Form SC 14D9 - Solicitation, recommendation statements

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION STATEMENT

UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

MILLICOM INTERNATIONAL CELLULAR S.A.

(Name of Subject Company)

MILLICOM INTERNATIONAL CELLULAR S.A.

(Name of Person Filing Statement)

Common Shares, par value $1.50 per share

(Title of Class of Securities)

L6388F110

(CUSIP Number of Class of Securities)

Mauricio Ramos

Chair of the Board

Millicom International Cellular S.A.

2, Rue du Fort Bourbon,

L-1249 Luxembourg

Grand Duchy of Luxembourg

Phone: +352 691 750960 / +1 908 463 8588

(Name, address, and telephone numbers of person authorized to receive notices and communications
on behalf of the persons filing statement)

With copies to:

William H. Aaronson

Michael Senders

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

(212) 450-4000

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

TABLE OF CONTENTS

	Page

ITEM 1. SUBJECT COMPANY INFORMATION	3
ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON	3
ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS	5
ITEM 4. THE SOLICITATION OR RECOMMENDATION	5
ITEM 5. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED	15
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY	15
ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS	15
ITEM 8. ADDITIONAL INFORMATION	16
ITEM 9. EXHIBITS	21

INTRODUCTION

This Solicitation/Recommendation Statement filed under cover of Schedule 14D-9 (together with the exhibits attached hereto, this “Schedule 14D-9”) is filed by Millicom International Cellular S.A., a public limited liability company (société anonyme) organized and established under the laws of the Grand Duchy of Luxembourg (“Luxembourg”), having its registered office at 2, Rue du Fort Bourbon, L-1249 Luxembourg, Luxembourg, with corporate registration number B40630 with the Luxembourg Trade and Companies Registry (R.C.S. Luxembourg) (the “Company”), and relates to the Offers (as defined below) by Atlas Luxco S.à r.l., a private limited liability company (société à responsabilité limitée) existing under the laws of Luxembourg, having its registered office at 53, boulevard Royal, L-2449 Luxembourg, Luxembourg, with corporate registration number B274990 with the Luxembourg Trade and Companies Registry (R.C.S. Luxembourg) (“Purchaser”), a subsidiary of Atlas Investissement S.A.S, a simplified joint-stock company (société par actions simplifiée), having its registered office at 16 Rue de la Ville-l’Évêque, FR-75008 Paris, France, with corporate registration number 908 070 188 with the Paris Trade and Companies Registry (R.C.S Paris) (“Parent”). Parent is a majority owned subsidiary of NJJ Holding S.A.S., a simplified joint-stock company (société par actions simplifiée) domiciled in Paris, France, wholly owned by Xavier Niel (“NJJ” and, together with Purchaser, Parent and Xavier Niel, the “Purchaser Group”).

Pursuant to a Tender Offer Statement and Rule 13e-3 Transaction Statement filed under cover of Schedule TO filed with the Securities and Exchange Commission (“SEC”) on July 1, 2024 (together with any amendments or supplements thereto, the “Schedule TO”) by the Purchaser Group and Maxime Lombardini, the Non-Executive Director, President and Chief Operating Officer of the Company, as well as Vice-Chairman of the Board of Directors of Iliad Group (an affiliate of Purchaser and Parent) (together with the Purchaser Group, the “Filing Parties”), Purchaser has offered to purchase, through separate but concurrent offers in Sweden (the “Swedish Offer”) and the United States (the “US Offer” and, together with the Swedish Offer, the “Offers”), all of the issued and outstanding common shares (CUSIP L6388F110), par value $1.50 per share (each, a “Common Share” and, collectively, the “Common Shares”), including Swedish Depositary Receipts (ISIN: SE0001174970) representing Common Shares (each of which represents one Common Share) (each, an “SDR” and, collectively, the “SDRs” and, together with the Common Shares, the “Shares”), of the Company that are not already owned by the Purchaser Group and its affiliates, for $24.00 per Common Share and $24.00 per SDR (each such amount, as adjusted for certain dividends pursuant to the terms set forth in the Offers, and with respect to the Swedish Offer, as converted into SEK based on a USD/SEK exchange rate as close to the settlement date of the Swedish Offer as Purchaser is able to achieve, the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase attached as Exhibit (a)(1)(A) to the Schedule TO (together with any amendments or supplements thereto, the “Offer to Purchase”) and in the related letter of transmittal and other transmittal documents filed as exhibits to the Schedule TO (the “Transmittal Documents”).

References in this Schedule 14D-9 to the Company’s “shareholders” include both holders of Common Shares and holders of SDRs unless otherwise specified.

AS FURTHER DISCUSSED IN ITEM 4 (“THE SOLICITATION OR RECOMMENDATION—REASONS FOR THE RECOMMENDATION”) BELOW, THE INDEPENDENT COMMITTEE OF THE COMPANY’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE COMPANY’S SHAREHOLDERS REJECT THE OFFERS AND NOT TENDER THEIR SHARES PURSUANT TO THE OFFERS, INCLUDING FOR THE FOLLOWING REASONS:

the Offer Price significantly undervalues the Company, including based on the following considerations (subject to the qualifications and limitations described in “Item 4. The Solicitation or Recommendation—Reasons for the Recommendation” and “Item 8. Additional Information”):

the Offer Price does not adequately take into account expectations based on the Company’s long-range plan that the Company will generate Equity free cash flow⁽¹⁾ of $659 million, $701 million and $833 million in 2024, 2025 and 2026, respectively;

the Offer Price does not adequately take into account that, as previously announced and based on results through mid-June 2024, the Company’s Equity free cash flow⁽¹⁾ for full year 2024 is expected to be above $600 million and the Company’s Leverage⁽¹⁾ is expected to end 2024 near the intermediate term target of 2.5x;

⁽¹⁾Equity free cash flow and Leverage are non-IFRS measures. Please see “Item 8. Additional Information — Use of Non-IFRS Terms” for more information on these measures.

the Offer Price is well below trading multiples for comparable listed companies:

while the average 2024 enterprise value to operating cash flow multiple of the Company’s Trading Peers¹ is 7.4x, the Offer Price represents a 37.3% discount to the price per Share implied by applying the same multiple to the Company; and

while the average Equity free cash flow yield of the Company’s Trading Peers is 10.5%, the Offer Price represents a 30.1% discount to the price per Share implied by applying the same yield to the Company;

the Offer Price represents a discount to the most recent closing price of the Shares and the closing prices of the Shares on certain other key dates:

a discount of 2.2% to the closing price of $24.55 per Common Share on June 28, 2024, the last full trading day prior to the announcement of the Offers;

a discount of 0.3% to the volume weighted average price of $24.07 per Common Share for the 30-day trading period ending on June 28, 2024, the last full trading day prior to the announcement of the Offers; and

a discount of 3.1% to the closing price of $24.78 per Common Share on July 12, 2024, the last full trading day prior to the filing of this Schedule 14D-9;

the average control premia to undisturbed prices observed in all-cash technology, media, and telecommunications (“TMT”) transactions involving targets that are considered to be large publicly listed companies in the United States and Europe over the past 15 years range between 17.4% and 46.4%, while the Offer Price represents a mere 1.8% premium to the closing price of $23.58 per Common Share on May 22, 2024, the last full trading day prior to Purchaser issuing a press release announcing that it was exploring a potential all cash tender offer for the Shares;

if Purchaser waives the “95% minimum tender condition” applicable to the Offers and the Offers are accepted only to such extent that Purchaser becomes the owner of Shares representing at least 33¹⁄₃% of the Company’s outstanding Shares (being the “mandatory bid threshold” under Luxembourg law), the Purchaser Group could continue to purchase Shares in the open market without having paid a control premium to shareholders who have tendered their Shares in the Offers or ever paying a control premium in the future;

if Purchaser acquires additional Shares in the Offers and increases its ownership of the Company and exercises its ability to waive the “95% minimum tender condition” applicable to the Offers, liquidity of the Shares may be reduced, which could have an adverse effect on the Company’s stock price and could jeopardize the existence of an active trading market for the Shares; and

Purchaser states in the Offer to Purchase that it reasonably believes that the Offer Price “is fair to [u]naffiliated [s]hareholders seeking immediate liquidity”, while the Independent Committee evaluated and bases its recommendation on whether the Offer Price is fair to all of the Company’s unaffiliated shareholders.

¹ “Trading Peers” include: Liberty Latin America Ltd. (LILA), America Movil S.A.B. de C.V. (AMX), Telefonica Brasil S.A. (VIVT3), and TIM Brasil Serviços e Participações S.A. (TIMS3). Entel S.A. (ENTEL) is not considered a relevant trading peer because of its lower profitability margins as a result of a different business model and product mix, as well as lower trading liquidity.

ITEM 1. SUBJECT COMPANY INFORMATION

Name and Address

The name of the Company, as the subject company to which this Schedule 14D-9 relates, and the address and telephone number of its principal executive offices are:

Millicom International Cellular S.A.

2, Rue du Fort Bourbon

L-1249 Luxembourg

Grand Duchy of Luxembourg

+352 691 750 960

Securities

The title of the subject class of equity securities to which this Schedule 14D-9 relates is the Company’s common shares (CUSIP L6388F110), par value $1.50 per share, including Swedish Depositary Receipts (ISIN: SE0001174970) representing Common Shares (each of which represents one Common Share). As of the close of business on July 5, 2024, the most recent practicable date prior to the filing of this Schedule 14D-9, there were 172,096,305 Shares issued (including 821,489 Common Shares and/or SDRs held in treasury by the Company).

ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON

Name and Address

The filing person is the Company. The name, business address and business telephone number of the Company are set forth in the section entitled “Item 1. Subject Company Information — Name and Address” above and are incorporated herein by reference.

The Company is making certain information relating to the Offers available on its website at https://www.millicom.com/investors/public-offer. The information on the Company’s website should not be considered a part of this Schedule 14D-9 and, except as expressly stated in this Schedule 14D-9, is not incorporated herein by reference.

Tender Offers

The information set forth in this Schedule 14D-9 under the heading “Introduction” above is incorporated herein by reference.

This Schedule 14D-9 relates to the Offers by Purchaser for all of the Shares at the Offer Price, upon the terms and subject to the conditions set forth in the Offer to Purchase and Transmittal Documents.

In the US Offer, the Offer Price of $24.00 per Common Share is payable net to the seller in cash, without interest, less any withholding taxes that may be applicable. In the Swedish Offer, settlement will be made in SEK and the Offer Price of $24.00 per SDR will be converted into SEK in connection with settlement, as further described in the Offer to Purchase.

Under the terms of the Offers, if the Company, prior to the settlement of the Offers, distributes dividends or in net to the seller any other way distributes or transfers value to the Company shareholders, the Offer Price will be adjusted accordingly. No fraction of a Share will be purchased from any holder, and all payments to tendering holders of Shares pursuant to the Offers will be rounded to the nearest whole cent or rounded off to two decimal points of SEK, as applicable.

The terms of the US Offer and the Swedish Offer are substantially the same, subject to the limited differences described in the Offer to Purchase, such as that persons tendering SDRs in the Swedish Offer will receive consideration denominated in SEK and persons tendering into the US Offer will receive consideration denominated in USD.

The initial acceptance period for the Offers (the “Offer Period”) commenced on July 1, 2024 and is scheduled to expire at one minute after 10:59 a.m. EST, or one minute after 4:59 p.m. CEST, on August 16, 2024, unless the Offer Period is extended (the end of the Offer Period, as it may be extended, the “Expiration Time”). The Purchaser has reserved the right to extend the Offer Period and to postpone the settlement date.

The US Offer and the Swedish Offer are subject to the same conditions for consummation. According to the Schedule TO, the consummation of the Offers is subject to the following seven conditions precedent:

the Offers being accepted to such extent that Purchaser becomes the owner of Shares representing 95% or more of the Shares, excluding 840,641 Shares held in treasury by the Company (the “Minimum Tender Condition”);

no other party announcing an offer to acquire Shares on terms that are more favorable to the Company’s shareholders than the Offers;

with respect to the Offers and completion of the acquisition of the Company, receipt of all necessary regulatory, governmental or similar clearances, approvals, decisions and other actions from authorities or similar, including from competition authorities, being obtained, in each case on terms which, in Purchaser’s opinion, are acceptable;

neither the Offers nor the acquisition of the Company being rendered wholly or partially impossible or significantly impeded as a result of legislation or other regulation, any decision of a court or public authority, or any similar circumstance;

no circumstances having occurred which could have a material adverse effect or could reasonably be expected to have a material adverse effect on the Company’s financial position or operations, including the Company’s sales, results, liquidity, equity ratio, equity or assets;

no information made public by the Company, or otherwise made available to Purchaser by the Company, being inaccurate, incomplete or misleading, and the Company having made public all information which should have been made public; and

the Company not taking any action that is likely to impair the prerequisites for making or completing the Offers.

Purchaser has reserved the right to withdraw the Offers in the event that it is clear that any of the above conditions are not satisfied or cannot be satisfied. However, under the Takeover rules for Nasdaq Stockholm and Nordic Growth Market NGM (the “Swedish Takeover Rules”), with regard to each of conditions 2–7 above, the Offers may only be withdrawn where the non-satisfaction of such condition is of material importance to Purchaser’s acquisition of the Company or if otherwise approved by the Swedish Securities Council.

Additionally, Purchaser has reserved the right to waive, in whole or in part, one, several or all of the conditions to the consummation of the Offers set forth above, including, with respect to the Minimum Tender Condition, to complete the Offers at a lower level of acceptance.

According to the Schedule TO, if the conditions for completion of the Offers are satisfied and the Offers are successful, following consummation of the Offers and to the extent legally permitted by applicable law, Purchaser currently intends to delist the Common Shares from the Nasdaq Stock Market and the SDRs from Nasdaq Stockholm, Large Cap, to terminate registration of the Common Shares under Section 12(g)(4) of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”) and to suspend the Company’s reporting obligations under Section 15(d) of the Exchange Act (collectively the “Suspension”).

According to the Schedule TO, the address of Purchaser is 53, boulevard Royal, L-2449 Luxembourg, Luxembourg and the address of each other member of the Purchaser Group is 16 Rue de la Ville-l’Évêque, FR-75008 Paris, France.

The foregoing summary of the terms and conditions of the Offers does not purport to be complete and is qualified in its entirety by reference to the contents of the Offer to Purchase, the Schedule TO and the Transmittal Documents. The Company takes no responsibility for (i) the accuracy or completeness of any information described in this Schedule 14D-9 that is contained in, or otherwise incorporated by reference to, the Offer to Purchase, the Schedule TO or the Transmittal Documents, (ii) any information set forth in the Offer to Purchase, the Schedule TO or the Transmittal Documents or (iii) any failure by the Filing Parties to disclose events or circumstances that may have occurred and may affect the significance, accuracy or completeness of any such information.

ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS

According to the Schedule TO, as of July 1, 2024, the Purchaser Group owned 49,966,734 Shares (composed entirely of SDRs), which represent approximately 29.03% of the share capital and the total number of votes in the Company (based on there being 172,096,305 Shares issued).

The information set forth in the sections of the Offer to Purchase entitled “Special Factors — Certain Agreements between Parent and its Affiliates and Millicom”, “Special Factors — Interests of Certain Millicom Directors and Executive Officers in the Offers” and “The Tender Offers — Certain Information Concerning Millicom — Millicom’s Board of Directors, Group Management and Auditor” is incorporated herein by reference.

