CONVENING NOTICE FOR ANNUAL AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

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 an
extraordinary general meeting (“EGM”) of the shareholders of MILLICOM
INTERNATIONAL CELLULAR S.A. (“Millicom”) are convened to be held at the Millicom
office at 2 rue du Fort Bourbon, L-1249, Grand-Duchy of Luxembourg, on Tuesday,
May 29, 2012 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 account of Millicom for the financial year ended December 31, 2011 and
(ii) the consolidated accounts for the financial year ended December 31, 2011.
3. To approve the consolidated accounts and the annual accounts for the year
ended December 31, 2011.
 4. To allocate the results of the year ended December
31, 2011. On a parent company basis, Millicom generated a profit of USD
772,381,085. Of this amount, an aggregate amount of approximately USD 243
million corresponding to a gross dividend amount of USD 2.40 per share is
proposed to be distributed as dividend from the remaining results of the year
ended December 31, 2011 and the balance is proposed to be carried forward to
retained earnings.
 5. To discharge all the current Directors of Millicom for
the performance of their mandate during the financial year ended December 31,
2011.
 6. To set the number of Directors at eight with no Deputy Directors.
7. To re-elect Ms. Mia Brunell Livfors as Director for a term ending on the day
of the next AGM to take place in 2013 (the "2013 AGM").
 8. To re-elect Ms.
Donna Cordner as Director for a term ending on the day of the 2013 AGM.
 9. To
re-elect Mr. Allen Sangines-Krause as Director for a term ending on the day of
the 2013 AGM.
10. To re-elect Mr. Paul Donovan as Director for a term ending on
the day of the 2013 AGM.
11. To re-elect Mr. Hans-Holger Albrecht as Director
for a term ending on the day of the 2013 AGM.
12. To re-elect Mr. Omari Issa as
Director for a term ending on the day of the 2013 AGM.
13. To re-elect Mr. Kim
Ignatius as Director for a term ending on the day of the 2013 AGM.
14. To elect
Mr. Dionisio Romero Paoletti as a new Director for a term ending on the day of
the 2013 AGM.
15. To elect a Chairman of the Board of Directors.
16. To
approve the Directors’ compensation, amounting to SEK 6,743,000 for the period
from the AGM to the 2013 AGM.
17. To elect Ernst&Young S.à r.l., Luxembourg as
the external auditor of Millicom for a term ending on the day of the 2013
AGM.
18. To approve the external auditor's compensation.
19. To approve a
procedure on the appointment of the Nomination Committee and determination of
the assignment of the Nomination Committee.
20.  

(a)       To authorise the
Board of Directors, at any time between May 29, 2012 and the day of the 2013
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 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
AGM (i.e., approximating a maximum of 10,200,000 shares corresponding to USD
15,300,000 in nominal value) or (ii) the then available amount of Millicom’s
distributable reserves on a parent company basis, in the open market on 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 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.

21.  To approve the guidelines for remuneration to 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 reduce the issued
share capital of Millicom by an amount of four million eight hundred thousand
United States Dollars (USD 4,800,000) so as to bring the issued share capital
from one hundred fifty-seven million four hundred seven thousand three hundred
seventy three United States Dollars and fifty cents (USD 157,407,373.50) to one
hundred fifty two million six hundred seven thousand and three hundred seventy
three United States Dollars and fifty cents (USD 152,607,373.50) by way of
cancellation of 3,200,000 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.
 3. To cancel 3,200,000 shares held by Millicom in its issued share
capital.
 4. To instruct and delegate power to the Board of Directors to take
any actions deemed necessary or useful in connection with items 2 and 3 above.
5. 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 3,200000 shares as per items 2 and 3 above.
 6. 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
2.
 7. To acknowledge and approve the transfer of the registered office of
Millicom to 2 rue du Fort Bourbon, L-1249, Luxembourg and to amend Article 2 of
Millicom's Articles to reflect a change of Millicom’s registered
office.

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, to preside
over the AGM.

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 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)

The Board of Directors of Millicom proposes
that the meeting approve a 2011 annual gross cash dividend of USD 2.40 per share
to Millicom shareholders, and approximately USD 243 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, 2011
regarding U.S. Federal Income Tax Considerations can be found on Millicom’s web
page (www.millicom.com) under “AGM 2012”.

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 1, 2012
(the "Dividend Record Date").

The ex-dividend date is estimated to be May 30,
2012.

