CONVENING NOTICE FOR ANNUAL AND EXTRAORDINARY GENERAL MEETING
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 the
extraordinary general meeting (“EGM”) of the shareholders of MILLICOM
INTERNATIONAL CELLULAR S.A. (“Millicom”) are convened to be held at the
Millicom office at 15 rue Léon Laval, L-3372 Leudelange, Grand-Duchy of
Luxembourg, on Tuesday, May 31, 2011 at 10:00 Central European Time
("CET"), to consider and vote on the following resolutions:
AGM
1. To acknowledge the delegation by the Chairman of the Board of
Directors of the duty to preside over the 2011 AGM.
2. To elect the Secretary and the Scrutineer of the 2011 AGM.
3. To receive the Board of Directors' Reports (Rapport de Gestion) and
the Reports of the external auditor on (i) the annual account of
Millicom for the financial year ended December 31, 2010 and (ii) the
consolidated accounts for the financial year ended December 31, 2010.
4. To approve the consolidated accounts and the annual accounts for the
year ended December 31, 2010.
5. To allocate the results of the year ended December 31, 2010. On a
parent company basis, Millicom generated a profit of USD 623,392,030. Of
this amount, USD 60,719 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").
Furthermore, an aggregate amount of approximately USD 196,000,000
corresponding to a gross dividend amount of USD 1.80 per share is
proposed to be distributed as dividend from the remaining results of the
year ended December 31, 2010 and retained earnings.
6. To discharge all the current Directors of Millicom for the
performance of their mandate during the financial year ended December
31, 2010.
7. To set the number of Directors at seven.
8. To re-elect Ms. Mia Brunell Livfors as Director for a term ending on
the day of the 2012 AGM.
9. To re-elect Ms. Donna Cordner as Director for a term ending on the
day of the 2012 AGM.
10. To re-elect Mr. Allen Sangines-Krause as Director for a term ending
on the day of the 2012 AGM.
11. To re-elect Mr. Paul Donovan as Director for a term ending on the
day of the 2012 AGM.
12. To re-elect Mr. Hans Holger Albrecht as Director for a term ending
on the day of the 2012 AGM.
13. To re-elect Mr. Omari Issa as Director for a term ending on the day
of the 2012 AGM.
14. To elect Mr. Kim Ignatius as a new Director for a term ending on the
day of the 2012 AGM.
15. To re-elect PricewaterhouseCoopers S.à r.l., Luxembourg as the
external auditor of Millicom for a term ending on the day of the 2012
AGM.
16. To approve the Directors' compensation, amounting to SEK 5,808,000
for the period from the 2011 AGM to the 2012 AGM.
17. To approve a procedure on appointment of the Nomination Committee
and determination of the assignment of the Nomination Committee.
18. (a) To authorise the Board of Directors, at any time between May 31,
2011 and the day of the 2012 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 to be carried out for all purposes
allowed or which would become authorized 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 issued and
outstanding share capital as of the date of the 2011 AGM (i.e.,
approximating a maximum of 10,900,000 shares corresponding to USD
16,350,000 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 OMX Stockholm, 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, the Chairman and the Vice
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 authorize 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 authorize 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 authorize 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.
EGM
1. To acknowledge the delegation by the Chairman of the Board of
Directors of the duty to preside the EGM.
2. To elect the Secretary and the Scrutineer of the EGM.
3. To reduce the issued share capital of Millicom by an amount of six
million three hundred thousand United States Dollars (USD 6,300,000) so
as to bring the issued share capital from one hundred sixty-three
million seven hundred seven thousand three hundred seventy three United
States Dollars and fifty cents (USD 163,707,373.50) to one hundred fifty
seven million four hundred seven thousand and three hundred seventy
three United States Dollars and fifty cents (USD 157,407,373.50) by way
of cancellation of 4,200,000 shares having a par value of one dollar and
fifty cents (USD 1.50) each, fully paid-in, held by Millicom in its
issued share capital.
4. To cancel 4,200,000 shares held by Millicom in its issued share
capital.
5. To instruct and delegate power to the Board of Directors to take any
actions deemed necessary or useful in connection with items 3 and 4
above.
