Convening Notice for AGM/EGM

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 (“2008 AGM”)
followed by 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, 27 May 2008 at 4.00 p.m. Central European
Time ("CET"), to consider and vote on the following resolutions:

AGM

1.	Election of Chairman of the 2008 AGM.

2.	To receive the Directors' Report (Rapport de Gestion) and the Report of the
external auditor on the consolidated and parent company (Millicom) accounts at
31 December 2007.

3.	To approve the consolidated accounts and the parent company (Millicom)
accounts for the year ended 31 December 2007.

4.	To allocate the results of the year ended 31 December 2007. On a parent
company basis, Millicom generated a profit of USD 662,283,453 for the year ended
31 December 2007. Of this amount, USD 261,658 is proposed to be allocated to the
legal reserve in accordance with the requirements of the Luxembourg Law on
commercial companies dated 10 August 1915, as amended (the "1915 Law") and USD
402,000,000 is proposed to be allocated against carried-forward losses.
Furthermore, an aggregate amount of approximately USD 260,000,000 corresponding
to a gross dividend amount of USD 2.40 per share is proposed to be distributed
as dividend.

5.	To discharge the board of directors of Millicom (the "Board of Directors",
each a "Director") for the year ended 31 December 2007.

6.	To set the number of Directors at 7 Directors and to (a) re-elect Ms. Donna
Cordner, Mr. Daniel Johannesson, Mr. Kent Atkinson, Mr. Michel Massart and Ms.
Maria Brunell Livfors as Directors, (b) elect Mr. Allen Sangines-Krause and Mr.
Marten Pieters as new Directors, in each case for a term ending on the day of
holding of the AGM to take place in 2009 (the "2009 AGM").

7.	To elect PricewaterhouseCoopers Sàrl, Luxembourg as the external auditor of
Millicom for a term ending on the day of holding of the 2009 AGM.

8.	To approve (i) the Directors' fee-based compensation for the period from the
2008 AGM to the 2009 AGM and share-based compensation for the period from the
2007 AGM to the 2008 AGM and the period from the 2008 AGM to the 2009 AGM, such
shares to be 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.

To approve further (ii) an amount of USD 60,000 as cash compensation as proposed
by the Nominations Committee in addition to the sum of cash compensation for the
period from the 2007 AGM to the AGM of USD 432,500 already approved by the AGM
of Millicom held on 29 May 2007 (the "2007 AGM") with such additional amount of
USD 60,000 to be split between the Directors who served until the 2008 AGM date
in accordance with a key proposal by the Nominations Committee.
9.	(a) To authorise the Board of Directors, at any time between 28 May 2008 and
the day of the 2009 AGM, 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 share repurchase plan of Millicom's shares (the "Share
Repurchase Plan") 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., approximating a maximum of 5,400,000
shares corresponding to USD 8,100,000 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 of the Board to (i) decide,
within the limits of the authorisation set out in (a) above, the timing and
conditions of any Millicom's Share Repurchase Plan according to market
conditions and (ii) give mandate on behalf of Millicom to one or more designated
broker-dealers to implement the Share Repurchase Plan.

(c) To authorise Millicom, at the discretion of the Board of Directors, to (a)
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, (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
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 1915 Law.

10.	Miscellaneous.

EGM

I.	To resolve the deletion of the sixth paragraph of Article 21 ("Procedure,
Vote") of the articles of association of Millicom (the "Articles") and its
replacement by the following sentences: "No quorum is required for a meeting of
the ordinary general meeting of the shareholders and resolutions are adopted at
such meeting by a simple majority of the votes cast. Unless otherwise required
under Luxembourg law, an extraordinary general meeting convened to amend any
provisions of the Articles or the withdrawal of the Company's shares from public
listing in a going-private transaction, shall not validly deliberate unless at
least one half of the share capital is represented and the agenda indicates the
proposed amendments to the Articles. If the first of these conditions is not
satisfied, a second meeting may be convened, in the manner prescribed by the
Articles or by the Law. The second meeting shall validly deliberate regardless
of the proportion of the capital represented. At both meetings, resolutions, in
order to be adopted, must be adopted by a two-thirds majority of the
shareholders present or represented. Copies or extract of the minutes of the
meetings of shareholders to be produced in court will be signed by the chairman
or by any two Directors".

II.	Miscellaneous.

NOTES REGARDING THE NOTICE

ELECTION OF CHAIRMAN OF THE MEETING (2008 AGM item 1)

The Nomination Committee proposes that the attorney at law (avocat à la Cour),
Christian Kremer, be elected Chairman of the 2008 AGM.