Additionally, the information set forth in the sections in the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2023, filed with the SEC on March 12, 2024 (the “Annual Report”), entitled “Item 6.A.: Directors and Senior Management”, “Item 6.B.: Compensation”, “Item 6.C.: Board Practices”, “Item 7.A.: Major Shareholders” and “Item 7.B.: Related Party Transactions” is incorporated herein by reference.

Except as set forth or incorporated by reference in this Schedule 14D-9, to the knowledge of the Company, as of the date of this Schedule 14D-9, there are no material agreements, arrangements or understandings, nor any actual or potential conflicts of interest, between the Company or any of its affiliates, on the one hand, and (i) any of the Company’s executive officers, directors or affiliates or (ii) Purchaser or any of its respective executive officers, directors or affiliates, on the other hand.

Independent Committee

The Purchaser Group holds substantial ownership of the Company and certain members of the Company’s board of directors (the “Board”) are executive officers, directors or affiliates of the Purchaser Group. Accordingly, on May 23, 2024, the Board formed an independent committee (the “Independent Committee”), comprised of Mauricio Ramos (the Chair of the Board), Maria Teresa Arnal, Bruce Churchill, Justine Dimovic, Tomas Eliasson and Blanca Treviño de Vega (i.e., all of the members of the Board except for Aude Durand, Maxime Lombardini and Thomas Reynaud, who are executive officers, directors or affiliates of the Purchaser Group (collectively, the “Atlas Directors”)), to, among other things, manage all matters on behalf of the Company related to the Offers. The Independent Committee was aware of the agreements and arrangements described (and incorporated by reference) in this Item 3 during its deliberations with respect to the Offers and in determining to make the recommendation set forth in this Schedule 14D-9.

ITEM 4. THE SOLICITATION OR RECOMMENDATION

Recommendation of the Independent Committee

After careful discussion and consideration, including review of the terms of the Offers in consultation with the Company Financial Advisors and Nordea (each as defined below), the Independent Committee unanimously determined that the Offers significantly undervalue the Company and are not in the best interests of the Company and its shareholders.

ACCORDINGLY, AS FURTHER DISCUSSED BELOW UNDER THE HEADING “ — REASONS FOR THE RECOMMENDATION”, THE INDEPENDENT COMMITTEE UNANIMOUSLY RECOMMENDS THAT THE COMPANY’S SHAREHOLDERS REJECT THE OFFERS AND NOT TENDER THEIR SHARES PURSUANT TO THE OFFERS, INCLUDING FOR THE FOLLOWING REASONS:

the Offer Price significantly undervalues the Company, including based on the following considerations (subject to the qualifications and limitations described below under the heading “ — Reasons for the Recommendation” and “Item 8. Additional Information”):

to be above $600 million and the Company’s Leverage⁽¹⁾ is expected to end 2024 near the intermediate term target of 2.5x;

⁽¹⁾Equity free cash flow and Leverage are non-IFRS measures. Please see “Item 8. Additional Information — Use of Non-IFRS Terms” for more information on these measures.

the Offer Price is well below trading multiples for comparable listed companies:

while the average 2024 enterprise value to operating cash flow multiple of the Company’s Trading Peers² is 7.4x, the Offer Price represents a 37.3% discount to the price per Share implied by applying the same multiple to the Company; and

the Offer Price represents a discount to the most recent closing price of the Shares and the closing prices of the Shares on certain other key dates:

a discount of 2.2% to the closing price of $24.55 per Common Share on June 28, 2024, the last full trading day prior to the announcement of the Offers;

a discount of 3.1% to the closing price of $24.78 per Common Share on July 12, 2024, the last full trading day prior to the filing of this Schedule 14D-9;

the average control premia to undisturbed prices observed in all-cash TMT transactions involving targets that are considered to be large publicly listed companies in the United States and Europe over the past 15 years range between 17.4% and 46.4%, while the Offer Price represents a mere 1.8% premium to the closing price of $23.58 per Common Share on May 22, 2024, the last full trading day prior to Purchaser issuing a press release announcing that it was exploring a potential all cash tender offer for the Shares;

Purchaser states in the Offer to Purchase that it reasonably believes that the Offer Price “is fair to [u]naffiliated [s]hareholders seeking immediate liquidity”, while the Independent Committee evaluated and bases its recommendation on whether the Offer Price is fair to all of the Company’s unaffiliated shareholders.

Please see “ — Reasons for the Recommendation” below for further detail.

² “Trading Peers” include: Liberty Latin America Ltd. (LILA), America Movil S.A.B. de C.V. (AMX), Telefonica Brasil S.A. (VIVT3), and TIM Brasil Serviços e Participações S.A. (TIMS3). Entel S.A. (ENTEL) is not considered a relevant trading peer because of its lower profitability margins as a result of a different business model and product mix, as well as lower trading liquidity.

The Company’s shareholders can withdraw some or all of any Shares that they previously tendered into the Offers not later than one minute after 10:59 a.m. EST, or one minute after 4:59 p.m. CEST, on August 16, 2024 (i.e., the Expiration Time); provided that, exclusively in connection with the Swedish Offer, Purchaser has not announced that the conditions for completion of the Offers have been fulfilled. If the conditions for completion of the Offers, which Purchaser has reserved the right to waive, have not been satisfied or waived and remain during an extension of the Offers, the right to withdraw an acceptance will apply in the same manner throughout any such extension of the Offers.

For assistance in withdrawing Shares, the Company’s shareholders can contact their broker or the Company’s investor relations department at the following contact information:

Michel Morin, VP Investor Relations

investors@millicom.com

A copy of the press release relating to the recommendation of the Independent Committee that the Company’s shareholders reject the Offers and not tender their Shares pursuant to the Offers is filed as Exhibit (a)(5)(A) to this Schedule 14D-9 and is incorporated herein by reference.

Background of the Offers

The following chronology summarizes certain key events related to the Offers. The following chronology does not purport to catalogue every conversation by, of or among the members of the Board or Independent Committee, members of the Purchaser Group, the Company’s representatives, the Purchaser Group’s representatives and/or any other parties. The information set forth in the section of the Offer to Purchase entitled “Special Factors—Background” is incorporated herein by reference.

On November 4, 2022, Parent issued a press release confirming that it held an approximately 7% interest in the Company and stated that it was supportive of the strategy the Company presented in February 2022, the Board and the Company’s management team.

On February 24, 2023, Parent issued a press release announcing that it held an approximately 20% interest in the Company through Purchaser.

On May 23, 2024, Parent sent the Board a non-binding indication of interest (the “First Atlas Letter”) related to a potential all-cash offer for all of the Shares (including Shares represented by SDRs) that Parent and its affiliates did not then currently own, for a purchase price of $24.00 per Common Share (and the SEK equivalent per SDR). The proposal indicated that Parent had begun exploratory discussions with potential lenders to obtain debt financing for the potential offer. Later that day, Parent publicly announced that it had sent the First Atlas Letter and that it held an approximately 29.19% interest in the Company, and the Company publicly confirmed receipt of the First Atlas Letter.

At a meeting of the Board held on May 23, 2024, the Board formed the Independent Committee.

On June 5, 2024, Parent and the Company entered into a confidentiality agreement with Parent in connection with the potential offers.

On June 10, 2024, the Purchaser Group’s outside counsel held a call with the Company’s Chief Legal and Compliance Officer and Davis Polk & Wardwell LLP (“Davis Polk”), the Company’s counsel, to request certain additional information relating to regulatory approval matters in connection with the potential offers.

On June 11, 2024, representatives of the Purchaser Group, the Purchaser Group’s counsel and counsel to prospective lenders to the Purchaser Group held a call with the Company’s Chief Financial Officer, the Company’s Treasurer, the Company’s Chief Legal and Compliance Officer and Davis Polk to request certain additional information relating to the Company’s outstanding debt arrangements. Promptly following such call, the Company provided the Purchaser Group and its counsel with access to a virtual data room containing certain legal documentation relating to such debt arrangements.

On June 12, 2024, Parent sent the Board (i) a letter (the “Second Atlas Letter”) confirming its intent to move forward with a “recommended” voluntary all-cash tender offer at the same price indicated in the First Atlas Letter (less any dividend announced, resolved or paid, and adjusted to reflect significant asset disposals or other significant transactions, prior to settlement of the offer) and (ii) an information request list. The Second Atlas Letter noted that the proposed offer would be financed with up to $7.1 billion of debt provided by certain banks pursuant to financing agreements, the main terms of which were agreed and the long-form documentation for which was well advanced. The Second Atlas Letter stated that Parent expected to finalize all legal documentation required to launch its offer within three weeks and that it was working toward announcing the offer by the end of June or early July. The Second Atlas Letter further requested that the Company provide certain additional diligence materials.

On June 13, 2024, the Independent Committee met to discuss the Second Atlas Letter. The Independent Committee unanimously believed that the proposal reflected in the Second Atlas Letter significantly undervalued the Company. Over the course of June 13 through June 16, 2024, the Independent Committee regularly continued to discuss how to best respond to the Second Atlas Letter, given that it specified that Parent’s intent was to move forward with a “recommended” voluntary all-cash offer but neither (i) requested the Independent Committee’s recommendation (or what would be required therefor) nor (ii) suggested that the Purchaser Group was prepared to negotiate the Offer Price prior to launching the Offers.

On June 18, 2024, Mauricio Ramos, on behalf of the Independent Committee, sent a letter to Parent stating that Parent’s proposed offer price significantly undervalued the Company and further informed Parent that, given that Parent had neither raised its intended offer price nor indicated that it might raise its intended offer price despite the diligence materials and calls held with the Company’s management (which were limited and did not contain inside information), that the Independent Committee did not see a basis to provide any further diligence access to the Purchaser Group at that time. The letter also described additional information the Independent Committee would require should Parent wish to submit a revised proposal for the Independent Committee’s consideration.

On June 19, 2024, Parent, through its financial advisor, requested a meeting with the Independent Committee to occur during the following week.

On June 25, 2024, the Independent Committee held a meeting at which representatives of Goldman Sachs International (“Goldman Sachs”) and Morgan Stanley & Co. International plc (“Morgan Stanley” and, together with Goldman Sachs, the “Company Financial Advisors”), each in their capacity as financial advisors to the Company, and Davis Polk were present. The Independent Committee discussed Purchaser’s intended offer price with the Company Financial Advisors. The Independent Committee unanimously reaffirmed its belief that Parent’s proposed offer price significantly undervalued the Company.

On June 26, 2024, at Purchaser’s request, certain members of the Independent Committee held a meeting with representatives of the Purchaser Group to discuss the proposed offer. At the meeting, representatives of the Purchaser Group indicated that, despite the Independent Committee’s June 18, 2024 letter to Parent stating the Independent Committee’s belief that Parent’s proposed offer price would significantly undervalue the Company, Purchaser intended to move forward with the proposed offer in the near future and that the offer would be at a price of $24.00 per Common Share (and the SEK equivalent per SDR).

On June 27, 2024, the Independent Committee issued a press release (the “June 27 Press Release”) announcing (i) that it anticipated the Purchaser Group would launch an all-cash tender offer in the near term at a price of $24.00 per Common Share (and the SEK equivalent per SDR), notwithstanding the fact that the Independent Committee had previously informed the Purchaser Group that the Independent Committee unanimously believed that such an offer price would significantly undervalue the Company, and (ii) in light of the anticipated tender offer, and to support the Company’s shareholders in evaluating such tender offer, based on the Company’s preliminary review of financial performance for the second quarter of 2024 (which then continued, and still continues, to be subject to review by the Company’s management and auditor), the Independent Committee’s expectations as to certain financial performance (as discussed below).

On July 1, 2024, contrary to Purchaser’s stated intent in the Second Atlas Letter to pursue a “recommended” offer, Purchaser launched the Offers by issuing a press release (and subsequently on the same day obtained approval of the Offer to Purchase from the Swedish Financial Supervisory Authority) and filed with the SEC the Schedule TO.

On July 6, 2024, Nordea Bank Abp, filial i Sverige, Corporate Finance (“Nordea”) was engaged to provide an opinion to the Independent Committee in accordance with the Swedish Takeover Rules as to whether the offer price of $24.00 per Common Share and per SDR was fair, from a financial point of view, for the holders of Common Shares and SDRs (other than the Purchaser and its affiliates). Nordea is considered to be independent for purposes of, and as defined in, the Swedish Takeover Rules.

On July 12, 2024, the Independent Committee held a meeting at which Nordea rendered an oral opinion, subsequently confirmed in writing, to the effect that, as of July 12, 2024, and based upon and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken set forth in its written opinion, the offer price of $24.00 per Common Share and per SDR was not fair, from a financial point of view, for the holders of Shares (other than the Purchaser and its affiliates). The full text of the written opinion of Nordea, dated July 12, 2024, which sets forth the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken in connection with such opinion, is filed as Exhibit (a)(5)(C) to this Schedule 14D-9 and is also attached to the statement of the Independent Committee made under the Swedish Takeover Rules (the “Swedish Recommendation Statement”) filed as Exhibit (a)(2)(A) to this Schedule 14D-9. For further details on Nordea’s opinion, please see “Item 4. The Solicitation or Recommendation — Reasons for the Recommendation”.

Following Nordea’s delivery of its oral opinion, at meetings of the Independent Committee held on July 12, 2024 and July 15, 2024, the Independent Committee further discussed and considered the terms of the Offers and, after careful discussion and consideration, the Independent Committee unanimously determined that the Offers significantly undervalue the Company and are not in the best interests of the Company and its shareholders.

On July 15, 2024, the Company issued the Swedish Recommendation Statement by way of a press release, filed this Schedule 14D-9 with the SEC and issued a press release summarizing the filing of this Schedule 14D-9 and the Independent Committee’s recommendation that the Company’s shareholders reject the Offers and not tender their Shares pursuant to the Offers.

Reasons for the Recommendation

FOR THE REASONS SET FORTH BELOW, THE INDEPENDENT COMMITTEE UNANIMOUSLY RECOMMENDS THAT THE COMPANY’S SHAREHOLDERS REJECT THE OFFERS AND NOT TENDER THEIR SHARES PURSUANT TO THE OFFERS.

In evaluating the Offers, the Independent Committee consulted with the Company’s management, as well as with the Company Financial Advisors, Nordea (which was engaged to provide an opinion to the Independent Committee in accordance with the Swedish Takeover Rules as to whether the offer price of $24.00 per Common Share and per SDR was fair, from a financial point of view, for the holders of Common Shares and SDRs (other than the Purchaser and its affiliates)) and the Independent Committee’s counsel, Davis Polk, Nord Advokater KB and Advokatfirman Lindahl (with respect to Swedish legal matters) and Hogan Lovells (Luxembourg) LLP (with respect to Luxembourg legal matters).

The Independent Committee conducted an overall assessment and reviewed, considered and evaluated a significant amount of information and factors, including potential benefits, detriments and implications of the Offers to the Company and its shareholders that the Independent Committee considered relevant for its evaluation of the Offers. These factors included, but were not limited to, the current and historic market prices of the Shares, prevailing market conditions and opportunities and challenges in each market in which the Company operates, the Company’s strategic options and the Company’s expected future development and financial performance, as well as opportunities and risks related to the foregoing.

