Directors of Millicom issued in
accordance with Article 32-3 (5) of the law of 10 August 1915, as amended.

The shareholders and holders of SDRs may also receive a copy of the above
mentioned documents by sending a request by mail atMillicom International
Cellular S.A., 2 rue du Fort Bourbon, L-1249, Luxembourg, attention: Corporate
Secretary, or by e-mail at the following address: information@millicom.com.

3.         Right to participate at the AGM and the EGM in person or represented
by power of attorney

3.1. Direct Shareholders

Participation at the AGM and the EGM is reserved to shareholders who are duly
registered as holder of shares in the share register of Millicom, and/ or AST
on  May 13, 2014 (the "Record Date") at 23:59 (CET) and who file their intention
to attend the AGM and the EGM by mail to the above mentioned address or e-mail
address of Millicom (with the original promptly following by mail), either by
using the Notification of Attendance Form (to be duly completed, dated and
signed) in case the shareholder wishes to attend the AGM and the EGM in person,
or by using the Power of Attorney Form (to be duly completed, dated and signed)
in case the shareholder wishes to be represented at the AGM and the EGM.

The Notification of Attendance Form and the Power of Attorney may be downloaded
from Millicom's website, www.millicom.com, or may be requested from Millicom
free of charge at the mail and e-mail addresses indicated above.

The Notification of Attendance Form or the Power of Attorney shall be received
by Millicom no later than on May 13, 2014 at 16:00 (CET).

3.2. Holders of SDRs

Participation at the AGM and the EGM is reserved to holders of SDRs who are duly
registered as holder of SDRs in the records maintained by Euroclear Sweden AB as
of the Record Date (as defined above) at 23:59 (CET) and who notify their
intention to attend the AGM and the EGM to Skandinaviska Enskilda Banken AB
(publ) ("SEB") by mail at the following address: SEB, Issuer Agent Department, R
B6, 106 40 Stockholm, Sweden, by email to issuedepartment4@seb.se or by fax to
+46 8 763 6250, either by using the Notification of Attendance Form (to be duly
completed, dated and signed) in case the holder of SDRs wishes to attend the AGM
in person, or by using the Power of Attorney Form (to be duly completed, dated
and signed) in case the holder of SDRs wishes to be represented at the AGM and
the EGM.

The Notification of Attendance Form and the Power of Attorney may be downloaded
from Millicom's website, www.millicom.com, or may be requested from SEB or
Millicom free of charge at the mail and e-mail addresses indicated above.

The Notification of Attendance Form or the Power of Attorney shall be received
by SEB no later than on May 13, 2014 at 16:00 (CET) with the original Power of
Attorney to promptly follow by post.

Holders of SDRs having registered their SDRs in the name of a nominee must
temporarily re-register the SDRs in their own name in the records maintained by
Euroclear Sweden AB in order to exercise their shareholders' rights at the AGM
and the EGM. SDR holders wishing to re-register must inform their nominee well
in advance of the Record Date so that they appear on the records maintained by
Euroclear Sweden AB at 23:59 (CET) on the Record Date. Please note that SDRs
holders who have not re-registered their SDRs with Euroclear Sweden AB by 23:59
(CET)  on the Record Date will not be eligible to participate in the AGM and the
EGM.

Only the persons who are shareholders or holders of SDRs on the Record Date and
who comply with the above procedure may participate and vote at the AGM and the
EGM.

Notwithstanding the above, the Bureau of the AGM and of the EGM shall have the
discretionary power exceptionally to accept the attendance and voting of a
shareholder or a holder of SDRs at the AGM and the EGM, even if the relevant
Form of the Notification of Attendance or of the Power of Attorney has been
received after the above mentioned deadlines.

Conversions from shares into SDRs and vice versa will not be permitted from May
27, 2014 up to and including June 2, 2014.

April 25,
2014
                The Board of Directors
For more information please visit: www.millicom.com or contact:

Investor Relations:
Nicolas Didio, Director, Head of Investor Relations
+44 7795 385217 / investors@millicom.com

Press and Media:
Julian Eccles, VP, Corporate Communications
+44 7720 409374 / press@millicom.com
About Millicom

Millicom is a leading international telecommunications and media company
dedicated to emerging markets in Latin America and Africa. Millicom sets the
pace when it comes to providing digital lifestyle services to the world’s
emerging markets, giving access to the world, primarily through mobile devices.
Operating in 15 countries, Millicom offers innovative and customer-centric
products. Millicom employs more than 10,000 people and provides mobile, cable,
broadband, TV content, online and financial services to over 50 million
customers. Founded in 1990, Millicom is headquartered in Luxembourg and listed
on NASDAQ OMX Stockholm under the symbol MIC. In 2013 Millicom generated revenue
of $5.16 billion and EBITDA of $1.9 billion.