Payment of dividends is planned for June 7, 2012. 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 – item 6
-14)

Millicom’s Nomination Committee proposes that, until the 2013 AGM, Ms.
Mia Brunell Livfors, Ms. Donna Cordner, Mr. Allen Sangines-Krause, Mr. Paul
Donovan, Mr. Hans Holger Albrecht, Mr. Omari Issa and Mr. Kim Ignatius be re
-elected as Directors of Millicom and that Mr. Dionisio Romero Paoletti be
elected as a new Director of Millicom.

New Director profile:

Mr. Dionisio
Romero Paoletti

Dionisio Romero Paoletti aged 46 is Chairman and President of
the Romero Group, a long standing Peruvian business group. The Romero Group was
founded by Calixto Romero Hernandez in the late 1800s. Today, the Group
comprises numerous companies across a wide range of sectors from consumer
products to textiles, logistics, infrastructure, trading and services. Many of
these companies are listed and international in scope. In addition, it has a
controlling interest in Credicorp (BAP), the largest financial conglomerate in
Peru which is listed on the New York and Lima Exchanges.

Dionisio Romero
Paoletti has a bachelor's degree in Economics from Brown University, USA (1984 -
1988) and a master's degree in Business Administration from Stanford University,
USA (1992 - 1994).  His executive career has been within the different companies
in the Group.  He succeeded his father as the Chairman of the Romero Group
in  2001. He has served as a Board Member of Credicorp and Banco De Credito del
Peru since 2003 and as Chairman since 2009.

Board Chairman: Aero Transporte
S.A.; Agrícola del Chira S.A.; Agrícola La Carmela S.A.; Agroenergía S.A.;
Alicorp S.A.A.; Andean Logistics S.A.C.; Banco de Crédito del Perú; Bioenergía
del Chira S.A.; Centro de Servicios Compartidos S.A.; Compañía Almacenera S.A.;
Compañía Universal Textil S.A.; Consorcio Naviero Peruano S.A.; Corporación
Comercial del Amazonas S.A.; Corporación General de Servicios S.A.; Corporación
Pesquera Giuliana S.A.; Credicorp Ltd.; Desarrollos Agroindustriales Sangamayoc
S.A.; Desarrollos Inmobiliarios MZ S.A.; Digital Way S.A.; Grupo Piurano de
Inversiones S.A.; Industrias del Espino S.A.; Industrias del Shanusi S.A.;
Integral Comercial; Interamerica de Comercio S.A.; Inversiones en Puertos S.A.;
Inversiones Piuranas S.A.; Limtek Servicios Integrales S.A.; LTL S.A.;
Multimercados Zonales S.A.; MZ Inmobiliaria & Desarrolladora S.A.; Pacífico
Peruano Suiza Cia. de Seguros; Pacífico Vida Cia. de Seguros S.A.; Palmas del
Espino S.A.; Palmas del Oriente S.A.; Palmas del Shanusi S.A.; Procesadora
Torreblanca S.A.; Ransa Comercial S.A.; Romero Trading S.A.; Santa Sofía Puertos
S.A.; SITEL SA; Sucrolacolera del Chira S.A.; Terminal Internacional del Sur
S.A.- TISUR; Terminal Portuario Punta Vegueta S.A. – TPPV; Industria Textil
Piura S.A.; Trabajos Marítimos SA – TRAMARSA.

Board member: Fundación Romero;
Banco de Credito e Inversiones (BCI); Inversiones Centenario (IC) (Vice
Chairman); Cementos Pacasmayo S.A.A.; Hermes Transportes Blindados
S.A.

Holdings in Millicom: No holdings.

Mr. Romero Paoletti would qualify
as Independent of major shareholders as well as Millicom and its management as
defined in the Swedish Code of Corporate Governance.

ELECTION OF THE CHAIRMAN
OF THE BOARD OF DIRECTORS (AGM – item 15)

Millicom’s Nomination Committee,
supported by the Board of Directors, proposes that Mr. Allen Sangines-Krause, be
re-elected as Chairman of the Board of Directors for a term ending at the 2013
AGM.

DIRECTORS’ FEES (AGM – item 16)

Millicom’s Nomination Committee
proposes a total of SEK 6,743,000 as cash compensation for the eight Directors
expected to serve from the AGM to the 2013 AGM with such total amount to be
split between the Directors in accordance with a key proposed by the Nomination
Committee.