Further, and without limitation, the Independent Committee, in consultation with the Company’s management, the Company Financial Advisors and Nordea, analyzed the Offers using certain methods typically used for evaluating tender offers for publicly listed companies, including the implied valuation of the Company in the Offers relative to comparable publicly listed companies, the Offer Price relative to the price per share paid in comparable transactions, premia that were applicable in previous tender offers for comparable publicly listed companies, the Independent Committee’s belief of the stock market’s expectations in respect of the Company and the Independent Committee’s view of the Company’s long-term value, including based on the Company’s long-range plan and expected future cash flows.

The Independent Committee believes that, taken as a whole, the following factors support the Independent Committee’s decision to recommend that the Company’s shareholders reject the Offers and not tender their Shares pursuant to the Offers:

The Offer Price Significantly Undervalues the Company, Including Based on the Following Considerations:

The Offer Price Does Not Adequately Take Into Account Expectations Based on the Company’s Long-Range Plan That the Company Will Generate Equity Free Cash Flow⁽¹⁾ of $659 Million, $701 Million and $833 Million in 2024, 2025 and 2026, Respectively.

In evaluating the Offers and in the course of its deliberations leading to the determination to recommend that the shareholders of the Company reject the Offers and not tender their Shares pursuant to the Offers, the Independent Committee discussed with the Company’s management its most updated long-range plan for the Company (the “Long-Range Plan”) (which continues to be subject to review by the Company’s management and auditor), including the Company’s anticipated cash flow generation contemplated thereby, and which was based, in part, on the 2024Q2 Preliminary Financial Review (as defined below).

Accordingly, in connection with the Offers, and to support the Company’s shareholders in evaluating the Offers and the Independent Committee’s recommendation, the Independent Committee observes that the Long-Range Plan presently indicates the following expectations for the Company’s 2024 through 2026 fiscal years (the “Long-Range Plan Expectations”):

($ in millions)	2024E	2025E	2026E
Equity free cash flow⁽¹⁾	659	701	833
Leverage⁽¹⁾	2.4x	1.9x	1.5x

⁽¹⁾Equity free cash flow and Leverage are non-IFRS measures. Please see “Item 8. Additional Information — Use of Non-IFRS Terms” for more information on these measures.

The Long-Range Plan Expectations are underpinned by, among other things, recent cash flow outperformance (as announced in the June 27 Press Release and discussed below) and expected near-term cash flow improvement. While the Company has gone through a period of constrained cash flows over the last several years, given meaningful investments made by the Company in its business activities, including with respect to spectrum, capital expenditures and recent internal restructurings, the Company’s management believes this investment period is nearing conclusion and expects the Company’s cash flow generation to significantly increase over the coming years as reflected in the Long-Range Plan. However, the Long-Range Plan Expectations assume that no capital allocation activities or transactions, including distributions of dividends, share repurchases, strategic transactions or similar activities or transactions, have been undertaken by the Company in the relevant period(s).

Accordingly, taking into account risk-adjusted value, potential benefits, risks and uncertainties that may ultimately impact the accuracy of the Long-Range Plan, and subject to further changes in the Company’s business, assets, liabilities, financial condition, results of operations, management, competitive position, prospects and operating plans, as well as industry, economic and stock and credit market conditions, the Independent Committee believes that the intrinsic valuation of the Company implied by the Long-Range Plan is more favorable to the Company’s shareholders than the valuation implied by the Offer Price.

Note that the Company’s actual future financial results may differ materially from those expressed in the Long-Range Plan due to numerous factors, including many that are beyond the Company’s ability to control or predict. The above information about the Long-Range Plan should be read in light of the important disclosures set forth in “Item 8. Additional Information — Cautionary Statement” and “Item 8. Additional Information — Forward-Looking Statements”.

The Offer Price Does Not Adequately Take Into Account That, As Announced Previously and Based on Results Through Mid-June 2024, the Company’s Equity Free Cash Flow⁽¹⁾ for 2024 Is Expected to Be Above $600 Million.

The Long-Range Plan Expectations, and in particular the expectations regarding future cash flow, are supported by the Independent Committee’s prior announcement in the June 27 Press Release that, based on the preliminary review and report by the Company’s management of the Company’s financial performance for the second quarter of 2024 (which continues to be subject to review by the Company’s management and auditor) (the “2024Q2 Preliminary Financial Review”), the Independent Committee expects (the “Preliminary 2024 Expectations”):

the Company’s Equity free cash flow⁽¹⁾ for full year 2024 will be above $600 million, based on results through mid-June 2024 and taking into account potential risks that may impact performance (with this expectation not including the Company’s prior receipt of $46 million of net proceeds from its previously announced Colombia tower sale); and

the Company’s Leverage⁽¹⁾ will end 2024 near the intermediate term target of 2.5x.

The Preliminary 2024 Expectations also exclude proceeds that may be obtained from any future tower monetization. The Company has entered into exclusive negotiations regarding a sale and leaseback of a large portion of its tower portfolio.⁽²⁾

⁽¹⁾Equity free cash flow and Leverage are non-IFRS measures. Please see “Item 8. Additional Information — Use of Non-IFRS Terms” for more information about these measures.

⁽²⁾At this stage, it is not possible to say that a transaction is likely to materialize or to make any statement on the terms, timing or form of any potential transaction.

The Offer Price Is Well Below Trading Multiples for Comparable Listed Companies.

Relevant trading multiples, such as 2024 enterprise value to operating cash flow (“EV/OCF”) and the 2024 expected Equity free cash flow yield (defined as Equity free cash flow divided by market capitalization) (“EFCF yield”), which are commonly used by market participants to ascertain the value of telecommunications companies based on their proximity to cash flow generation vis-à-vis other trading metrics, do not support the valuation of the Company implied by the Offer Price.

The average EV/OCF multiple of the Company’s Trading Peers is 7.4x. The Offer Price represents a 37.3% discount to the price per Share implied by applying the same multiple to the Company.⁽¹⁾

The average EFCF yield of the Company’s Trading Peers is 10.5%. The Offer Price represents a 30.1% discount to the price per Share implied by applying the same yield to the Company.⁽¹⁾

⁽¹⁾Comparable multiples and yields are calculated on a proportionate basis, i.e., accounting for Operating cash flow and Equity free cash flow as per the Company’s definitions at each subsidiary level and adding it pro rata to the Company’s ownership in each subsidiary. Please see “Item 8. Additional Information — Use of Non-IFRS Terms”.

The Offer Price Represents a Discount to Closing Prices of the Shares on Certain Key Dates.

The Offer Price represents a discount of:

2.2% to the closing price of $24.55 per Common Share (or 1.4% to the closing price of SEK 258.0 per SDR, converted at a USD/SEK exchange rate of 10.60) on June 28, 2024, the last full trading day prior to the announcement of the Offers;

0.3% to the volume weighted average price of $24.07 per Common Share (or 0.2% to the volume weighted average price of SEK 252.7 per SDR, converted at an observed USD/SEK exchange rate of 10.51) for the 30-day trading period ending on June 28, 2024, the last full trading day prior to the announcement of the Offers; and

3.1% to the closing price of $24.78 per Common Share (or 2.3% to the closing price of SEK 258.8 per SDR, converted at a USD/SEK exchange rate of 10.53) on July 12, 2024, the last full trading day prior to the filing of this Schedule 14D-9.

The trading price of the Shares has remained above the Offer Price (in both USD per Common Share and SEK per SDR) ever since the Offers were launched on July 1, 2024, and through July 12, 2024, suggesting that, for so long as trading prices remain higher than the Offer Price, shareholders who wish to sell their Shares may be able to do so in the market and obtain a higher price and a quicker and more certain settlement than they would by tendering their Shares pursuant to the Offers.³

The Offer Price Does Not Reflect a Reasonable Control Premium Consistent with Comparable Transactions.

The Offer Price represents a mere 1.8% premium to the closing price of $23.58 per Common Share (or a 2.4% premium to the closing price of SEK 251.6 per SDR, converted at an assumed USD/SEK exchange rate of 10.73) on May 22, 2024, the last full trading day prior to Purchaser issuing a press release announcing that it was exploring a potential all cash tender offer for the Shares.

However, relative to undisturbed prices observed in all-cash TMT transactions involving targets that are considered to be large publicly listed companies in the United States and Europe (i.e., publicly listed companies with over $1.0 billion of estimated enterprise value) over the past 15 years:

average control premia range between 17.4% and 46.4%;⁴

the median control premium is 28.9%.

The Potential Value of Ongoing and Potential Strategic Transactions and Alternatives, Including That the Company May Evaluate Whether to Distribute Dividends and/or Implement a Share Repurchase Program or Otherwise Return Capital to Its Shareholders, Further Supports That the Offer Price Significantly Undervalues the Company.

The Company has been, in the ordinary course of its business, considering various strategic transactions that may materialize in the future and result in improvements to the Company’s cash flow generation (including further improvements that are currently not contemplated by the Long-Range Plan).

Given the Long-Range Plan Expectations, and in particular the Company’s expected anticipated cash flow generation, the Company may, between 2024 and 2026, have excess cash sufficient to distribute dividends and/or implement a share repurchase program. As a result, the Company may, as part of its analysis of potential strategic transactions and alternatives, review the Company’s capital allocation framework and evaluate whether to propose resuming or implementing, subject to obtaining all requisite approvals, a new share buyback program and/or distribute to the Company’s shareholders all or a portion of excess capital generated by the Company. If the Company takes any such action, it will have an impact on the Long-Range Plan Expectations.

³ This fact is included solely to describe one factor that supported the Independent Committee’s recommendation and constitutes neither investment advice nor, in and of itself, a recommendation of the Independent Committee.

⁴ Range corresponds to the 25th and 75th percentile premia to undisturbed prices observed in transactions greater than $1.0 billion enterprise value involving TMT companies publicly listed in the United States and Europe announced between January 2009 and May 2024.

Any determination to distribute dividends, adopt share repurchase programs or otherwise remunerate shareholders in the future will be at the discretion of the Board (as to interim dividends) and at the discretion of the Company’s shareholders at the annual general meeting upon recommendation of the Board and will depend upon the Company’s ultimate actual results of operations, financial condition, distributable reserves, contractual restrictions, restrictions imposed by applicable law and other factors the Board and the Company’s shareholders at an annual general meeting, respectively, deem relevant. In addition, there can be no assurance that any future share repurchase program will be fully consummated. The amount, timing and execution of any share repurchase program may fluctuate based on the Company’s priorities for the use of cash or as a result of changes in cash flows, tax laws and the market price of the Shares.

The Independent Committee Has Received an Opinion from Nordea Stating That, as of July 12, 2024, and Based Upon and Subject to the Matters Considered, the Procedures Followed, the Assumptions Made and Various Limitations of and Qualifications to the Review Undertaken Set Forth in Its Written Opinion, the Offer Price of $24.00 per Common Share and per SDR Is Not Fair, from a Financial Point of View, for the Holders of Common Shares and SDRs (Other Than the Purchaser and Its Affiliates).

The full text of the written opinion of Nordea, dated July 12, 2024, which sets forth the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken in connection with such opinion, is filed as Exhibit (a)(5)(C) to this Schedule 14D-9 and is attached to the Swedish Recommendation Statement filed as Exhibit (a)(2)(A) to this Schedule 14D-9.

Nordea provided its opinion solely for the information and assistance of the Independent Committee in connection with its consideration of the Offers. Nordea’s opinion does not constitute a recommendation to any holder of Common Shares or SDRs in the Company as to whether or not the holders of Common Shares and SDRs should accept the Offers or any other matter. Nordea’s opinion was provided under, and solely for purposes of, the Swedish Takeover Rules and was prepared following customary Swedish standards and processes, which may differ from those customarily followed in the United States or elsewhere.

Purchaser States It Reasonably Believes the Offer Price Is Fair to Shareholders “Seeking Immediate Liquidity,” While the Independent Committee Evaluated and Bases Its Recommendation on Whether the Offer Price Is Fair to All Shareholders.

The Independent Committee observed that the Purchaser Group expressly states in the Offer to Purchase that it reasonably believes that the Offer Price “is fair to [u]naffiliated [s]hareholders seeking immediate liquidity” (emphasis added), but does not expressly state that it reasonably believes the Offer Price is fair to all unaffiliated shareholders.

However, in evaluating the Offers and in the course of its deliberations leading to the determination to recommend that the shareholders of the Company reject the Offers and not tender their Shares pursuant to the Offers, the Independent Committee considered whether the Offer Price is fair to all of the Company’s shareholders unaffiliated with the Purchaser Group.

The Offers Could Preclude the Company’s Shareholders from Receiving a Control Premium. The fact that if the Offers are completed, including if Purchaser waives the Minimum Tender Condition and the Offers are accepted to such extent that Purchaser becomes the owner of Shares representing more than 50% of the outstanding Shares, Purchaser would acquire control of the Company without paying a control premium. Even if Purchaser waives the Minimum Tender Condition and the Offers are accepted only to such extent that Purchaser becomes the owner of Shares representing at least 33¹⁄₃% of the Company’s outstanding Shares (being the “mandatory bid threshold” under Luxembourg law), the Purchaser Group could continue to purchase Shares in the open market without paying a control premium. There can be no assurance that the Company would be able to take any action to prevent or hinder the Purchaser Group from acquiring additional Shares without paying a control premium.

The Offers Could Deter Superior Offers. The fact that any increased ownership of the Company by the Purchaser Group, even if the Minimum Tender Condition is waived, could significantly deter other parties potentially interested in an acquisition of, or combination with, the Company from pursuing that opportunity, even if such parties would be willing to pay more than the Offer Price.

The Offers Could Result in Purchaser Being a Majority Shareholder. The risk that if following the Offers (including if Purchaser chooses to waive the Minimum Tender Condition but becomes the owner of Shares representing more than 50% of the Shares) Purchaser holds a majority of the voting rights in the Company, the Company would have a majority shareholder that would be able to control certain matters requiring approval by the Company’s shareholders, including the election of directors and other matters, and could approve or block corporate actions in ways that are contrary to the interests of the Company’s other shareholders.

The Offers Could Reduce Liquidity. The fact that, while the Schedule TO states that if Purchaser holds securities representing not less than 95% of the capital carrying voting rights and 95% of the voting rights in the Company following the Offers, Purchaser may request that the remaining Company shareholders transfer their Shares to Purchaser in exchange for a fair price (as determined in accordance with applicable Luxembourg law) (a “Takeover Squeeze-Out”), Purchaser does not state in the Schedule TO that it intends to effect or pursue a Takeover Squeeze-Out. If Purchaser completes the Suspension but does not exercise a Takeover Squeeze-Out, it may be exceedingly burdensome for Company shareholders to sell their Shares, other than pursuant to a Takeover Sell-Out (which would be available only if Atlas and its affiliates hold, as a result of the Offers, Shares constituting more than 90% of the voting rights in the Company). Given the foregoing and Purchaser’s ability to waive the Minimum Tender Condition, the Offers could, by further consolidating Purchaser’s ownership of the Company, reduce liquidity of the Shares, which could have an adverse effect on the Company’s stock price and could jeopardize the existence of an active trading market for the Shares.

The Offers Are Conditional. The fact that the Offers are highly conditional (including the fact that the Offers are subject to obtaining clearance under applicable antitrust laws in the U.S., Bolivia and Colombia) and the fact that Purchaser has reserved the ability to waive the conditions to the Offers. All of the conditions to the Offers are for the sole benefit of the Purchaser Group. Further, certain conditions involve a level of subjectivity, potentially allowing Purchaser to unilaterally determine, correctly or incorrectly, that such conditions have not been met.