ALLOCATION OF THE RESULTS/DIVIDEND PAYMENT (AGM item 4)

At the 2008 AGM, the shareholders of Millicom will vote on the question of
whether to authorise the payment of a per share gross cash dividend of USD 2.40
to shareholders in the manner provided in Article 21 and Article 23 of the
Articles.

In accordance with Luxembourg income tax law, the payment of dividend to the
shareholders holding less than 10% of the share capital 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. 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 case the Luxembourg withholding
tax exemption regime conditions are fulfilled. 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.

Eligible Millicom shareholders will receive their dividends in USD (dollars of
the United States of America) whereas holders of Swedish Depository Receipts
will be paid exclusively in SEK (Swedish crowns) at an USD/SEK exchange rate to
be determined between 28 May and 3 June 2008.

Dividend will be paid to shareholders who are registered in the shareholders'
register kept by Millicom, VPC AB or American Stock Transfer & Trust Company
(AST) as of Monday, 2 June, 2008.

Payment of dividends is planned for 9 June, 2008. Holders of Swedish Depository
Receipts will be paid by electronic transfer to their VPC accounts whereas a
dividend check will be sent to all other eligible shareholders.

ELECTION OF THE DIRECTORS (2008 AGM item 6)

The Nominations Committee proposes that, until the 2009 AGM, Ms. Donna Cordner,
Mr. Daniel Johannesson, Mr. Michel Massart, Mr. Kent Atkinson and Ms. Maria
Brunell Livfors be re-elected as Directors of Millicom and Mr. Allen
Sangines-Krause and Mr. Marten Pieters be elected as new Directors of Millicom. 

Mr. Marten Pieters, born 1953, was CEO of MSI, which became Celtel
International, from 2003 until 2007, nearly two years after its acquisition in
early 2005 by MTC Kuwait. During this time, he was a driving force in Celtel's
development as one of the leading pan-African telecommunications operators,
serving some 20 million customers in 14 countries.

Previously, from 1989 to 2003, Mr. Pieters worked at KPN where, from 2000, he
was a member of the executive management board with specific responsibility for
KPN's Business Solutions Division. Prior to this he was EVP, KPN International
Operations, covering Central and Eastern Europe, Asia and the US. Before this he
was Commercial, and later Managing Director of a Telecoms district, having
joined KPN as Secretary to the Board of Management.

From 1978 to 1989, Mr. Pieters worked for Royal Smilde Foods, joining as Company
Secretary before being promoted to Director of Finance and Strategic Planning.
Subsequently, he had two CEO roles heading up Smilde subsidiaries in the
Netherlands.

Mr. Pieters has a Law degree from Groningen University, The Netherlands.

Mr. Pieters would qualify as an “independent” Director of Millicom as defined in
the NASDAQ Stock Market, Inc. Marketplace Rules.

Mr. Allen Sangines-Krause, born 1959, has significant investment banking and
senior leadership experience in both North and South America and Europe,
including Russia and other CIS countries.

Mr. Sangines-Krause was Managing Director at Goldman Sachs until 2007. 

Prior to joining Goldman Sachs, Mr. Sangines-Krause was with Casa de Bolsa
Inverlat, in Mexico, and before that he was a Founding Partner of Fidem, S.C.,
an investment banking boutique which was acquired by Casa de Bolsa Inverlat in
1991.

Mr. Sangines-Krause is Chairman of Rasaland, a real estate investment fund. He
also currently sits on the Board of Directors of Investment AB Kinnevik, a
leading Swedish investment company which operates and actively owns a portfolio
of businesses in over 60 countries over the last 70 years. Investment AB
Kinnevik is a significant shareholder of Millicom. Mr Sangines-Krause is a
member of the Council of the Graduate School of Arts and Sciences of Harvard
University. He has a Ph.D. in Economics from Harvard University and an
undergraduate degree in Economics from Instituto Tecnologico Autonomo de Mexico.


Mr. Sangines-Krause would qualify as an “independent” director of Millicom as
defined in the NASDAQ Stock Market, Inc. Marketplace Rules.

ELECTION OF THE AUDITOR (2008 AGM item 7)

The Board of Directors supported by the Audit Committee proposes that
PricewaterhouseCoopers Sàrl, Luxembourg, be re-elected as external auditor for a
term ending at the 2009 AGM.
DIRECTORS' FEES (2008 AGM item 8)

The Nominations Committee proposes to the meeting that the fee-based
compensation for the seven Directors expected to serve from the 2008 AGM date to
be a total of EUR 343.500 for the period from the 2008 AGM to the 2009 AGM and
with such total amount to be split between the Directors in accordance with a
key proposed by the Nominations Committee. 