The Nomination Committee proposes the following:

-       that
the annual fee to ordinary Board Members not employed by Millicom shall be SEK
650,000 per Member (Previously SEK 615,000) and that the annual fee to the
Chairman shall be SEK 1,325,000 (Previously 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
(Unchanged), SEK 150,000 to each of the other members of the Audit Committee
(Unchanged), SEK 58,000 to the Chairman of the Compensation Committee
(Unchanged) and SEK 30,000 to each of the other members of the Compensation
Committee (Unchanged).

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

ELECTION OF
THE AUDITOR (AGM – item 17)

Millicom’s Nomination Committee, supported by the
Board of Directors, proposes that Ernst&Young, Luxembourg, be elected as
external auditor for a term ending at the 2013 AGM.

The following process has
been used leading up to the proposal from the Nomination Committee. Based on a
request from the Audit Committee, a Request for Proposal was sent to the two
final candidates after an initial evaluation of six potential candidates. The
responses from the two final candidates were received on November 21, 2011 and
the proposals 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 18)

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
19)

The Nomination Committee, appointed in accordance with the procedure that
was resolved by the AGM held on 31 May 2011, is composed of the Chairman of the
Committee, Cristina Stenbeck, Investment Kinnevik AB, Kerstin Stenberg, Swedbank
Robur Funds and Allen Sangines-Krause, Chairman of the Board of
Directors.

The Nomination Committee proposes a procedure on appointment of
the Nomination Committee, in substance as follows:

The Nomination Committee
will be formed during October 2012 in consultation with the larger shareholders
of Millicom as at 30 September 2012. The Nomination Committee will consist of at
least three members, with a majority representing the larger shareholders of
Millicom. The Nomination Committee is appointed for a term of office commencing
at the time of the announcement of the third quarter report in 2012 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 Millicom.
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 Millicom.
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
2013 AGM. The Nomination Committee shall have the right, upon request, to
receive personnel resources such as secretarial services from Millicom, and to
charge Millicom with costs for recruitment of consultants if deemed
necessary.

The Nomination Committee proposes that no remuneration shall be
paid to the members of the Nomination Committee and that Millicom shall bear the
reasonable expenses reasonably related to the assignment of the Nomination
Committee.

SHARE REPURCHASE PLAN (AGM – item 20)

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 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 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 AGM (i.e.,
approximating a maximum of 10,200,000 shares corresponding to USD 15,300,000 in
nominal value) or (ii) the then available amount of Millicom’s distributable
reserves on a parent company basis in the open market on 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 29, 2012, and end no later
than at the earliest of (i) the 2013 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 21)

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
2013 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 &
FMCG companies. The compensation shall be based on conditions that are market
competitive in Europe 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 percent of the base salary and in case of exceptional
performance the actual amount can reach 200%. The variable remuneration shall be
based on the performance of the Executives in relation to established goals and
targets.

Long-term Incentive Plans (LTIPs)

The LTIPs consist of a deferred
share plan and a performance share plan. Shares awards granted under the
deferred share plan are based on personal and corporate performance of the
previous year and the awards vest over 3 years, 16.5% year 1, 16.5% year 2 and
67% year 3. Shares granted under the performance share plan vest at the end of a
three-year period, whereby vesting is subject to certain company performance
conditions. The latter plan requires the participant to own shares in
Millicom.

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

The maximum notice period in any Executive’s contract is
twelve months.

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.

SHARE CAPITAL REDUCTION BY CANCELLATION OF SHARES
(EGM – item 2)

The Board of Directors of Millicom proposes that the meeting
approve the cancellation of 3,200,000 shares acquired during a Share Repurchase
Plan and the reduction of the issued share capital of Millicom by an amount of
USD 4,800,000.

AMENDMENT OF ARTICLES OF INCORPORATION ( EGM – item 6)

As a
consequence of item 2 of the agenda, the EGM shall resolve to amend Article 5
paragraph 2 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 two
million six hundred seven thousand and three hundred seventy three United States
Dollars and fifty cents (USD 152,607,373.50) represented by one hundred and one
million seven hundred thirty eight thousand two hundred forty nine (101,738,249)
shares with a par value of USD 1.50 each, fully paid-in. ”

AMENDMENT OF
ARTICLES OF INCORPORATION (EGM – item 7)

The EGM shall acknowledge and
approve the transfer of the registered office of Millicom to 2 rue du Fort
Bourbon, L-1249, Luxembourg and amend Article 2, first paragraph, of Millicom's
Articles as follows:

“The Company will have its registered office in
Luxembourg City.”