In addition, the Independent Committee was aware of and considered the interests that the Company’s directors and executive officers may have with respect to the Offers that differ from, or are in addition to, the interests of the Company’s shareholders generally.

The foregoing discussion of the Independent Committee’s reasons for its recommendation that the Company’s shareholders reject the Offers and not tender their Shares pursuant to the Offers is not intended to be exhaustive, but the Independent Committee believes it includes all the material information and factors considered by the Independent Committee. In view of the wide variety of factors considered in connection with its evaluation of the Offers and the complexity of these matters, the Independent Committee did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative or specific weight or values to any of these factors. Rather, the Independent Committee based its unanimous recommendation on an overall analysis and on the totality of the information presented to and factors considered by it. In addition, in considering the factors described above, individual members of the Independent Committee may have given different weights to different factors.

IN LIGHT OF THE FOREGOING, THE INDEPENDENT COMMITTEE UNANIMOUSLY RECOMMENDS THAT THE COMPANY’S SHAREHOLDERS REJECT THE OFFERS AND NOT TENDER THEIR SHARES PURSUANT TO THE OFFERS.

Certain of the Independent Committee’s reasons for its recommendation and the explanation and related information set forth above in this section are forward-looking in nature and, therefore, should be read in light of the important disclosures set forth in “Item 8. Additional Information — Cautionary Statement” and “Item 8. Additional Information — Forward-Looking Statements”.

Intent to Tender

To the Company’s knowledge, after making reasonable inquiry, the Company’s executive officers, directors, affiliates or subsidiaries currently intend to hold and not tender any Shares held of record or beneficially owned by such persons, except for Thomas Reynaud, who the Company assumes, given his relationship with the Purchaser Group, intends to tender, or cause to be tendered, all of the Shares he holds of record or beneficially owns pursuant to the Offers.

ITEM 5. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED

Following the commencement of the Offers, Nordea was engaged to provide an opinion to the Independent Committee in accordance with the Swedish Takeover Rules as to whether the offer price of $24.00 per Common Share and per SDR was fair, from a financial point of view, for the holders of Common Shares and SDRs (other than the Purchaser and its affiliates). In connection with its engagement, Nordea delivered an opinion, which is filed as Exhibit (a)(5)(C) to this Schedule 14D-9, is attached to the Swedish Recommendation Statement filed as Exhibit (a)(2)(A) to this Schedule 14D-9 and is incorporated herein by reference. In exchange for providing such opinion, Nordea will receive a fixed fee of $1,750,000, which became payable upon delivery of the opinion and is payable whether or not the Offers are consummated and is not contingent upon the Offer Price or the level of acceptance of the Offers by the Company’s shareholders. Nordea will also be reimbursed for certain expenses arising out of or in connection with the engagement and will be indemnified against certain liabilities relating to or arising out of the engagement.

Goldman Sachs and Morgan Stanley are acting as financial advisors to the Company. Each of Goldman Sachs and Morgan Stanley is being engaged to, among other things, provide analysis and considerations of the Company’s response to the Offers. Goldman Sachs and Morgan Stanley were selected based on their respective qualifications, expertise, reputation and relevant experience. The Company is negotiating engagement letters with each of Goldman Sachs and Morgan Stanley under which it will pay each of them advisory fees and reimburse each of them for certain of their reasonable expenses in connection with their engagements. The Company will also indemnify each of Goldman Sachs and Morgan Stanley against certain liabilities relating to or arising out of their engagements.

Except as set forth above, neither the Company nor any person acting on its behalf has or currently intends to employ, retain or compensate any person to make solicitations or recommendations in connection with the Offers.

ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY

Except as set forth in the table below, and except as set forth in the Schedule TO under the section entitled “Item 8. Interest in Securities of the Subject Company”, which section is incorporated herein by reference, no transactions with respect to the Common Shares or SDRs have been effected by the Company or, to the knowledge of the Company after making reasonable inquiry, by any of its executive officers, directors, affiliates or subsidiaries during the last 60 days prior to the date of this Schedule 14D-9.

Name of Person Effecting Transaction	Date of Transaction	Nature of Transaction⁽¹⁾	Number of SDRs	Average price per SDR⁽²⁾
Millicom International Cellular S.A.	5/22/2024	Repurchase of SDRs	2,275	SEK 253.6489
Millicom International Cellular S.A.	5/21/2024	Repurchase of SDRs	7,426	SEK 256.3550
Millicom International Cellular S.A.	5/20/2024	Repurchase of SDRs	7,463	SEK 256.7634
Millicom International Cellular S.A.	5/17/2024	Repurchase of SDRs	7,300	SEK 254.1299
Millicom International Cellular S.A.	5/16/2024	Repurchase of SDRs	7,277	SEK 254.1169

⁽¹⁾

All purchases were made pursuant to the Company’s share repurchase program announced on December 15, 2023 and were carried out on Nasdaq Stockholm by Citigroup Global Markets Limited on behalf of the Company.

⁽²⁾

Excludes commissions.

ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS

Pursuant to resolutions of the Board, the Independent Committee has been delegated exclusive power and authority to, among others things, manage all matters on behalf of the Company related to the Offers.

For the reasons discussed in “Item 4. The Solicitation or Recommendation — Reasons for the Recommendation” above, the Independent Committee unanimously determined that the Offers significantly undervalue the Company and are not in the best interests of the Company and its shareholders. Accordingly, this Schedule 14D-9 sets forth the Independent Committee’s recommendation that the Company’s shareholders reject the Offers and not tender their Shares pursuant to the Offers.

The Company regularly maintains discussions with third parties in the industries in which it participates regarding possible business transactions and otherwise, in the ordinary course of its business, considers various strategic transactions. The Company has not ceased such activity as a result of the Offers and expects to continue such activity. The Company’s policy has been, and continues to be, not to disclose or comment on the existence or content of any such discussions with third parties or potential strategic transactions (except as may be required by applicable law or regulations).

Except as set forth in this Schedule 14D-9 or as incorporated in this Schedule 14D-9 by reference, the Company (as the subject company) is not undertaking or engaged in any negotiations in response to the Offers that relate to: (i) a tender offer for, or other acquisition of, the Company’s securities by the Company, any of its subsidiaries or any other person; (ii) any extraordinary transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (iii) any purchase, sale or transfer of a material amount of assets of the Company or any of its subsidiaries; or (iv) any material change in the present dividend rate or policy, or indebtedness or capitalization of the Company.

Except as set forth in this Schedule 14D-9 or as incorporated in this Schedule 14D-9 by reference, there has been no transaction, Board or Independent Committee resolution, agreement in principle or signed contract entered into in response to the Offers that relates to, or would result in, one or more of the matters referred to in this Item 7.

ITEM 8. ADDITIONAL INFORMATION

Under Luxembourg Law, Shareholder Approval of a Takeover Squeeze-Out Is Not Required

The Purchaser Group has stated that if the Offers are consummated, subject to applicable law, the Purchaser Group would have the right to exercise a Takeover Squeeze-Out, as a result of which the other remaining Company shareholders would transfer their Shares to Purchaser in exchange for a fair price (as determined in accordance with applicable Luxembourg law). Pursuant to Article 15 paragraph 5 of the Luxembourg Takeover Law, the Offer Price is presumed to be fair for a Takeover Squeeze-Out if Purchaser, through acceptance of the Offers, succeeded in acquiring securities representing not less than 90% of the share capital of the Company carrying voting rights comprised in the Offers. A Takeover Squeeze-Out would not require the approval of any other Company shareholders.

Appraisal Rights

No appraisal rights are available to holders of Shares in connection with the Offers.

Regulatory Approvals

Except as set forth in this Schedule 14D-9 and in the Offer to Purchase, the Company is not aware of any material filing, approval or other action by or with any governmental authority or administrative or regulatory agency that would be required for Purchaser to acquire or own Shares pursuant to the Offers. There can be no assurance that a challenge to the Offers relating to regulatory approvals will not be made, or if such a challenge is made, what the result will be.

Cautionary Statement

In connection with its review and evaluation of the Offers, the Independent Committee considered (i) the 2024Q2 Preliminary Financial Review, which was the basis of the Preliminary 2024 Expectations and (ii) the Long-Range Plan, which was the basis of the Long-Range Plan Expectations. The 2024Q2 Preliminary Financial Review and the Long-Range Plan are referred to collectively as the “Expectation Details” and the Preliminary 2024 Expectations and the Long-Range Plan Expectations are referred to collectively as the “Expectations”.

The Expectations included in this Schedule 14D-9 are intended solely to provide the Company’s shareholders access to certain of the Independent Committee’s interpretations of the Expectation Details that were made available to the Independent Committee, the Company Financial Advisors and Nordea. The Expectation Details and the Expectations are not being included in this Schedule 14D-9 to influence the decision of any Company shareholders regarding whether to tender Shares in the Offers or for any other purpose. The Expectation Details on which the Expectations were based may include projections that differ from publicly available analyst estimates and projections and do not take into account any events or circumstances after the date they were prepared, including the announcement of the Offers.

The Expectation Details on which the Expectations were based are necessarily based on numerous variables, estimates, assumptions and judgments made by the Company’s management, based on information available at the time the Expectation Details were developed, with respect to industry performance and competition, general business, economic, regulatory, market and financial conditions, other future events and matters specific to the Company’s business, all of which are inherently uncertain, difficult to predict and many of which are beyond the Company’s control. There can be no assurances that the Expectations will accurately reflect future trends or accurately estimate the Company’s future financial and operating performance.

Additionally, calculations of the Expectations (and the underlying Expectation Details) assume that no capital allocation activities or transactions, including distributions of dividends, share repurchases, strategic transactions or similar activities or transactions, have been undertaken by the Company in the relevant period(s).

The Expectation Details on which the Expectations were based are also inherently based on assumptions as to certain business decisions that are subject to change. Important factors that may affect actual results and cause the Expectations not to be achieved include, but are not limited to, risks and uncertainties relating to the Company’s business (including the ability to achieve strategic goals, objectives and targets over the applicable periods), industry performance and competition, general business, economic, regulatory, market and financial conditions and other factors described in or referenced below in the section “Item 8. Additional Information — Forward-Looking Statements” and those risks and uncertainties detailed in the Company’s public filings with the SEC, including those set forth in the Annual Report under the section entitled “Part I — Item 3. Key Information — D. Risk Factors”. Accordingly, there can be no assurance that the Expectations will be realized, and actual results may vary materially from the Expectations. Modeling and forecasting the future performance of a provider of fixed and mobile telecommunications services is a highly speculative endeavor.

The Expectations include certain financial measures which are not IFRS measures. Such financial measures should not be considered in isolation from, or as a substitute for, financial information presented in accordance with IFRS. The Company’s calculations of these financial measures may differ from others in its industry and are not necessarily comparable with information presented under similar captions used by other companies. Please see “—Use of Non-IFRS Terms” below for more information about these measures.

The Expectation Details on which the Expectations were based were the responsibility of the Company’s management. Neither Ernst & Young Société anonyme (“EY”), the Company’s independent registered public accounting firm, nor any other auditing firm, has audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the Expectation Details and, accordingly, neither EY nor any other auditing firm has expressed any opinion or any other form of assurance with respect thereto.

The inclusion of the Expectations in this Schedule 14D-9 should not be regarded as an indication that the Company, the Company Financial Advisors, Nordea or any of their respective affiliates, officers, directors, advisors or representatives considered or consider the Expectations to be predictive of actual future events, and the Expectations should not be relied on as such. None of the Company, the Company Financial Advisors, Nordea nor any of their respective affiliates, officers, directors, advisors or representatives can give any assurance that actual results will not differ materially from the Expectations.

None of the Company, the Company Financial Advisors, Nordea or any of their respective affiliates, officers, directors, advisors or representatives has made or makes any representation to any Company shareholder or other investor regarding the ultimate performance of the Company compared to the Expectations or that the Expectations will be achieved.

In light of the foregoing factors and the uncertainties inherent in the Expectations, Company shareholders and other investors are cautioned not to place undue, if any, reliance on the Expectations.

None of the Company nor any of its affiliates, officers, directors, advisors or other representatives undertakes any obligation to update or otherwise revise or reconcile any Expectations to reflect circumstances existing after the date the Expectation Details were generated or the Expectations were formed or to reflect the occurrence of subsequent or future events even in the event that any or all of the assumptions underlying the Expectations are shown to be in error. The Company undertakes no responsibility to make publicly available any update or other revision to the Expectations except as required by law.

Forward-Looking Statements

This Schedule 14D-9 contains statements that constitute “forward-looking” statements under U.S. federal securities laws, including certain forward-looking statements concerning the Company’s intentions, beliefs or current expectations regarding the Company’s future financial results, plans, liquidity, prospects, growth, strategy and profitability, as well as the general economic conditions of the industries and countries in which the Company operates. Forward-looking statements include the Expectations, the Expectation Details, statements concerning the Company’s plans, objectives, goals, strategies, future events, future sales or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, the Company’s competitive strengths and weaknesses, the Company’s business strategy and the trends the Company anticipates in the industries and the economic, political and legal environments in which the Company operates and other information that is not historical information.

Many of the forward-looking statements contained in this Schedule 14D-9 can be identified by the use of forward-looking words such as “anticipate”, “believe”, “could”, “expect”, “should”, “plan”, “intend”, “estimate” and “potential”, among others. These statements appear in a number of places in this Schedule 14D-9 and include, but are not limited to, statements regarding the Company’s intent, belief or current expectations with respect to:

global economic conditions, foreign exchange rate fluctuations and high inflation, as well as local economic conditions in the markets the Company serves, which can be impacted by geopolitical developments outside of the Company’s principal geographic markets;

potential disruption due to diseases, pandemics (including the COVID-19 virus), political events, armed conflict and acts by terrorists;

telecommunications usage levels, including traffic, customer growth and the accelerated transition from traditional to digital services;

competitive forces, including pricing pressures, piracy, the ability to connect to other operators’ networks and the Company’s ability to retain market share in the face of competition from existing and new market entrants as well as industry consolidation;

the achievement of the Company’s operational goals, financial targets and strategic plans, including the anticipated efficiencies and savings of the Company’s cost-reduction project, the acceleration of cash flow growth and the expansion of the Company’s fixed broadband network;

legal or regulatory developments and changes, or changes in governmental policy, including with respect to the availability and terms and conditions of spectrum and licenses, the level of tariffs, laws and regulations which require the provision of services to customers without charging, tax matters, controls or limits on the purchase of U.S. dollars, the terms of interconnection, customer access and international settlement arrangements;

the achievement of environmental, social and governance targets, including through the use of solar panels and other methods that aim to lower the energy consumption of the Company’s networks, such as the increased implementation of Fiber-to-the-Home, and various diversity, equity and inclusion targets;

the Company’s ability to grow the Company’s mobile financial services business in the Company’s Latin American markets;

adverse legal or regulatory disputes or proceedings;

the success of the Company’s business, operating and financing initiatives and strategies, including partnerships and capital expenditure plans;

the Company’s expectations regarding the growth in fixed broadband penetration rates and the return that the Company’s investment in broadband networks will yield;

the level and timing of the growth and profitability of new initiatives, start-up costs associated with entering new markets, the successful deployment of new systems and applications to support new initiatives;

the Company’s ability to create a new organizational structure for the Tigo Money business and manage it independently to enhance its value;

the Company’s ability to optimize the utilization and capital structure of the Company’s tower assets, and increase the Company’s network coverage, capacity and quality of service by focusing capital on other fixed assets;

relationships with key suppliers and costs of handsets and other equipment;

disruptions in the Company’s supply chain due to economic and political instability, the outbreak of war or other hostilities, public health emergencies, natural disasters and general business conditions;

the Company’s ability to successfully pursue acquisitions, investments or merger opportunities, integrate any acquired businesses in a timely and cost-effective manner, divest or restructure assets and businesses, and achieve the expected benefits of such transactions;

the availability, terms and use of capital, the impact of regulatory and competitive developments on capital outlays, the ability to achieve cost savings and realize productivity improvements;

technological development and evolving industry standards, including challenges in meeting customer demand for new technology and the cost of upgrading existing infrastructure;

the capacity to upstream cash generated in operations through dividends, royalties, management fees and repayment of shareholder loans;

other factors or trends affecting the Company’s financial condition or results of operations; and

various other factors, including without limitation those described under “Part I — Item 3. Key Information — D. Risk Factors” in the Annual Report.