6. To instruct and delegate power to the Board of Directors to amend
the shares register to reflect the reduction of the issued share capital
of Millicom and the cancellation of 4,200,000 shares as per items 3 and
4 above.
7. To amend Article 5 of the Articles of Association of Millicom
("Millicom's Articles") so as to reflect the reduction of the issued
share capital mentioned under item 3.
8. To amend Article 7 of the Articles of Association of Millicom
("Millicom's Articles") so as to comply with the Swedish Code of
Corporate Governance.
9. To amend Article 8 of the Articles of Association of Millicom
("Millicom's Articles") so as to comply with the Swedish Code of
Corporate Governance.
10. To amend Article 19 of the Articles of Association of Millicom
("Millicom's Articles") so as to comply with the Swedish Code of
Corporate Governance.
NOTES REGARDING THE NOTICE
CHAIRMAN OF THE MEETING (2011 AGM - item 1)
Pursuant to paragraph 8 of Millicom's Articles, the Chairman of the
Board of Directors intends to delegate the duty to preside over the 2011
to a person yet to be determined.
PARTICIPATION AND PAYMENT INFORMATION FOR PROPOSED DIVIDEND (2011 AGM -
item 5)
The Board of Directors of Millicom proposes that the meeting approve a
2010 annual gross cash dividend of USD 1.80 per share to Millicom
shareholders, and approximately USD 196 million in total in the manner
provided in Article 21 and Article 23 of Millicom's Articles.
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.
An extract from Millicom's Form 20-F filing for the fiscal year ended
December 31, 2010 regarding U.S. Federal Income Tax Considerations can
be found on Millicom's web page (www.millicom.com) under “AGM 2011”.
Eligible Millicom shareholders will receive their dividends in USD
(United States Dollars) whereas holders of Swedish Depository Receipts
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 and no
later than two 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.
Dividend will be paid to shareholders who are registered in the
shareholders registry kept by Millicom, Euroclear Sweden AB (Euroclear)
or American Stock Transfer & Trust Company (AST) as of June 3, 2011
(AST/US) and June 7, 2011 (Euroclear/Sweden, Luxembourg).
The ex-dividend date will be determined by NASDAQ and NASDAQ OMX
Stockholm respectively and is estimated to be June 1, 2011.
Payment of dividends is planned for June 14, 2011. 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 (2011 AGM - item 8-14)
Millicom's Nominations Committee proposes that, until the 2012 AGM, Ms.
Mia Brunell Livfors, Ms. Donna Cordner, Mr. Allen Sangines-Krause, Mr.
Paul Donovan, Mr. Hans Holger Albrecht and Mr. Omari Issa be re-elected
as Directors of Millicom and that Mr. Kim Ignatius be elected as a new
Director of Millicom.
New Director profile
Mr. Kim Ignatius
Kim Ignatius is a Finnish national and is CFO of Sanoma Corporation, the
European media group. He joined Sanoma in 2008. Previously, he was EVP
and CFO of TeliaSonera AB between 2003 and 2008, having been EVP and CFO
of Sonera Oyj between 2000 and 2002. Before joining Sonera, Ignatius
was Group CFO and a member of the Executive Board of Tamro Oyj, a
leading pharmaceutical distributor listed on the Helsinki Stock
Exchange, between 1997 and 2000. Between 1984 and 1996 he worked for
Amer Group in a variety of finance and general management roles in both
North America and Europe. He started his career with Oy Hanke-Palsbo Ab
and Fruehauf Corporation in a series of finance roles. Ignatius
graduated with a B.Sc. Economics from the Aalto University School of
Economics. He was born on 18th December 1956 and currently resides in
Finland.
Mr. Kim Ignatius would qualify as Independent of major shareholders as
well as the Company and its management as defined in the Swedish Code of
Corporate Governance.
ELECTION OF THE AUDITOR (2011 AGM - item 15)
1 Millicom's Audit Committee, supported by the Board
of Directors, proposes that PricewaterhouseCoopers S.à r.l., Luxembourg,
be re-elected as external auditor for a term ending at the 2012 AGM.
