CONVENING NOTICE FOR EGM

CONVENING NOTICE FOR 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 -

NOTICE
NOTICE IS HEREBY GIVEN that, at the request of the Board of Directors of
MILLICOM INTERNATIONAL CELLULAR S.A. (“Millicom”) and according to the
applicable law, an extraordinary general meeting (“EGM”) of the shareholders of
Millicom is convened to be held at Millicom offices at 15, rue Léon Laval, 3372
Leudelange, Grand-Duchy of Luxembourg, on Monday, February 16, 2009 at 11.00
a.m. Central European Time ("CET"), to consider and vote on the following
agenda:

AGENDA
1.	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.

2.	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 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 to remove or limit the preferential subscription right of
the shareholders when doing so.

3.	In relation to the renewal of the authorized share capital, to amend the
first clause of the fourth paragraph of Article 5 - Corporate Capital - of
Millicom's Articles of Association by replacing it by the following text : "-
realize any increase of the corporate capital within the limits of the
authorized capital in one or several successive tranches, by issuing of new
shares, against payment in cash or in kind, by conversion of claims, integration
of distributable reserves or premium reserves, or in any other manner; and".

4.	In relation to the renewal of the authorized share capital, to amend the
fifth paragraph of Article 5 - Corporate Capital - of Millicom's Articles of
Association by replacing it by the following text : "This authorization is valid
for a period of 5 (five) years from the date of publication of the notarial deed
documenting the renewal of the authorized capital in the Luxembourg Official
Gazette - Mémorial C - and it may be renewed by a general meeting of
shareholders for those shares of the authorized corporate capital which up to
then have not been issued by the board of directors."

5. 	To the extent necessary, approve and ratify all issuances of new shares
resolved upon by the Board of Directors in the past on the basis of the
authorization granted to it under Article 5 mentioned in the preceding agenda
point.

6.	To the extent necessary, approve and ratify all amendments to Millicom's
Articles of Association resolved upon by the general meeting of shareholders on
29 May 2007 and documented in a notarial deed of 3 July 2007.

7.  To amend the date of the annual general meeting which shall be held on the
last Tuesday of May of each year, at 10.00 a.m., effective from the AGM 2010 and
hence to amend Article 19 - Annual General Meeting - of Millicom's Articles of
Association accordingly.

8.	To amend Millicom's object and hence to amend Article 3 - Purposes - of
Millicom's Articles of Association by replacing it by the following text: "The
Company's purpose is to engage in all transactions pertaining directly or
indirectly to the acquisition and holding of participating interests, in any
form whatsoever, in any Luxembourg or foreign business enterprise, including but
not limited to, the administration, management, control and development of any
such enterprise.
	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 type of direct or
indirect 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 or
technical assistance.
In a general fashion the Company may carry out any commercial, industrial or
financial operation and engage in such other activities as the Company deems
necessary, advisable, convenient, incidental to, or not inconsistent with, the
accomplishment and development of the foregoing."

9.	To amend Millicom's Articles of Association further as follows:

9.1 	To amend the sixth paragraph of Article 6 - Shares - of Millicom's Articles
of Association by deleting the reference to "Article 7"; the sixth paragraph of
Article 6 shall thus read as follows: "The shares shall be freely transferable."


9.2 	To further amend Article 6 - Shares - of Millicom's Articles of Association
by adding the following paragraph at the end of the Article : "As required by
the Luxembourg law on transparency obligations of 11 January 2008 (the"Transparency Law"), any person who acquires or disposes of shares in the
Company's capital must notify the Company's board of directors of the proportion
of shares held by the relevant person as a result of the acquisition or
disposal, where that proportion reaches, exceeds or falls below the thresholds
referred to in the Transparency Law. As per the Transparency Law, the above also
applies to the mere entitlement to acquire or to dispose of, or to exercise,
voting rights in any of the cases referred to in the Transparency Law. As per
this Article, the requirements of the Transparency Law also apply where the
mentioned proportion reaches, exceeds or falls below a threshold of 3%. The
penalties provided for in article 28 of the Transparency Law apply to any breach
of the above mentioned obligation, including with respect to the 3% threshold."