This list of important factors is not exhaustive. You should carefully consider the foregoing factors and other uncertainties and events, especially in light of the political, economic, social and legal environments in which the Company operates. Forward-looking statements are only the Company’s current expectations and are based on the Company’s management’s beliefs and assumptions and on information currently available to the Company’s management. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements as a result of various factors, including, but not limited to, those identified under “Part I — Item 3. Key Information — D. Risk Factors” in the Annual Report.

The Company does not intend to update any of these forward-looking statements to reflect events or circumstances that occur after the date hereof except as required by law.

Use of Non-IFRS Terms

Non-IFRS Measures

This Schedule 14D-9 contains financial measures that are not prepared in accordance with IFRS. These measures are referred to as “non-IFRS” measures, and they are not uniformly or legally defined financial measures. Non-IFRS measures are not substitutes for IFRS measures in assessing the Company’s overall operating performance. Because non-IFRS measures are not determined in accordance with IFRS, and are susceptible to varying calculations, non-IFRS measures may not be comparable to other similarly titled measures presented by other companies.

The Company does not reconcile its forward-looking non-IFRS financial measures to the nearest equivalent IFRS measures because such reconciliations are not available without unreasonable efforts, including due to the difficulty in making accurate forecasts and projections and/or certain information not being ascertainable or accessible.

Non-IFRS measures are included in this Schedule 14D-9 because they are used by the Company’s management, and the Company believes they provide investors with additional background for the analysis of certain information set forth in this Schedule 14D-9. The Company’s management uses non-IFRS measures to make operating decisions, as they facilitate additional internal comparisons of the Company’s performance to historical results, and provides them to investors for additional insight into the Company’s operating performance.

Non-IFRS measures have limitations as analytical tools. The non-IFRS measures used by the Company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies. In addition, non-IFRS measures should not be considered in isolation as a substitute for, or as superior to, financial measures calculated in accordance with IFRS. The Company’s financial results calculated in accordance with IFRS and reconciliations to those financial statements should be carefully evaluated.

Description of Non-IFRS Measures

EBITDA is operating profit excluding impairment losses, depreciation and amortization, and gains/losses on fixed asset disposals.

EBITDA after Leases (EBITDAaL) represents EBITDA after lease interest expense and depreciation charge.

Net debt is Debt and financial liabilities, including derivative instruments (assets and liabilities), less cash and pledged and time deposits.

Leverage is the ratio of Net debt over LTM (Last twelve month) EBITDAaL, proforma for acquisitions made during the last twelve months.

Capex is balance sheet capital expenditure excluding spectrum and license costs and lease capitalizations.

Cash Capex represents the cash spent in relation to capital expenditure, excluding spectrum and licenses costs.

Operating Cash Flow (OCF) is EBITDA less Capex.

Operating Free Cash Flow (OFCF) is EBITDA, less cash capex, less spectrum paid, working capital and other non-cash items, and taxes paid.

Equity Free Cash Flow (EFCF) is OFCF less finance charges paid (net), lease interest payments, lease principal repayments, and advances for dividends to non-controlling interests, plus cash repatriation from joint ventures and associates.

Where You Can Find Additional Information

For additional information regarding the business and the financial results of the Company, please see the Annual Report, the Company’s Current Reports on Form 6-K filed from time to time with the SEC and other public filings of the Company made from time to time with the SEC, which can be obtained free of charge at the SEC’s website at www.sec.gov.

Concurrently with the filing of this Schedule 14D-9, the Independent Committee is issuing a press release announcing its recommendation and certain of the Expectations disclosed in this Schedule 14D-9.

ITEM 9. EXHIBITS

The following Exhibits are filed herewith or incorporated herein by reference:

Exhibit No.		Description
(a)(1)(A)		Offer to Purchase, dated July 1, 2024 (incorporated by reference to Exhibit (a)(1)(A) to the Schedule TO of Atlas Luxco S.à r.l., Atlas Investissement, NJJ Holding, Xavier Niel and Maxime Lombardini, filed July 1, 2024 (the “Schedule TO”)).
(a)(1)(B)		Form of Letter of Transmittal (incorporated by reference to Exhibit (a)(1)(B) to the Schedule TO).
(a)(1)(C)		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit (a)(1)(C) to the Schedule TO).
(a)(1)(D)		Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit (a)(1)(D) to the Schedule TO).
(a)(2)(A)*		Swedish Recommendation Statement, dated July 15, 2024, including opinion of Nordea, dated July 12, 2024.
(a)(5)(A)*		Press Release of the Independent Committee, dated July 15, 2024.
(a)(5)(B)		Press Release of the Independent Committee, dated June 27, 2024 (incorporated by reference to the Company’s Current Report on Form 6-K, filed June 28, 2024).
(a)(5)(C)*		Opinion of Nordea, dated July 12, 2024.
(e)(1)*		Excerpts (Items 6.A., 6.B., 6.C., 7.A. and 7.B.) of the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2023, filed with the SEC on March 12, 2024.

* Filed herewith.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 14D-9 is true, complete and correct.

	MILLICOM INTERNATIONAL CELLULAR S.A.


	By:	/s/ Salvador Escalón
		Name: Salvador Escalón Title: Executive Vice President, Chief Legal and Compliance Officer

Date: July 15, 2024

Exhibit (a)(2)(A)

The independent committee of the Board of Directors of Millicom (Tigo) unanimously recommends that shareholders and SDR holders not accept the public cash offers made by Atlas Luxco S.à r.l. and gives an update on Millicom’s long-range plan

(issued pursuant to the Swedish Takeover Rules)

For the reasons further discussed in Section 3 below, the independent committee is of the opinion that the public cash takeover offers made by Atlas Luxco S.à r.l. significantly undervalue Millicom and recommends that shareholders and SDR-holders not accept the offers.

In support of its recommendation and to provide shareholders and SDR holders with further information in view of their decision on whether to accept the offers, the independent committee gives an update on Millicom’s long-range plan as further discussed in Section 3.2 below. The update includes the independent committee’s expectations of Equity free cash¹ flow and Leverage¹ for 2024 through 2026.

Background

Luxembourg, 15 July, 2024 – This statement is made by the independent committee² (the “Independent Committee”) of the board of directors of Millicom International Cellular S.A. (“Millicom”) pursuant to section II.19 of the Takeover Rules for Nasdaq Stockholm and Nordic Growth Market NGM (the “Takeover Rules”).

On July 1, 2024, Atlas Luxco S.à r.l. (“Atlas”), a subsidiary of Atlas Investissement S.A.S., announced separate but concurrent public offers in Sweden (the “Swedish Offer”) and the United States (the “US Offer”, and together with the Swedish Offer, the “Offers”) to the shareholders in Millicom to tender all of their outstanding common shares in Millicom (the “Common Shares”), including Swedish Depositary Receipts representing Common Shares (with each Swedish Depositary Receipt representing one Common Share) (the “SDRs,” and together with the Common Shares, the “Shares”) to Atlas, for USD 24.00 per Common Share and USD 24.00 per SDR (the “Offer Price”). The offer price of USD 24.00 per SDR currently corresponds to SEK 252.8.³ The Offers value the total number of outstanding Shares in

¹ Equity free cash flow and Leverage are non-IFRS measures. Please see Section 3.2 below for more information on these measures.

² Due to a conflict of interest based on their relationship with Atlas (as defined below), Aude Durand, Maxime Lombardini and Thomas Reynaud have not participated in the Millicom Board’s handling of matters related to the Offers. All such matters have been delegated to and handled by the Independent Committee, which is comprised of the unconflicted members of the Millicom Board, namely Mauricio Ramos (the Chair of the Board), Maria Teresa Arnal, Bruce Churchill, Justine Dimovic, Tomas Eliasson and Blanca Treviño de Vega. Given these circumstances, Section III of the Takeover Rules is applicable to the Swedish Offer.

³ The Offer Price per SDR in SEK to be paid to the holders of SDRs will be set by Atlas based on a USD/SEK exchange rate close to the settlement date of the Swedish Offer. The calculation of SEK 252.8 above is based on a USD/SEK exchange rate of 10.53 (the official currency exchange rate as of 12 July, 2024).

Millicom at approximately USD 4.1 billion (currently corresponding to SEK 43.2 billion). Holders of Common Shares and SDRs are collectively referred to below as “Shareholders”.

The Offer Price represents:

A negative premium of -1.4 per cent compared to the closing SDR price on Nasdaq Stockholm of SEK 258.0 on June 28, 2024, the last full trading day prior to the announcement of the Offers (converted at a USD/SEK exchange rate of 10.60);

A limited premium of 2.4 per cent compared to the closing SDR price on Nasdaq Stockholm of SEK 251.6 on May 22, 2024, the last full trading day prior to Atlas issuing a press release announcing that it was exploring a potential all cash tender offer for the Shares (converted at an assumed USD/SEK exchange rate of 10.73);

A negative premium of -0.2 per cent compared to the volume-weighted average SDR price on Nasdaq Stockholm of SEK 252.7, for the 30-day trading period ending on June 28, 2024, the last full trading day prior to the announcement of the Offers (converted at an observed USD/SEK exchange rate of 10.51);

A negative premium of -2.2 per cent compared to the closing share price on Nasdaq US of USD 24.55 on June 28, 2024, the last full trading day prior to the announcement of the Offers;

A limited premium of 1.8 per cent compared to the closing share price on Nasdaq US of USD 23.58 on May 22, 2024, the last full trading day prior to Atlas issuing a press release announcing that it was exploring a potential all cash tender offer for the Shares; and

A negative premium of -0.3 per cent compared to the volume-weighted average share price on Nasdaq US of USD 24.07, for the 30-day trading period ending on June 28, 2024, the last full trading day prior to the announcement of the Offers.

According to the offer document for the Offers (the “Offer to Purchase”), which was made public by Atlas on July 1, 2024, the initial acceptance period for the Offers commenced on July 1, 2024, and ends on August 16, 2024 (such period, including any extension, the “Offer Period”). The estimated date of settlement is on or around August 29, 2024. Atlas has reserved the right to extend the Offer Period and to postpone the settlement date.

The completion of the Offers is subject to the following conditions:

1. the Offers being accepted to such extent that Atlas becomes the owner of Shares representing ninety-five (95) per cent or more of the Shares, excluding Shares held in treasury by Millicom;

2. no other party announcing an offer to acquire Shares on terms that are more favorable to the Shareholders than the Offers;

3. with respect to the Offers and completion of the acquisition of Millicom, receipt of all necessary regulatory, governmental or similar clearances, approvals, decisions and other actions from authorities or similar, including from competition authorities, being obtained, in each case on terms which, in Atlas’s opinion, are acceptable;

4. neither the Offers nor the acquisition of Millicom being rendered wholly or partially impossible or significantly impeded as a result of legislation or other regulation, any decision of a court or public authority, or any similar circumstance;

5. no circumstances having occurred which could have a material adverse effect or could reasonably be expected to have a material adverse effect on Millicom’s financial position or operations, including Millicom’s sales, results, liquidity, equity ratio, equity or assets;

6. no information made public by Millicom, or otherwise made available to Atlas by Millicom, being inaccurate, incomplete or misleading, and Millicom having made public all information which should have been made public; and

7. Millicom not taking any action that is likely to impair the prerequisites for making or completing the Offers.

Atlas has reserved the right to withdraw the Offers in the event that it is clear that any of the above conditions are not satisfied or cannot be satisfied. However, with regard to conditions 2 – 7 above, the Offers may only be withdrawn where the non-satisfaction of such condition is of material importance to Atlas’s acquisition of Millicom or if otherwise approved by the Swedish Securities Council (Sw. Aktiemarknadsnämnden).

Atlas has reserved the right to waive, in whole or in part, one, several or all of the conditions to the completion of the Offers set forth above, including, with respect to condition 1 above, to complete the Offers at a lower level of acceptance.

Atlas, through affiliates, is today the largest shareholder of Millicom, and controls approx. 29.03 per cent of the share capital and the total number of votes in Millicom.

For further information about the Offers, please refer to www.atlas-investissement.com/en/offers.

Following the Offers being made, Nordea Bank Abp, filial i Sverige, Corporate Finance (“Nordea”) was engaged to provide a fairness opinion to the Independent Committee in accordance with the Takeover Rules. Nordea provided an opinion to the Independent Committee dated July 12, 2024 stating that, as of July 12, 2024, and based upon and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken set forth in such opinion, the Offer Price was not fair, from a financial point of view, to the Shareholders (other than Atlas and its affiliates) (the “Opinion”). The Opinion is attached to this statement. Nordea provided the Opinion solely for the information and assistance of the Independent Committee in connection with its consideration of the Offers. Nordea’s Opinion does not constitute a recommendation to any Shareholder as to whether or not the Shareholders should accept the Offers or any other matter. In exchange for providing the Opinion, Nordea will receive a fixed fee which became payable upon delivery of the Opinion and is payable whether or not the Offers are completed and is not contingent upon the Offer Price or the level of acceptance of the Offers by the Shareholders. Nordea is considered to be independent as defined in the Takeover Rules.

Goldman Sachs International and Morgan Stanley & Co. International plc are acting as financial advisors to Millicom.

Davis Polk & Wardwell LLP, Nord Advokater and Advokatfirman Lindahl and Hogan Lovells (Luxembourg) LLP are acting as legal advisors to the Independent Committee and Millicom in relation to the Offers.

The process leading to the Offers

On May 23, 2024, Atlas sent the Board a non-binding indication of interest related to a potential all-cash offer for all of the Shares (including Shares represented by SDRs) that Atlas and its

affiliates did not then currently own, for a purchase price of USD 24.00 per Common Share (and the SEK equivalent per SDR).

On June 12, 2024, Atlas sent the Board a second letter confirming, among other things, its intent to move forward with a “recommended” voluntary all-cash offer at the same price indicated in the first letter.

On June 18, 2024, the Independent Committee sent a letter to Atlas stating that Atlas’s proposed offer price significantly undervalued Millicom and further informed Atlas that, given that Atlas had neither raised its intended offer price nor indicated that it might do so despite certain limited due diligence materials being made available and calls held with Millicom’s management (which were limited did not contain inside information), the Independent Committee did not see a basis to provide any further diligence access to Atlas and its affiliates at that time. The letter also described additional information the Independent Committee would require should Atlas wish to submit a revised proposal for the Independent Committee’s consideration.