The share-based compensation in relation to the period from the 2007 AGM to the
2008 AGM will take the form of fully paid-up shares of Millicom common stock to
be issued to the six Directors who served until the 2008 AGM date. The number of
shares issued to the Chairman will be USD 82,500 divided by the Millicom share
closing price on NASDAQ on the 2008 AGM date provided that shares shall not be
issued below the par value. The number of shares issued to each of the other
five Directors who served until the 2008 AGM date will be USD 50,000 divided by
the Millicom share closing price on NASDAQ on the 2008 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 share-based compensation will be pro-rated pro rata
temporis.

The share-based compensation in relation to the period from the 2008 AGM to the
2009 AGM will take the form of fully paid-up shares of Millicom common stock.
The number of shares issued to the Chairman will be USD 82,500 divided by the
Millicom share closing price on NASDAQ on the 2008 AGM date provided that shares
shall not be issued below the par value. The number of shares issued to each of
the six other Directors will be USD 50,000 divided by the Millicom share closing
price on NASDAQ on the 2008 AGM date provided that shares shall not be issued
below the par value.

SHARE REPURCHASE PLAN (2008 AGM item 9) 

The Board of Directors of Millicom proposes to the meeting to approve a Share
Repurchase Plan and to authorise the Board of Directors of Millicom, with the
option to delegate, to acquire and dispose of the 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 the
Millicom's share capital (in value or in number of the shares) or to meet
obligations arising from any of the following:
(a) debt financial instruments exchangeable into equity instruments;
(b) employee share option programmes 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) five percent (5%) of Millicom's issued and
outstanding share capital as of the date of the 2008 AGM (i.e., approximating a
maximum of 5,400,000 shares corresponding to USD 8,100,000 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.
The nominal value or, in the absence thereof, the accountable par 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 2008 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 the Company may repurchase
respectively its shares to be set at:
- Minimum repurchase price: USD 5
- 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 2008 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 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 and
recognized by the Swedish competent authority for the purposes of the
abovementioned Directive.


d) Duration

Such a Share Repurchase Plan will start no earlier than 28 May 2008, and end no
later than at the earliest of (i) the next AGM to take place in 2009, (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
2008 AGM.

The meeting further grants all powers to the Board of Directors with the option
of sub-delegation to implement the present authorisation, 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 authorisation. The Board of Directors
shall inform the shareholders of any transactions performed in accordance with
applicable regulations.

QUORUM AND MAJORITY

There is no quorum of presence requirement for the 2008 AGM. The 2008 AGM agenda
items are adopted by a simple majority of the shares present or represented. A
quorum of presence of 2/3 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. 

OTHER INFORMATION

Millicom's consolidated accounts and the annual accounts as at and for the year
ended 31 December 2007 are available on Millicom's website (www.millicom.com).
The Directors' Report, the Report of the external auditor, the list of bonds and
other Millicom securities making up the portfolio, and the statutory parent
company financial statements as at and for the year ended 31 December 2007 will
be available from 12 May 2008 at Millicom's registered office and copies
available upon request by e-mail to: information@millicom.com.

Participation in the 2008 AGM/EGM is reserved to shareholders who (i) are
registered in the shareholders' register kept by Millicom and/or VPC AB and/or
AST as of Thursday, 15 May 2008, and (ii) give notice of their intention to
attend the 2008 AGM/EGM by mail or return a duly completed power of attorney
form at the following address: Millicom International Cellular S.A., 15, rue
Léon Laval, L-3372 Leudelange, Luxembourg, attention: Mr. Lars Swenningson,
Corporate Secretary, telephone: + 352 27 759 126, fax: + 352 27 759 353, so that
it is received no later than Friday, 23 May 2008, 5:00 p.m. CET. Power of
attorney forms are available on Millicom's website (www.millicom.com) or upon
request at Millicom's registered office, at the above address and contact
numbers.

Holders of Swedish Depository Receipts wishing to attend the 2008 AGM/EGM or to
be represented at the AGM/EGM by power of attorney have to give notice to, and
request a power of attorney form from, Glitnir AB, P.O. Box 16027, SE-103 21
Stockholm, Sweden, telephone: + 46 8 463 85 00, and send it duly completed to
Glitnir AB at the address indicated above, so that it is received no later than
Friday 23 May 2008, 5:00 p.m. CET. 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 2008 AGM/EGM. Such registration must be completed no later than Thursday May
15, 2008. Power of attorney forms for the 2008 AGM/EGM are available on
Millicom's website (www.millicom.com) and on Glitnir's website (www.glitnir.se).

9 May 2008	
The Board of Directors



Millicom International Cellular S.A. is a global telecommunications group with
mobile telephony 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 291 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 or 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							
President and Chief Executive Officer
Millicom International Cellular S.A., Luxembourg
Telephone:  +352 27 759 327

Andrew Best 							
Investor Relations
Telephone:  +44 (0)20 7321 5010


Visit our web site at: www.millicom.com