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.

OTHER INFORMATION

Millicom has issued 104,938,249 outstanding shares
with a nominal value of USD 1.50. Millicom holds certain own shares in treasury.
Voting rights attached to those shares hold in treasurty 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 regards
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’s registered office at the
following address and contact numbers: 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 27 759 353 or by e-mail at the
following address: information@millicom.com. , no later than May, 7 2012 and the
revised agenda will be published by Millicom, at the latest on May, 14
2012.

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 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 EGM

The following documents and
information related to the AGM or 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 at the AGM and the EGM;

-    the proxy 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,
2011, 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;

-    an extract
from Millicom's Form 20-F filing for the fiscal year ended December 31, 2011
-    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 shareholders and holders of SDRs may also
receive a copy of the above mentioned documents by sending a request by mail at
the above mentioned address of Millicom, or by e-mail at the above mentioned e
-mail address of Millicom.

3.  Right to participate at the AGM and the EGM in
person or represented by way of a 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, 15 2012 (the "Record Date") at 11.59 p.m. (CET) and file
their intention to attend the AGM and/or the EGM by mail to the above mentioned
address or e-mail address of Millicom, so that it shall be received no later
than on the Record Date (inclusive). The form of notification of attendance may
be downloaded from Millicom's website, www.millicom.com, or may be requested
free of charge from Millicom at the mail or e-mail address mentioned above,
Shareholders may be represented at the AGM and/or EGM by signing and sending by
mail or by e-mail (with the original to follow by post) to Millicom a duly
completed and signed power of attorney so that it shall be received by Millicom
no later than on May, 24 2012 at 16.00 (CET). Powers of attorney forms for the
AGM and for the EGM are available at the same address and on Millicom's
website.

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 at 11.59 p.m.
(CET) and who notify their intention to attend the AGM and/or 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; issuedepartment@seb.se or by fax to; fax number +46 8 763 6250 so that the
notification shall be received by SEB no later than on the Record Date
(inclusive). The form of notification of attendance may be downloaded from
Millicom's website, www.millicom.com (http://www.transcom.com/), or may be
requested free of charge from Millicom at the address mail or e-mail mentioned
above, or may be requested from SEB at the mail or e-mail address mentioned
above.

Those 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 on the Record Date at 11.59 p.m.
(CET). Please note that SDRs holders who have not re-registered their SDRs with
Euroclear Sweden AB effective on the Record Date at 11.59 p.m. (CET) will not be
eligible to participate in the AGM or the EGM (as applicable).

Holders of
SDRs, wishing to be represented at the AGM and/or at the EGM by an attorney-at
-fact, must send a duly completed, dated and signed power of attorney, whereby
the holder of SDRs authorises the Chairman of the AGM and the EGM (as
applicable) or another designated person to represent him/her/it at the AGM and
the EGM (as applicable), to SEB at the address above mentioned (by post or by e
-mail with the original to follow by post), so that it shall be received no
later than on May, 24 2012 at 16.00 CET. The power of attorney form may be
obtained by sending a request to SEB at the mail or e-mail address mentioned
above, or may be downloaded from Millicom's website, www.millicom.com.

Only
the persons that 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/or the
EGM (as applicable). Notwithstanding the above rules, the Bureau of the AGM or
the EGM (as applicable) shall have the discretionary power to accept a power of
attorney received after the above mentioned deadlines to be accounted for the
votes cast at the AGM or the EGM (as applicable).

Please note that
conversions from shares into SDRs and vice versa will not be permitted from May
29, 2012 up to and including the Dividend Record Date (June 1, 2012).

April
27, 2012     The Board of Directors
Contacts

Chairman of the Board of Directors
Allen Sangines
-Krause
                                                                      
Tel:
+352 27 759 327

Chief Financial Officer
François-Xavier Roger
Tel: +352 27
759 327

Investor Relations
Justine Dimovic
Tel: +352 27 759 479
Emily
Hunt
Tel: +44 7779 018 539

Visit our web site at www.millicom.com
About Millicom

Millicom International Cellular S.A. is a global
telecommunications group with mobile telephony operations in 13 countries in
Latin America and Africa. It also operates various combinations of fixed
telephony, cable and broadband businesses in five countries in Central America.
The Group’s mobile operations have a combined population under license of
approximately 270 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.