On June 27, 2024, the Independent Committee issued a press release (the “June 27 Press Release”) announcing (i) that it anticipated Atlas would launch an all-cash tender offer in the near term at a price of USD 24.00 per Common Share (and the SEK equivalent per SDR), notwithstanding the fact that the Independent Committee had previously informed Atlas that the Independent Committee unanimously believed that such an offer price would significantly undervalue Millicom, and (ii) in light of the anticipated tender offer, and to support Shareholders in evaluating such tender offer, based on Millicom’s preliminary review of financial performance for the second quarter of 2024 (which then continued, and still continues, to be subject to review by Millicom’s management and auditor), the Independent Committee’s expectations as to certain financial performance of Millicom.

On July 1, 2024, Atlas launched the Offers by issuing a press release and subsequently on the same day obtained approval of the Offer to Purchase from the Swedish Financial Supervisory Authority (Sw. Finansinspektionen). The Offer Period commenced on the same day.

On July 15, 2024, the Independent Committee unanimously determined that the Offers significantly undervalue Millicom and are not in the best interests of the Shareholders and issued this recommendation statement.

The Independent Committee’s statement on the Offers

IN SUMMARY, FOR THE REASONS SET FORTH BELOW, THE INDEPENDENT COMMITTEE UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS NOT ACCEPT THE OFFERS AND NOT TENDER THEIR SHARES PURSUANT TO THE OFFERS.

3.1 Reasons for recommending that Shareholders not accept the Offers

The recommendation of the Independent Committee to not accept the Offers is, inter alia, based on the following reasons:

the Offer Price significantly undervalues Millicom, including based on the following considerations:

the Offer Price does not adequately take into account expectations based on Millicom’s long-range plan that Millicom will generate Equity free cash flow (as defined below) of USD 659 million, USD 701 million and USD 833 million in 2024, 2025 and 2026, respectively (see Section 3.2 below);

the Offer Price does not adequately take into account that, as previously announced and based on results through mid-June 2024, Millicom’s Equity free cash flow4 for full year 2024 is expected to be above $600 million (with this expectation not including Millicom’s prior receipt of $46 million of net proceeds from its previously announced Colombia tower sale) and Millicom’s Leverage⁴ is expected to end 2024 near the intermediate term target of 2.5x;

the Offer Price is well below trading multiples for comparable listed companies:

while the average 2024 enterprise value to operating cash flow multiple of Millicom’s Trading Peers⁵ is 7.4x, the Offer Price represents a 37.3% discount to the price per Share implied by applying the same multiple to Millicom;⁶ and

while the average Equity free cash flow yield of Millicom’s Trading Peers is 10.5%, the Offer Price represents a 30.1% discount to the price per Share implied by applying the same yield to Millicom;⁶

the Offer Price represents a negative premium to the most recent closing price of the Shares and the closing prices of the Shares on certain other key dates:

a negative premium of -1.4 per cent compared to the closing SDR price on Nasdaq Stockholm of SEK 258.0 on June 28, 2024, the last full trading day prior to the announcement of the Offers (converted at a USD/SEK exchange rate of 10.60);

a negative premium of -0.2 per cent compared to the volume weighted average SDR price on Nasdaq Stockholm of SEK 252.7, for the 30-day trading period ending on June 28, 2024, the last full trading day prior to the announcement of the Offers (converted at an observed USD/SEK exchange rate of 10.51);

a negative premium of -2.3% to the closing price of SEK 258.8 per SDR on July 12, 2024, the last full trading day prior to this release (converted at a USD/SEK exchange rate of 10.53);

the average control premia to undisturbed prices observed in all-cash technology, media, and telecommunications transactions involving targets that are considered to be large publicly listed companies in the United States and Europe over the past 15 years range between 17.4% and 46.4%, while the Offer Price represents a limited premium of 2.4 per cent compared to the closing price of SEK 251.6 per SDR (converted at a USD/SEK exchange rate of 10.73) on May 22, 2024, the last full trading

⁴ Equity free cash flow and Leverage are non-IFRS measures. Please see Section 3.2 below for more information on these measures.

⁵ “Trading Peers” include: Liberty Latin America Ltd. (LILA), America Movil S.A.B. de C.V. (AMX), Telefonica Brasil S.A. (VIVT3), and TIM Brasil Serviços e Participações S.A. (TIMS3). Entel S.A. (ENTEL) is not considered a relevant trading peer because of its lower profitability margins as a result of a different business model and product mix, as well as lower trading liquidity.

⁶ Comparable multiples and yields are calculated on a proportionate basis, i.e., accounting for Operating cash flow and Equity free cash flow as per Millicom’s definitions at each subsidiary level and adding it pro rata to Millicom’s ownership in each subsidiary. Operating cash flow is defined as EBITDA (as defined below) less Capex. Capex is defined as balance sheet capital expenditure excluding spectrum and license costs and lease capitalizations.

day prior to Atlas issuing a press release announcing that it was exploring a potential all cash tender offer for the Shares;

the Offers do not adequately consider the potential value of ongoing and potential strategic transactions and alternatives, including that Millicom may evaluate whether to distribute dividends and/or implement a share repurchase program or otherwise return capital to its Shareholders (i.e., given the Long-Range Plan Expectations discussed in Section 3.2 below, and in particular Millicom’s expected anticipated cash flow generation, Millicom may, between 2024 and 2026, have excess cash sufficient to distribute dividends and/or implement a share repurchase program); and

Atlas states in the Offer to Purchase that it reasonably believes that the Offer Price “is fair to [u]naffiliated [s]hareholders seeking immediate liquidity”, while the Independent Committee evaluated and bases its recommendation on whether the Offer Price was fair to all of Millicom’s unaffiliated shareholders.

The Independent Committee believes that, taken as a whole, including the overall assessment conducted by the Independent Committee as summarized below, the foregoing reasons support the Independent Committee’s determination that the Offers are not in the best interests of the Shareholders.

3.2 Update on Millicom’s long-range plan

In evaluating the Offers and in the course of its deliberations leading to the determination to recommend that Shareholders not accept the Offers and not tender their Shares pursuant to the Offers, the Independent Committee discussed with Millicom’s management its most updated long-range plan for Millicom (the “Long-Range Plan”), including Millicom’s anticipated cash flow generation contemplated thereby, and which was based, in part, on the preliminary review and report by Millicom’s management of Millicom’s financial performance for the second quarter of 2024 (the “2024Q2 Preliminary Financial Review”), each of which continues to be subject to review by Millicom’s management and auditor.

Accordingly, in connection with the Offers, and to support the Shareholders in evaluating the Offers and the Independent Committee’s recommendation, the Independent Committee observes that the Long-Range Plan presently indicates the following expectations for Millicom’s 2024 through 2026 fiscal years (the “Long-Range Plan Expectations”):

($ in millions)	2024E	2025E	2026E
Equity free cash flow⁷	659	701	833
Leverage⁸	2.4x	1.9x	1.5x

⁷Equity free cash flow is defined as Operating free cash flow (as defined below), less finance charges paid (net), lease interest payments, lease principal repayments, and advances for dividends to non-controlling interests, plus cash repatriation from joint ventures and associates. Operating free cash flow is defined as EBITDA, less cash capex, less spectrum paid, working capital and other non-cash items, and taxes paid. EBITDA is defined as operating profit excluding impairment losses, depreciation and amortization, and gains/losses on fixed asset disposals. Cash Capex is defined as the cash spent in relation to capital expenditure, excluding spectrum and licenses costs.

⁸Leverage is defined as the ratio of Net debt over LTM (last twelve month) EBITDAaL, pro forma for acquisitions made during the last twelve months. Calculations of Leverage in this statement assume that no capital allocation activities or transactions, including distributions of dividends, share repurchases, strategic transactions or similar activities or transactions, have been undertaken by Millicom in the relevant period(s). Net debt is defined as Debt and financial liabilities, including derivative instruments (assets and liabilities), less cash and pledged and time deposits. EBITDA after Leases (EBITDAaL) is defined as EBITDA after lease interest expense and depreciation charge.

The Long-Range Plan Expectations are underpinned by, among other things, recent cash flow outperformance (as announced in the June 27 Press Release) and expected near-term cash flow improvement. While Millicom has gone through a period of constrained cash flows over the last several years, given meaningful investments made by Millicom in its business activities, including with respect to spectrum, capital expenditures and recent internal restructurings, Millicom’s management believes this investment period is nearing conclusion and expects Millicom’s cash flow generation to significantly increase over the coming years as reflected in the Long-Range Plan. However, the Long-Range Plan Expectations assume that no capital allocation activities or transactions, including distributions of dividends, share repurchases, strategic transactions or similar activities or transactions, have been undertaken by Millicom in the relevant period(s).

Accordingly, taking into account risk-adjusted value, potential benefits, risks and uncertainties that may ultimately impact the accuracy of the Long-Range Plan, and subject to further changes in Millicom’s business, assets, liabilities, financial condition, results of operations, management, competitive position, prospects and operating plans, as well as industry, economic and stock and credit market conditions, the Independent Committee believes that the intrinsic valuation of Millicom implied by the Long-Range Plan is more favorable to the Shareholders than the valuation implied by the Offer Price.

Note that Millicom’s actual future financial results may differ materially from those expressed in the Long-Range Plan due to numerous factors, including many that are beyond Millicom’s ability to control or predict. The above information about the Long-Range Plan should be read in light of the important disclosures set forth below under “Cautionary Statement”.

3.3 Overall assessment; method

In evaluating the Offers, the Independent Committee conducted an overall assessment and reviewed, considered and evaluated a significant amount of information and factors, including potential benefits, detriments and implications of the Offers to Millicom and the Shareholders that the Independent Committee considered relevant for its evaluation of the Offers. These factors included, but were not limited to, the current and historic market prices of the Shares, prevailing market conditions and opportunities and challenges in each market in which Millicom operates, Millicom’s strategic options and Millicom’s expected future development and financial performance, as well as opportunities and risks related to the foregoing.

Further, and without limitation, the Independent Committee, in consultation with Millicom’s management, Millicom’s financial advisors and Nordea, analyzed the Offers using certain methods typically used for evaluating tender offers for publicly listed companies, including the implied valuation of Millicom in the Offers relative to comparable publicly listed companies, the Offer Price relative to the price per share paid in comparable transactions, premia that were applicable in previous tender offers for comparable publicly listed companies, the Independent Committee’s belief of the stock market’s expectations in respect of Millicom and the Independent Committee’s view of Millicom’s long-term value, including based on Millicom’s long-range plan and expected future cash flows.

The Independent Committee has also considered the Opinion from Nordea stating that, as of July 12, 2024, and based upon and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken set forth in the Opinion, the Offer Price was not fair, from a financial point of view, for the Shareholders (other than Atlas and its affiliates). The full text of the Opinion of Nordea, dated July 12, 2024, which sets forth the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken in connection with such Opinion, is attached to this statement. For further details on Nordea’s Opinion, please see section 1 of this statement.

The foregoing discussion of the Independent Committee’s reasons for its recommendation that Shareholders not accept the Offers and not tender their Shares pursuant to the Offers is not intended to be exhaustive, but the Independent Committee believes it includes all the material information and factors considered by the Independent Committee. In view of the wide variety of factors considered in connection with its evaluation of the Offers and the complexity of these matters, the Independent Committee did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative or specific weight or values to any of these factors. Rather, the Independent Committee based its unanimous recommendation on an overall analysis and on the totality of the information presented to and factors considered by it. In addition, in considering the factors described above, individual members of the Independent Committee may have given different weights to different factors.

The Independent Committee also notes that:

if Atlas waives the “95% minimum tender condition” applicable to the Offers and the Offers are accepted only to such extent that Atlas becomes the owner of Shares representing at least 33 1/3% of Millicom’s outstanding Shares (being the “mandatory bid threshold” under Luxembourg law), Atlas and its affiliates could continue to purchase Shares in the open market without having paid a control premium to Shareholders who have tendered their Shares in the Offers or ever paying a control premium in the future; and

if Atlas acquires additional Shares in the Offers and increases its ownership of Millicom and exercises its ability to waive the “95% minimum tender condition” applicable to the Offers, liquidity of the Shares may be reduced, which could have an adverse effect on Millicom’s stock price and could jeopardize the existence of an active trading market for the Shares.

IN LIGHT OF THE FOREGOING, THE INDEPENDENT COMMITTEE UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS NOT ACCEPT THE OFFERS AND NOT TENDER THEIR COMMON SHARES OR SDRs PURSUANT TO THE OFFERS.

However, the Independent Committee considers it to be beneficial for Millicom that Atlas, as stated in the offer announcement, intends to continue to support Millicom in the execution of its strategic plan.

Impact on Millicom and its employees

In accordance with the Takeover Rules, the Independent Committee is required, on the basis of Atlas´s statement in the press release announcing the Offers and the related Offer to Purchase, to present its opinion regarding the impact that the implementation of the Offers will have on Millicom, particularly on terms of employment, as well as the Independent Committee’s opinion regarding Atlas’s strategic plans for Millicom and the effect such plans are anticipated to have on employment and on the locations where Millicom operates.

In its offer announcement press release and the Offer to Purchase, Atlas, among other things, stated that it did not, at that point in time, anticipate that Millicom’s business will be materially affected as a result of the Offers. Atlas also stated that it then currently had no plans, proposals or negotiations that relate to or would result in any changes concerning Millicom’s management or employees, or to change any material term of the employment contract of any executive officer or other employee, or any other material change in Millicom’s corporate structure, business or with regard to Millicom’s operational sites. Atlas did, however, also note that it will conduct a detailed review of such matters following completion of the Offers and intends to thereafter leverage the long-term knowledge and experience of Atlas and its affiliates in the

telecoms sector across numerous jurisdictions to explore potential synergies, focus on long-term business goals and pursue any potential strategic transactions and acquisitions that may arise. Atlas has stated that possible changes could include changes in Millicom’s business, corporate structure, organizational documents, capitalization, management, business development opportunities, indebtedness, dividend policy or to the Board of Directors of Millicom.

Atlas has further stated that, if the conditions for completion of the Offers are satisfied and the Offers are successful, following the completion of the Offers and to the extent legally permitted by applicable law, Atlas currently intends to delist the shares from Nasdaq US and the SDRs from Nasdaq Stockholm.

The Independent Committee assumes that this description is accurate, has no reason to adopt a different opinion and considered this when issuing this recommendation.

In accordance with the Luxembourg Law of 19 May 2006 transposing Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on takeover bids, applicable, inter alia, to matters relating to the information to be provided to the employees of Millicom, when the Offers were made public, the Board of Directors / Independent Committee of Millicom communicated the Offers to Millicom’s employees. Millicom’s employees shall be and have been involved by the Independent Committee in its analysis which has led to this statement on the Offers. The Independent Committee has informed and required the advice of Millicom’s employees, in particular regarding the effects of the Offers on all of Millicom’s interests and specifically regarding employment.

Regulatory Statement; governing law

Certain information contained in this release was prior to this release inside information and is information that Millicom is obliged to make public pursuant to the EU Market Abuse Regulation. This information was submitted for publication, through the agency of the contact person set out below, at 3:20 CET on 15 July, 2024.