9.3 	To amend Article 7 - Board of Directors - of Millicom's Articles of
Association by inserting the following sentence after the current second
paragraph: "Where a legal person is appointed as a director (the "Legal
Entity"), the Legal Entity must designate a natural person as permanent
representative (représentant permanent) who will represent the Legal Entity as
Sole Director or as member of the Board in accordance with article 51bis of the
Luxembourg law of August 10th 1915 on commercial companies, as amended".

9.4 	To amend the first paragraph of Article 8 - Meetings of the Board of
Directors - of Millicom's Articles of Association by replacing it by the
following text: "The board of directors shall appoint a chairman (the"Chairman") among its members and may choose a secretary, who need not be a
director, and who shall be responsible for keeping the minutes of the meetings
of the board of directors and of the resolutions passed at the general meetings
of shareholders".

9.5 	To amend the fifth paragraph of Article 8 - Meetings of the Board of
Directors - of Millicom's Articles of Association by replacing it by the
following text: "No such written notice is required if all the members of the
board of directors are present or represented during the meeting and if they
state to have been duly informed, and to have had full knowledge of the agenda
of the meeting. The written notice may be waived by the consent in writing,
whether in original, by telefax, or e-mail to which an electronic signature
(which is valid under Luxembourg law) is affixed, of each member of the board of
directors. Separate written notice shall not be required for meetings that are
held at times and places determined in a schedule previously adopted by
resolution of the board of directors".

9.6 	To amend the seventh paragraph of Article 8 - Meetings of the Board of
Directors - of Millicom's Articles of Association by replacing it by the
following text: "Any member of the board of directors may act at any meeting of
the board of directors by appointing in writing, whether in original, by
telefax, or e-mail to which an electronic signature (which is valid under
Luxembourg law) is affixed, another director as his or her proxy".

9.7 	To amend the tenth paragraph of Article 8 - Meetings of the Board of
Directors - of Millicom's Articles of Association by replacing it by the
following text: "Notwithstanding the foregoing, a resolution of the board of
directors may also be passed in writing, in case of urgency or where other
exceptional circumstances so require. Such resolution shall consist of one or
several documents containing the resolutions and signed, manually or
electronically by means of an electronic signature which is valid under
Luxembourg law, by each director. The date of such resolution shall be the date
of the last signature".

9.8 	To amend the eleventh paragraph of Article 8 - Meetings of the Board of
Directors - of Millicom's Articles of Association by replacing it by the
following text : "Any director may participate in a meeting of the board of
directors by conference call, video conference or similar means of
communications equipment whereby (i) the directors attending the meeting can be
identified, (ii) all persons participating in the meeting can hear and speak to
each other, (iii) the transmission of the meeting is performed on an on-going
basis and (iv) the directors can properly deliberate, and participating in a
meeting by such means shall constitute presence in person at such meeting. A
meeting of the board of directors held by such means of communication will be
deemed to be held in Luxembourg".

9.9	To amend Article 11 - Delegation of Powers - of Millicom's Articles of
Association by deleting the current last paragraph thereof.

9.10 To amend the third paragraph of Article 21 - Procedure, Vote - of
Millicom's Articles of Association by replacing it by the following text: "A
shareholder may act at any General Meeting by appointing another person who need
not be a shareholder as its proxy in writing whether in original, by telefax, or
e-mail to which an electronic signature (which is valid under Luxembourg law) is
affixed".

9.11 To amend Article 21 - Procedure, Vote - of Millicom's Articles of
Association by inserting the following paragraph after the current third
paragraph : "The shareholders may vote in writing (by way of voting bulletins)
on resolutions submitted to the shareholders' meeting provided that the written
voting bulletins include (i) the name, first name, address and the signature of
the relevant shareholder, (ii) the indication of the shares for which the
shareholder will exercise such right, (iii) the agenda as set forth in the
convening notice and (iv) the voting instructions (approval, refusal,
abstention) for each point of the agenda. In order to be taken into account, the
original voting bulletins must be received by the Company within the time period
set by the Company's board of directors, or, absent any time period set by the
board of directors, at least 72 (seventy-two) hours before the relevant
shareholders' meeting".