DIRECTORS' FEES (2011 AGM - item 16)
Millicom's Nominations Committee proposes a total of SEK 5,808,000 as
cash compensation for the seven Directors expected to serve from the
2011 AGM to the 2012 AGM with such total amount to be split between the
Directors in accordance with a key proposed by the Nominations
Committee.
The Nominations Committee proposes the following:
- that the annual fee to ordinary Board Members not employed by
the Company shall be SEK 615,000 per Member and that the annual fee to
the Chairman shall be SEK 1,250,000
- that the annual remuneration for work on Board Committees be
paid to members appointed by the Board and shall be SEK 300,000 to the
chairman of the Audit Committee, SEK 150,000 to each of the other
members of the Audit Committee, SEK 58,000 to the chairman of the
Compensation Committee and SEK 30,000 to each of the other members of
the Compensation Committee
-
In respect of Directors who did not serve an entire term, the cash
compensation will be pro-rated pro rata temporis.
PROCEDURE ON APPOINTMENT OF THE NOMINATION COMMITTEE AND DETERMINATION
OF THE ASSIGNMENT OF THE COMMITTEE (2011 AGM - item 17)
For the purpose of being compliant with the Swedish Code of Corporate
Governance, the Nomination Committee proposes a procedure on appointment
of the Nomination Committee, in substance as follows:
The Nomination Committee will be formed during October 2011 in
consultation with the larger shareholders of the Company as at 30
September 2011. The Nomination Committee will consist of at least three
members, with a majority representing the larger shareholders of the
Company. The Nomination Committee is appointed for a term of office
commencing at the time of the announcement of the third quarter report
in 2011 and ending when a new Nomination Committee is formed. The
majority of the members of the Committee may not be members of the Board
of Directors or employed by the Company. If the Chairman of the Board of
Directors is not a member of the Nomination Committee, then he or she
shall be consulted regarding the proposals for the election of new
Directors and the evaluation of current Directors. If a member of the
Committee resigns before the work is concluded, a replacement member may
be appointed after consultation with the larger shareholders of the
Company. However, unless there are special circumstances, there shall
not be changes in the composition of the Nomination Committee if there
are only marginal changes in the number of votes, or if a change occurs
less than three months prior to the Annual General Meeting. Ms. 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 shall be
responsible for preparing proposals for the election of Directors of the
Board, Chairman of the Board and auditor, in the case that an auditor
should be elected, and their remuneration as well as a proposal on the
Chairman of the Annual General Meeting of 2012. The Nomination Committee
shall have the right, upon request, to receive personnel resources such
as secretarial services from the Company, and to charge the Company with
costs for recruitment of consultants if deemed necessary.
Henceforth, no remuneration shall be paid to the members of the
Nomination Committee. However, Millicom shall bear the reasonable
expenses reasonably related to the assignment of the Nomination
Committee.
SHARE REPURCHASE PLAN (2011 AGM - item 18)
The Board of Directors of Millicom proposes that the meeting approve a
Share Repurchase Plan and authorizes 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 authorized 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 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 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 authorized to be purchased is
an amount not exceeding the lower of (i) ten percent (10%) of Millicom's
issued and outstanding share capital as of the date of the 2011 AGM
(i.e., approximating a maximum of 10,900,000 shares corresponding to USD
16,350,000 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 OMX Stockholm. 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 2011 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
respectively 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 2011 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.
d) Duration
Such a Share Repurchase Plan will start no earlier than May 31, 2011,
and end no later than at the earliest of (i) the next AGM to take place
in 2012, (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 2011 AGM.
SHARE CAPITAL REDUCTION BY CANCELLATION OF SHARES (EGM - item 3)
The Board of Directors of Millicom proposes that the meeting approve the
cancellation of 4,200,000 shares acquired during a Share Repurchase Plan
and the reduction of the issued share capital of Millicom by an amount
of USD 6,300,000.