This statement shall be governed by and construed in accordance with substantive Swedish law. Any dispute arising out of or in connection with this statement shall be settled exclusively by Swedish courts, and the District Court of Stockholm shall be the court of first instance.

US Schedule 14D-9 statement

Substantially concurrently with the issuance of this statement as a press release, Millicom is (i) filing a Schedule 14D-9 with the US Securities and Exchange Commission, in which the Independent Committee unanimously recommends that Shareholders not accept the Offers and not tender their Shares pursuant to the Offers and (ii) issuing a press release summarizing such Schedule 14D-9 and such recommendation.

Cautionary Statement

In connection with its review and evaluation of the Offers, the Independent Committee considered (i) the 2024Q2 Preliminary Financial Review, which was the basis of the expectations that Millicom’s Equity free cash flow for full year 2024 will be above $600 million, based on results through mid-June 2024 and taking into account potential risks that may impact performance (with this expectation not including Millicom’s prior receipt of $46 million of net proceeds from its previously announced Colombia tower sale) and Millicom’s Leverage will end 2024 near the intermediate term target of 2.5x (collectively, the “Preliminary 2024 Expectations”) and (ii) the Long-Range Plan, which was the basis of the Long-Range Plan

Expectations. The 2024Q2 Preliminary Financial Review and the Long-Range Plan are referred to collectively as the “Expectation Details” and the Preliminary 2024 Expectations and the Long-Range Plan Expectations are referred to collectively as the “Expectations”.

The Expectations included in this statement are intended solely to provide the Shareholders access to certain of the Independent Committee’s interpretations of the Expectation Details that were made available to the Independent Committee, Millicom’s financial advisors and Nordea. The Expectation Details and the Expectations are not being included in this statement to influence the decision of any Shareholders regarding whether to tender Shares in the Offers or for any other purpose. The Expectation Details on which the Expectations were based may include projections that differ from publicly available analyst estimates and projections and do not take into account any events or circumstances after the date they were prepared, including the announcement of the Offers.

The Expectation Details on which the Expectations were based are necessarily based on numerous variables, estimates, assumptions and judgments made by Millicom’s management, based on information available at the time the Expectation Details were developed, with respect to industry performance and competition, general business, economic, regulatory, market and financial conditions, other future events and matters specific to Millicom’s business, all of which are inherently uncertain, difficult to predict and many of which are beyond Millicom’s control. There can be no assurances that the Expectations will accurately reflect future trends or accurately estimate Millicom’s future financial and operating performance.

The Expectation Details on which the Expectations were based are also inherently based on assumptions as to certain business decisions that are subject to change. Important factors that may affect actual results and cause the Expectations not to be achieved include, but are not limited to, risks and uncertainties relating to Millicom’s business (including the ability to achieve strategic goals, objectives and targets over the applicable periods), industry performance and competition, general business, economic, regulatory, market and financial conditions and those risks and uncertainties detailed in Millicom’s public filings with the SEC, including those set forth in Millicom’s annual report on Form 20-F for the fiscal year ended December 31, 2023, filed with the SEC on March 12, 2024, under the section entitled “Part I — Item 3. Key Information — D. Risk Factors”. Accordingly, there can be no assurance that the Expectations will be realized, and actual results may vary materially from the Expectations. Modeling and forecasting the future performance of a provider of fixed and mobile telecommunications services is a highly speculative endeavor.

The Expectations include certain financial measures which are not IFRS measures. Such financial measures should not be considered in isolation from, or as a substitute for, financial information presented in accordance with IFRS. Millicom’s calculations of these financial measures may differ from others in its industry and are not necessarily comparable with information presented under similar captions used by other companies.

The Expectation Details on which the Expectations were based were the responsibility of Millicom’s management. Neither Ernst & Young Société anonyme (“EY”), Millicom’s independent registered public accounting firm, nor any other auditing firm, has audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the Expectation Details and, accordingly, neither EY nor any other auditing firm has expressed any opinion or any other form of assurance with respect thereto.

The inclusion of the Expectations in this statement should not be regarded as an indication that Millicom, Millicom’s financial advisors, Nordea or any of their respective affiliates, officers, directors, advisors or representatives considered or consider the Expectations to be predictive of actual future events, and the Expectations should not be relied on as such. None of Millicom, Millicom’s financial advisors, Nordea nor any of their respective affiliates, officers, directors, advisors or representatives can give any assurance that actual results will not differ materially from the Expectations.

None of Millicom, Millicom’s financial advisors, Nordea or any of their respective affiliates, officers, directors, advisors or representatives has made or makes any representation to any Shareholder or other investor regarding the ultimate performance of Millicom compared to the Expectations or that the Expectations will be achieved.

In light of the foregoing factors and the uncertainties inherent in the Expectations, the Shareholders and other investors are cautioned not to place undue, if any, reliance on the Expectations.

None of Millicom nor any of its affiliates, officers, directors, advisors or other representatives undertakes any obligation to update or otherwise revise or reconcile any Expectations to reflect circumstances existing after the date the Expectation Details were generated or the Expectations were formed or to reflect the occurrence of subsequent or future events even in the event that any or all of the assumptions underlying the Expectations are shown to be in error. Millicom undertakes no responsibility to make publicly available any update or other revision to the Expectations except as required by law.

Use of Non-IFRS Terms

This statement contains financial measures that are not prepared in accordance with IFRS. These measures are referred to as “non-IFRS” measures, and they are not uniformly or legally defined financial measures. Non-IFRS measures are not substitutes for IFRS measures in assessing Millicom’s overall operating performance. Because non-IFRS measures are not determined in accordance with IFRS, and are susceptible to varying calculations, non-IFRS measures may not be comparable to other similarly titled measures presented by other companies.

Millicom does not reconcile its forward-looking non-IFRS financial measures to the nearest equivalent IFRS measures because such reconciliations are not available without unreasonable efforts, including due to the difficulty in making accurate forecasts and projections and/or certain information not being ascertainable or accessible.

Non-IFRS measures are included in this statement because they are used by Millicom’s management, and Millicom believes they provide investors with additional background for the analysis of certain information set forth in this statement. Millicom’s management uses non-IFRS measures to make operating decisions, as they facilitate additional internal comparisons of Millicom’s performance to historical results, and provides them to investors for additional insight into Millicom’s operating performance.

Non-IFRS measures have limitations as analytical tools. The non-IFRS measures used by Millicom may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies. In addition, non-IFRS measures should not be considered in isolation as a substitute for, or as superior to, financial measures calculated in accordance with IFRS. Millicom’s financial results calculated in accordance with IFRS and reconciliations to those financial statements should be carefully evaluated.

-END-

For further information, please contact:

Press:

Investors:

Sofia Corral, Director Corporate Communications
press@millicom.com

Michel Morin, VP Investor Relations

investors@millicom.com

About Millicom

Millicom (NASDAQ U.S.: TIGO, Nasdaq Stockholm: TIGO_SDB) is a leading provider of fixed and mobile telecommunications services in Latin America. Through our TIGO^® and Tigo Business^® brands, we provide a wide range of digital services and products, including TIGO Money for mobile financial services, TIGO Sports for local entertainment, TIGO ONEtv for pay TV, high-speed data, voice, and business-to-business solutions such as cloud and security. As of March 31, 2024, Millicom, including its Honduras Joint Venture, employed approximately 15,500 people, and provided mobile and fiber-cable services through its digital highways to more than 45 million customers, with a fiber-cable footprint over 14 million homes passed. Founded in 1990, Millicom International Cellular S.A. is headquartered in Luxembourg.

Independent Committee of the Board of Directors
Millicom International Cellular S.A.
2, Rue du Fort Bourbon

L-1249 Luxembourg

Grand Duchy of Luxembourg

Stockholm, 12 July 2024

The Independent Committee (the “Independent Committee”) of the Board of Directors of Millicom International Cellular S.A. (“Millicom”) is evaluating the separate but concurrent public offers in Sweden (the “Swedish Offer”) and the United States (the “US Offer”) made by Atlas Luxco S.à r.l. (the “Bidder”) to purchase all the outstanding common shares with a par value of USD 1.50 per share (“Common Shares”) and Swedish Depository Receipts representing Common Shares (“SDRs”) of Millicom that are not already owned by the Bidder or its affiliates for USD 24.00 in cash per Common Share and per SDR (the “Offer Price”). The full terms and conditions of the Swedish Offer and the US Offer (together, the “Offers”) are set out in the offer to purchase (the “Offer to Purchase”) (and, for the US Offer, the accompanying letter of transmittal (together with the Offer to Purchase, the “Offer Documents”)) dated 1 July 2024 and filed by the Bidder and certain of its affiliates with the Securities and Exchange Commission. According to the terms of the Offers, the Offer Price per SDR in SEK that will be paid to the holders of SDRs will be set based on the USD/SEK exchange rate as close to the settlement date as the Bidder is able to achieve.

Nordea Bank Abp, filial i Sverige, Corporate Finance (“Nordea”) has been requested by the Independent Committee to provide an opinion in accordance with the Swedish Takeover Rules for Nasdaq Stockholm and Nordic Growth Market NGM (the “Swedish Takeover Rules”) as to whether the Offer Price is fair, from a financial point of view, for the holders of Common Shares and SDRs (other than the Bidder and its affiliates).

As a basis for this opinion, Nordea has considered:

certain historical business and financial information relating to Millicom, including annual reports and interim reports;

II.

certain financial projections for Millicom prepared by the management of Millicom and approved for our use by the Independent Committee;

III.

certain information from the management of Millicom regarding Millicom’s business, operations and prospects, including historical development, cost structure, strategy, management, financial position, investments and future financial prospects;

IV.

certain financial projections for Millicom contained in certain securities analysts’ research reports;

certain public information regarding Millicom that Nordea considered to be relevant, including historical Common Share and SDR prices and trading volumes;

VI.

certain information from external sources regarding the businesses of other companies which Nordea considered to be relevant in evaluating those of Millicom

Nordea Bank Abp, filial i Sverige | Smålandsgatan 17 | SE-105 71 Stockholm | Sweden | reg.no. 516411-1683

Nordea Bank Abp, a public limited liability company, Helsinki, Finland, Business ID 2858394-9, is under supervision of the Finnish Financial Supervisory Authority (Finanssivalvonta) and the European Central Bank in cooperation with the Swedish Financial Supervisory Authority (Finansinspektionen).

and certain other transactions which Nordea considered relevant in evaluating the Offers;

VII.

the Offer Documents; and

VIII.

such other information as Nordea deemed necessary or appropriate as a basis for this opinion.

The information on which this opinion is based has been obtained from publicly available sources or furnished to Nordea by Millicom or its representatives for the purposes of this opinion. Nordea has relied upon the accuracy and completeness of such information without performing any independent verification. Nordea has assumed, with the Independent Committee’s consent, that Millicom is not aware of any facts or circumstances that would make such information inaccurate, inadequate or misleading in any way meaningful to Nordea’s analysis. Nordea has not conducted an independent valuation of Millicom’s assets and liabilities.

Nordea is not a legal, regulatory, tax or accounting expert and has relied on the assessment made by Millicom and its other advisers with respect to any such issues.

With respect to financial forecasts and other forward-looking information presented to Nordea by the management of Millicom, Nordea has assumed, with the Independent Committee’s consent, that they have been reasonably prepared on bases reflecting the best currently available estimates and judgements as to the future financial and other performance of Millicom without Nordea performing any independent assessment thereof.

This opinion is based on current market conditions, economic, financial and other circumstances and the information obtained by or provided to Nordea up to and including the date of this opinion. Events or circumstances occurring or becoming known after the date of this opinion may render this opinion obsolete. Nordea assumes no obligation to update or revise this opinion to reflect such events or circumstances.

Without prejudice to the generality of the foregoing, this opinion is given as of the date hereof and does not take into account the impact of any movement in the USD/SEK exchange rate following the date hereof on the value of the SEK equivalent of the Offer Price to be received by holders of SDRs upon the completion of the Offers.

This opinion does not address the relative merits of the Offers as compared to any alternative business transactions available to Millicom or any other investment opportunities available to the holders of Common Shares and SDRs. Furthermore, this opinion does not constitute a recommendation to any holder of Common Shares or SDRs as to whether or not the holders of Common Shares and SDRs should accept the Offers or any other matter.

Based on and subject to the foregoing, it is Nordea’s opinion that, as of the date of this opinion, the Offer Price is not fair, from a financial point of view, for the holders of Common Shares and SDRs (other than the Bidder and its affiliates).

or may receive customary fees for such services, including without limitation in connection with its engagement as Joint Global Coordinator, Joint Bookrunner and underwriter in connection with Millicom’s Rights Offering in June 2022. In addition, the Nordea group may in the ordinary course of its trading, brokerage and investment management activities, on its own behalf or on behalf of other parties, trade or take positions in securities directly or indirectly affected by the Offers.

This opinion is provided solely for the benefit of the Independent Committee in connection with the Offers and in accordance with and subject to the limitations set out in the engagement letter between Millicom and Nordea, and may not be used for any other purpose, except as specifically set out in the engagement letter. This opinion may not, in whole or in part, be published, publicly referred to, summarised or disclosed to or used by any other party, nor may any public reference to Nordea be made, without Nordea’s prior written consent, except as specifically set out in the engagement letter. This opinion is not addressed to and may not be relied upon by any third party including, without limitation, creditors, shareholders and SDR holders of Millicom.

This opinion is being provided under, and solely for purposes of, the Swedish Takeover Rules and has been prepared following customary Swedish standards and processes, which may differ from those customarily followed in the United States or elsewhere. This opinion shall be governed by and construed in accordance with substantive Swedish law. Swedish courts exclusively shall settle any dispute, controversy or claim relating to this opinion.

NORDEA BANK ABP, FILIAL I SVERIGE

Corporate Finance

Exhibit (a)(5)(A)

Millicom’s (Tigo) Independent Committee
Issued Recommendation Under U.S. and Swedish Rules That Shareholders and SRD Holders Reject
the Tender Offers Made by Atlas Luxco S.à r.l

Luxembourg, July 15, 2024 – Millicom International Cellular S.A. (“Millicom”) today announced that a committee of independent members of its Board of Directors (the “Independent Committee”), following deliberation and discussions with Millicom’s financial advisors, has unanimously determined that the all-cash tender offers in the U.S. and Sweden (collectively, the “Offers”) by Atlas Luxco S.à r.l and its affiliates (“Atlas”) for all outstanding common shares and SDRs in Millicom (collectively, the “Shares”; holders of common shares and SDRs are collectively referred to as “Shareholders”) that Atlas does not currently own at a price of USD 24 per share (and the SEK equivalent per SDR) (the “Offer Price”) significantly undervalue Millicom and are not in the best interests of Millicom and the Shareholders.

The Independent Committee unanimously recommends that Shareholders reject the Offers and not tender their Shares pursuant to the Offers.

