CONVENING NOTICE FOR AN EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS


CONVENING NOTICE FOR AN EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

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 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,
L-3372 Leudelange, Grand Duchy of Luxembourg, on Friday, December 18, 2009 at
10.00 a.m. Central European Time ("CET"), to consider and vote on the following
agenda:

AGENDA
1.	As per the proposal of the Company's Board, to decide to distribute a gross
dividend to the Company's shareholders of USD 1.24 per share, corresponding to
an aggregate dividend of approximately USD 135,000,000 to be paid out of the
Company's profits of the year ended 31 December 2008, in the amount of USD
1,382,529,705 which have been carried forward as per the decision of the Annual
General Shareholder's Meeting of May 26, 2009.

QUORUM AND MAJORITY

There is no quorum of presence requirement for the December 18, 2009 EGM. The
EGM agenda item is adopted by a simple majority of the votes cast. 

DIVIDEND PAYMENT
On a parent company basis, Millicom generated a profit of USD 1,383,410,071 for
the year ended 31 December 2008. Of this amount, the shareholders decided to
allocate USD 880,366 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 the remaining part of the profit of USD 1,382,529,705 was to be
carried forward.

At the December 18, 2009 EGM, the shareholders of Millicom will vote on the
question of whether to authorise the payment of a per share gross cash dividend
of USD 1.24 to shareholders in the manner provided in Article 21 and Article 23
of the Articles.

Interim financial statements of Millicom of September 30, 2009 show that
Millicom has funds available for distribution, in accordance with applicable
law, including the carried forward profits, of USD 1,610,928,117. The considered
USD 1.24 dividend per share represents an aggregate dividend of approximately
USD 135,000,000. The considered dividend shall be paid out of the available
carried forward profits.

In accordance with Luxembourg income tax law, the payment of dividend to
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). HQ Bank AB shall arrange for a
conversion of the dividend received from Millicom to SEK. Such conversion shall
be effected at a market rate of exchange, no earlier than ten and no later than
five banking days before the payment date, by entry into a forward contract with
a due date on 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 in such forward contract.

The dividend will be paid to shareholders who are registered in the
shareholders' register kept by Millicom, Euroclear Sweden AB (Euroclear) or
American Stock Transfer & Trust Company (AST) as of December 28, 2009.

Payment of dividends is planned for around January 5, 2010. Holders of Swedish
Depository Receipts will be paid by electronic transfer to their bank accounts
whereas a dividend check will be sent to all other eligible shareholders.

OTHER INFORMATION
Participation in the EGM is reserved to shareholders who (i) are registered in
the shareholders registry kept by Millicom and/or Euroclear and/or AST as of
December 11, 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 December 16, 2009 at 16.00 pm CET. 
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 that wishes to attend
the EGM will not be transferable between December 11, 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 Bank AB, P.O. Box 16027, SE-103 21 Stockholm,
Sweden, telephone: + 46 8 463 85 00, or download it on Millicom's website
(www.millicom.com), and send it duly completed to HQ Bank AB at the address
indicated above, so that it is received no later than December 16, 2009 at 16:00
pm 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
Euroclear in order to exercise their shareholders' rights at the EGM. Such
registration must be completed no later than December 11, 2009 at 17:00 pm CET. 

A copy of the Company's up-to-date Articles as well as Millicom's interim
financial statements of September 30, 2009, 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.

December, 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

Peregrine Riviere
Head of External Communications
Telephone:  +352 691 750 098

Visit our website at: www.millicom.com 


Millicom International Cellular S.A. is a global telecommunications group with
mobile telephony operations in 14 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 266 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.

Attachments

EGM_DEC_18_09_Proxy_form.pdf 11302478.pdf