AMENDMENT OF ARTICLES OF INCORPORATION (EGM - item 7)
The Extraordinary General Meeting of shareholders amends Article 5 of
Millicom's Articles to reflect the above resolutions so that it reads
as follows:
“The Company has an issued capital of one hundred fifty seven million
four hundred seven thousand and three hundred seventy three United
States Dollars and fifty cents (USD 157,407,373.50) represented by one
hundred four million nine hundred thirty eight thousand two hundred
forty nine (104,938,249) shares with a par value of USD 1.50 each,
fully paid-in.”
AMENDMENT OF ARTICLES OF INCORPORATION (EGM - item 8)
The Extraordinary General Meeting of shareholders amends Article 7,
second paragraph, of Millicom's Articles as follows:
“The Directors, and the Chairman of the Board of Directors, will be
elected by the shareholders' meeting, which will determine their number,
for a period not exceeding 6 (six) years, and they will hold office
until their successors are elected.”
AMENDMENT OF ARTICLES OF INCORPORATION (EGM - item 9)
The Extraordinary General Meeting of shareholders amends Article 8,
first paragraph, first sentence and deletes the second sentence of the
third paragraph of Millicom's Articles as follows:
“The Board of Directors may choose a secretary, who need not be a
Director, and who shall be responsible for keeping minutes of the
meetings of the Board of Directors and of the resolutions passed at the
general meeting of shareholders.”
“The Chairman may preside at all meetings of the shareholders .... “
(Delete)
AMENDMENT OF ARTICLES OF INCORPORATION (EGM - item 10)
The Extraordinary General Meeting of shareholders amends Article 19 of
Millicom's Articles by adding the following sentence.
“The Chairman of the annual general meeting shall be elected by the
shareholders.”
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.
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.
2 OTHER INFORMATION
Millicom has issued 109,138,249 outstanding shares with a nominal value
of USD 1.50 and with one vote attached to each such share.
Millicom's consolidated accounts and the parent company (Millicom)
annual accounts as at and for the year ended December 31, 2010, the
Directors' Report and the Report of the external auditor as well as the
Board of Directors' report on Director's conflict of interest will be
available from May 16, 2011 at Millicom's registered office and copies
will be available upon request by e-mail to:
information@millicom.com (information@millicom.com).
Participation in the AGM/EGM is reserved to shareholders who (i) are
registered in the shareholders' register kept by Millicom and/or
Euroclear and/or AST as of May 25, 2011 and (ii) give notice of their
intention to attend the AGM/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 May 27, 2011, 16.00 CET. Forms are available on Millicom's
website (www.millicom.com (http://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, telephone:
+ 352 27 759 702, fax: + 352 27 759 353. The shares of any holder who
wishes to attend the AGM/EGM will not be transferable between May 25,
2011 and the date of the AGM/EGM.
Shareholders holding their shares through a third party such as a broker
or bank and wishing to attend the AGM/EGM or to be represented at the
AGM/EGM by power of attorney may have to contact such third party in
order to exercise their shareholder's rights at the AGM/EGM.
Holders of Swedish Depository Receipts wishing to attend the 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, Carnegie
Investment Bank AB, Bo Svensson, SE-103 71, Stockholm, Sweden, visiting
address: Mäster Samuelsgatan 20, 6tr, SE-111 44 Stockholm, Sweden,
telephones: +46 8 676 88 00 / + 46 8 696 1557 and fax +46 8 696 1890 or
download it from Millicom's website
(www.millicom.com (http://www.millicom.com/)) and send it duly completed
to Carnegie Bank AB at the address indicated above, so that it is
received no later than May 27, 2011 at 16:00 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
AGM/EGM. Such registration must be completed no later than May 25, 2011
at 17:00 CET.
May 2011
The Board of Directors
CONTACTS
Millicom International Celllular SA
Allen Sangines-Krause
Telephone:
+352 27 759 327
Chairman of the Board of Directors
Francois-Xavier
Roger
Telephone: +352 27 759 327
Chief Financial Officer
Emily
Hunt
Telephone: +44 7779 018 539
Investor Relations
Visit our website at www.millicom.com (http://www.millicom.com/)
CONVENING NOTICE FOR ANNUAL AND EXTRAORDINARY GENERAL MEETING
| Source: Millicom International Cellular S.A.
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