9.12	To amend the sixth paragraph of Article 21 - Procedure, Vote - of
Millicom's Articles of Association by replacing the fifth sentence of said
paragraph by the following text: "At both meetings, resolutions, in order to be
adopted, must be adopted by a two-third majority of the votes cast."

9.13 To amend Article 21 - Procedure, Vote - of Millicom's Articles of
Association by deleting the current last two paragraphs thereof.


QUORUM AND MAJORITY

Millicom has issued 108,046,548 outstanding shares with one vote attached to
each such share.

According to Millicom's Articles of Association and the applicable law, at a
first meeting, a quorum of presence of 50% of the issued and outstanding share
capital is required for purposes of the above mentioned EGM agenda items. Should
this quorum not be met at a first meeting, a second meeting may be convened with
exactly the same agenda items. Such second meeting shall validly deliberate
regardless of the proportion of the capital represented. At both meetings, the
mentioned EGM agenda items are adopted, if a double majority of (i) 2/3 of the
votes cast and (ii) 2/3 of the shareholders present or represented is met. 


OTHER INFORMATION
Participation in the EGM is reserved to shareholders who (i) are registered in
the shareholders registry kept by Millicom and/or VPC and/or AST as of January
30, 2009, and (ii) give notice of their intention to attend the EGM by mail or
return a duly completed power of attorney form so that it is received at
Millicom's registered office no later than 10.00 a.m. CET on February 13, 2009. 
Forms are available on Millicom's website (www.millicom.com) or upon request at
Millicom's registered office at the following address and contact numbers:
Millicom International Cellular S.A., 15, rue Léon Laval, L-3372 Leudelange,
Luxembourg, attention: Cândida Gillespie, Legal Assistant, telephone: + 352 27
759 702, fax: + 352 27 759 353).  The shares of any holder who wishes to attend
the EGM will not be transferable between January 30, 2009 and the date of the
EGM.

Shareholders holding their shares through a third party such as a broker or bank
and wishing to attend the EGM or to be represented at the EGM by power of
attorney may have to contact such third party in order to exercise their
shareholders' rights at the EGM.  

Holders of Swedish Depository Receipts wishing to attend the EGM or to be
represented at the EGM by power of attorney have to give notice to, and request
a power of attorney form from HQ Direct AB, P.O. Box 16027, SE-103 21 Stockholm,
Sweden, telephone: + 46 8 463 85 00, or download it on HQ Direct AB's website
(www.hqdirect.se) or on Millicom's website (www.millicom.com), and send it duly
completed to HQ Direct AB at the address indicated above, so that it is received
no later than 10:00 a.m. CET on February 13, 2009. 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 in order to exercise their shareholders'
rights at the EGM. Such registration must be completed no later than January 30,
2009. 

A copy of the Company's up-to-date Articles as well as of the special report of
the Board of Directors referred to in the second item of the above mentioned
agenda, are available on Millicom's website (www.millicom.com) or upon request
at Millicom's registered office at the following address and contact numbers:
Millicom International Cellular S.A., 15, rue Léon Laval, L-3372 Leudelange,
Luxembourg, attention: Cândida Gillespie, Legal Assistant, telephone: + 352 27
759 702, fax: + 352 27 759 353.

January 22, 2009	
The Board of Directors


CONTACTS

Daniel Johannesson	
Chairman of the Board of Directors
Millicom International Cellular S.A., Luxembourg
Telephone: +352 27 759 327

Andrew Best
Investor Relations
Telephone: +44 (0)7798 576 378

Visit our website at: www.millicom.com 

Millicom International Cellular S.A. is a global telecommunications group with
mobile telephony operations in 16 countries in Asia, Latin America and Africa. 
It also operates cable and broadband businesses in five countries in Central
America.  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.