As further detailed in the solicitation / recommendation statement on Schedule 14D-9 (the “Schedule 14D-9”) filed by Millicom today with the Securities and Exchange Commission (the “SEC”) and published on Millicom’s website, and the statement of the Independent Committee (the “Swedish Recommendation Statement”) made under the Takeover rules for Nasdaq Stockholm and Nordic Growth Market NGM (the “Swedish Takeover Rules”), the Independent Committee’s recommendation that Shareholders reject the Offers is based on the following reasons, among others:

the Offer Price significantly undervalues Millicom, including based on the following considerations:

the Offer Price does not adequately take into account expectations based on Millicom’s long-range plan that Millicom will generate Equity free cash flow of $659 million, $701 million and $833 million in 2024, 2025 and 2026, respectively;

the Offer Price does not adequately take into account that, as previously announced and based on results through mid-June 2024, Millicom’s Equity free cash flow for full year 2024 is expected to be above $600 million (with this expectation not including Millicom’s prior receipt of $46 million of net proceeds from its previously announced Colombia tower sale) and Millicom’s Leverage is expected to end 2024 near the intermediate term target of 2.5x;

the Offer Price is well below trading multiples for comparable listed companies:

while the average 2024 enterprise value to operating cash flow multiple of Millicom’s Trading Peers¹ is 7.4x, the Offer Price represents a 37.3% discount to the price per Share implied by applying the same multiple to Millicom; and

while the average Equity Free Cash Flow yield of Millicom’s Trading Peers is 10.5%, the Offer Price represents a 30.1% discount to the price per Share implied by applying the same yield to Millicom;

the Offer Price represents a discount to the most recent closing price of the Shares and the closing prices of the Shares on certain other key dates:

a discount of 2.2% to the closing price of $24.55 per common share on June 28, 2024, the last full trading day prior to the announcement of the Offers;

a discount of 0.3% to the volume weighted average price of $24.10 per common share for the 30-day trading period ending on June 28, 2024, the last full trading day prior to the announcement of the Offers; and

a discount of 3.1% to the closing price of $24.78 per common share on July 12, 2024, the last full trading day prior to the date of the filing of the Schedule 14D-9;

the average control premia to undisturbed prices observed in all-cash technology, media and telecommunications transactions involving targets that are considered to be large publicly listed companies in the United States and Europe over the past 15 years range between 17.4% and 46.4%, while the Offer Price represents a mere 1.8% premium to the closing price of $23.58 per common share on May 22, 2024, the last full trading day prior to Atlas issuing a press release announcing that it was exploring a potential all cash tender offer for the Shares;

the Independent Committee has received an opinion from Nordea Bank Abp, filial i Sverige, Corporate Finance (“Nordea”) stating that, as of July 12, 2024, and based upon and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken set forth in its written opinion, the offer price of $24.00 per common share and per SDR was not fair, from a financial point of view, for the holders of Shares (other than Atlas and its affiliates). For further details relating to Nordea’s opinion, please see “Opinion of Nordea” below;

if Atlas waives the “95% minimum tender condition” applicable to the Offers and the Offers are accepted only to such extent that Atlas becomes the owner of Shares representing at least 33

% of Millicom’s outstanding Shares (being the “mandatory bid threshold” under Luxembourg law), Atlas and its affiliates could continue to purchase Shares in the open market without having paid a control premium to Shareholders who have tendered their Shares in the Offers or ever paying a control premium in the future;

the Offers do not adequately consider the potential value of ongoing and potential strategic transactions and alternatives, including that Millicom may evaluate whether to distribute dividends and/or implement a share repurchase program or otherwise return capital to its Shareholders (i.e., given the Long-Range Plan Expectations discussed below, and in particular Millicom’s expected anticipated cash flow generation, Millicom may, between 2024 and 2026, have excess cash sufficient to distribute dividends and/or implement a share repurchase program); and

Atlas states in the offer documents it filed in connection with the Offers that it reasonably believes that the Offer Price “is fair to [u]naffiliated [s]hareholders seeking immediate liquidity”, while the Independent Committee evaluated and bases its recommendation on whether the Offer Price is fair to all of Millicom’s unaffiliated shareholders.

In evaluating the Offers and in the course of its deliberations leading to the determination to recommend that the Shareholders reject the Offers and not tender their Shares pursuant to the Offers, the Independent Committee discussed with Millicom’s management its most updated long-range plan for Millicom (the “Long-Range Plan”), including Millicom’s anticipated cash flow generation contemplated thereby, and which was based, in part, on the preliminary review and report by Millicom’s management of Millicom’s financial performance for the second quarter of 2024 (the “2024Q2 Preliminary Financial Review”), each of which continues to be subject to review by Millicom’s management and auditor.

($ in millions)	2024E	2025E	2026E
Equity Free Cash Flow	659	701	833
Leverage	2.4x	1.9x	1.5x

The Long-Range Plan Expectations are underpinned by, among other things, recent cash flow outperformance (as announced in a press release issued by the Independent Committee dated June 27, 2024) and expected near-term cash flow improvement. While Millicom has gone through a period of constrained cash flows over the last several years, given meaningful investments made by Millicom in its business activities, including with respect to spectrum, capital expenditures and recent internal restructurings, Millicom’s management believes this investment period is nearing conclusion and expects Millicom’s cash flow generation to significantly increase over the coming years as reflected in the Long-Range Plan. However, the Long-Range Plan Expectations assume that no capital allocation activities or transactions, including distributions of dividends, share repurchases, strategic transactions or similar activities or transactions, have been undertaken by Millicom in the relevant period(s).

Accordingly, taking into account risk-adjusted value, potential benefits, risks and uncertainties that may ultimately impact the accuracy of the Long-Range Plan, and subject to further changes in Millicom’s business, assets, liabilities, financial condition, results of operations, management, competitive position, prospects and operating plans, as well as industry, economic and stock and credit market conditions, the Independent Committee believes that the intrinsic valuation of Millicom implied by the Long-Range Plan is more favorable to Millicom’s shareholders than the valuation implied by the Offer Price.

Opinion of Nordea

Nordea was engaged to provide an opinion to the Independent Committee in accordance with the Swedish Takeover Rules as to whether the offer price of $24.00 per common share and per SDR was fair, from a financial point of view, for the holders of common shares and SDRs (other than Atlas and its affiliates). Nordea provided an opinion to the Independent Committee dated July 12, 2024 stating that, as of July 12, 2024, and based upon and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken set forth in its written opinion, the offer price of $24.00 per common share and per SDR was not fair, from a financial point of view, for the holders of Shares (other than Atlas and its affiliates). The full text of the written opinion of Nordea, dated July 12, 2024, which sets forth the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken in connection with such opinion, is filed as Exhibit (a)(5)(C) to the Schedule 14D-9 and is also attached to the Swedish Recommendation Statement. Nordea provided its opinion solely for the information and assistance of the Independent Committee in connection with its consideration of the Offers. Nordea’s opinion does not constitute a recommendation to any holder of Shares as to whether or not the holders of Shares should accept the Offers or any other matter. Nordea’s opinion was provided under, and solely for purposes of, the Swedish Takeover Rules and was prepared following customary Swedish standards and processes, which may differ from those customarily followed in the United States or elsewhere. For further details on Nordea’s opinion, please see the Schedule 14D-9.

Advisors

Millicom is receiving financial advice from Goldman Sachs International and Morgan Stanley & Co. International plc. Davis Polk & Wardwell LLP, Nord Advokater, Advokatfirman Lindahl and Hogan Lovells (Luxembourg) LLP are providing legal advice to the Independent Committee and Millicom.

-END-

For further information, please contact:

Press:	Investors:
Sofia Corral, Director Corporate Communications press@millicom.com	Michel Morin, VP Investor Relations investors@millicom.com

Regulatory Statement

This information was submitted for publication, through the agency of the contact person set out above, at 4:00 pm CET on July 15, 2024.

About Millicom

Millicom (NASDAQ U.S.: TIGO, Nasdaq Stockholm: TIGO_SDB) is a leading provider of fixed and mobile telecommunications services in Latin America. Through our TIGO® and Tigo Business® brands, we provide a wide range of digital services and products, including TIGO Money for mobile financial services, TIGO Sports for local entertainment, TIGO ONEtv for pay TV, high-speed data, voice, and business-to-business solutions such as cloud and security. As of March 31, 2024, Millicom, including its Honduras Joint Venture, employed approximately 15,500 people, and provided mobile and fiber-cable services through its digital highways to more than 45 million customers, with a fiber-cable footprint over 14 million homes passed. Founded in 1990, Millicom International Cellular S.A. is headquartered in Luxembourg.

Additional Information

In response to the Offers, Millicom has filed with the SEC a solicitation/recommendation statement on Schedule 14D-9. MILLICOM’S SHAREHOLDERS ARE ADVISED TO READ THE SCHEDULE 14D-9 AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY DECISION WITH RESPECT TO THE OFFERS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders may obtain a copy of the Schedule 14D-9, as well as any other documents filed by Millicom in connection with the Offers, free of charge at the SEC’s website at www.sec.gov and on Millicom’s website at https://www.millicom.com/investors/sec-filings. In addition, investors and Shareholders will be able to obtain free copies of these documents from Millicom by directing a request to Michel Morin, VP Investor Relations at investors@millicom.com.

Cautionary Statement

In connection with its review and evaluation of the Offers, the Independent Committee considered (i) the 2024Q2 Preliminary Financial Review, which was the basis of the expectations that Millicom’s Equity free cash flow for full year 2024 will be above $600 million, based on results through mid-June 2024 and taking into account potential risks that may impact performance (with this expectation not including Millicom’s prior receipt of $46 million of net proceeds from its previously announced Colombia tower sale) and Millicom’s Leverage will end 2024 near the intermediate term target of 2.5x (collectively, the “Preliminary 2024 Expectations”) and (ii) the Long-Range Plan, which was the basis of the Long-Range Plan Expectations. The 2024Q2 Preliminary Financial Review and the Long-Range Plan are referred to collectively as the “Expectation Details” and the Preliminary 2024 Expectations and the Long-Range Plan Expectations are referred to collectively as the “Expectations”.

The Expectations included in this press release are intended solely to provide the Shareholders access to certain of the Independent Committee’s interpretations of the Expectation Details that were made available to the Independent Committee, Millicom’s financial advisors and Nordea. The Expectation Details and the Expectations are not being included in this press release to influence the decision of any Shareholders regarding whether to tender Shares in the Offers or for any other purpose. The Expectation Details on which the Expectations were based may include projections that differ from publicly available analyst estimates and projections and do not take into account any events or circumstances after the date they were prepared, including the announcement of the Offers.

The Expectation Details on which the Expectations were based are also inherently based on assumptions as to certain business decisions that are subject to change. Important factors that may affect actual results and cause the Expectations not to be achieved include, but are not limited to, risks and uncertainties relating to Millicom’s business (including the ability to achieve strategic goals, objectives and targets over the applicable periods), industry performance and competition, general business, economic, regulatory, market and financial conditions and those risks and uncertainties detailed in Millicom’s public filings with the SEC, including those set forth in Millicom’s annual report on Form 20-F for the fiscal year ended December 31, 2023, filed with the SEC on March 12, 2024 (the “2023 Annual Report”), under the section entitled “Part I — Item 3. Key Information — D. Risk Factors”. Accordingly, there can be no assurance that the Expectations will be realized, and actual results may vary materially from the Expectations. Modeling and forecasting the future performance of a provider of fixed and mobile telecommunications services is a highly speculative endeavor.

The Expectations include certain financial measures which are not IFRS measures. Such financial measures should not be considered in isolation from, or as a substitute for, financial information presented in accordance with IFRS. Millicom’s calculations of these financial measures may differ from others in its industry and are not necessarily comparable with information presented under similar captions used by other companies. Please see “Non-IFRS Measures” and “Non-IFRS Financial Measure Descriptions” below for more information about these measures.

The inclusion of the Expectations in this press release should not be regarded as an indication that Millicom, Millicom’s financial advisors, Nordea or any of their respective affiliates, officers, directors, advisors or representatives considered or consider the Expectations to be predictive of actual future events, and the Expectations should not be relied on as such. None of Millicom, Millicom’s financial advisors, Nordea nor any of their respective affiliates, officers, directors, advisors or representatives can give any assurance that actual results will not differ materially from the Expectations.

In light of the foregoing factors and the uncertainties inherent in the Expectations, the Shareholders and other investors are cautioned not to place undue, if any, reliance on the Expectations.

Forward-Looking Statements

Statements included herein that are not historical facts, including without limitation statements concerning future strategy, plans, objectives, expectations and intentions, projected financial results, liquidity, growth and prospects, are forward-looking statements. Such forward-looking statements involve a number of risks and uncertainties and are subject to change at any time. In the event such risks or uncertainties materialize, Millicom’s results could be materially adversely affected. In particular, there is uncertainty about global economic activity and inflation, the demand for Millicom's products and services, and global supply chains. The risks and uncertainties include, but are not limited to, the following:

global economic conditions, foreign exchange rate fluctuations and high inflation, as well as local economic conditions in the markets we serve, which can be impacted by geopolitical developments outside of our principal geographic markets, such as the armed conflict between Russia and the Ukraine and related sanctions;

potential disruption due to diseases, pandemics, political events, armed conflict, acts by terrorists, including the impact of the COVID-19 virus and the ongoing efforts throughout the world to contain it;

telecommunications usage levels, including traffic, customer growth and the accelerated transition from traditional to digital services;

competitive forces, including pricing pressures, piracy, the ability to connect to other operators’ networks and our ability to retain market share in the face of competition from existing and new market entrants as well as industry consolidation;

the achievement of our operational goals, environmental, social and governance targets, financial targets and strategic plans, including the acceleration of cash flow growth, the expansion of our fixed broadband network, the reintroduction of a share repurchase program and the reduction in net leverage;

our ability to grow our mobile financial services business in our Latin American markets;

adverse legal or regulatory disputes or proceedings;

the success of our business, operating and financing initiatives and strategies, including partnerships and capital expenditure plans;

our expectations regarding the growth in fixed broadband penetration rates and the return that our investment in broadband networks will yield;

our ability to create new organizational structures for the Tigo Money and Towers businesses and manage them independently to enhance their value;

relationships with key suppliers and costs of handsets and other equipment;

disruptions in our supply chain due to economic and political instability, the outbreak of war or other hostilities, public health emergencies, natural disasters and general business conditions;

our ability to successfully pursue acquisitions, investments or merger opportunities, integrate any acquired businesses in a timely and cost-effective manner, divest or restructure assets and businesses, and achieve the expected benefits of such transactions;

the availability, terms and use of capital, the impact of regulatory and competitive developments on capital outlays, the ability to achieve cost savings and realize productivity improvements;

technological development and evolving industry standards, including challenges in meeting customer demand for new technology and the cost of upgrading existing infrastructure;

cybersecurity threats, a security breach or other significant disruption of our IT systems or those of our business partners, suppliers or customers;

the capacity to upstream cash generated in operations through dividends, royalties, management fees and repayment of shareholder loans; and

other factors or trends affecting our financial condition or results of operations.

A further list and description of risks, uncertainties and other matters can be found in the 2023 Annual Report, including those risks outlined in “Part I — Item 3. Key Information — D. Risk Factors”, and in Millicom’s subsequent SEC filings, all of which are available at www.sec.gov. All forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by this cautionary statement. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof. Except to the extent otherwise required by applicable law, we do not undertake any obligation to update or revise forward-looking statements, whether as a result of new information, future events or otherwise.

Non-IFRS Measures

This press release contains financial measures not prepared in accordance with IFRS. These measures are referred to as “non-IFRS” measures and include: non-IFRS service revenue, non-IFRS EBITDA, and non-IFRS Capex, among others. The non-IFRS financial measures are presented in this press release as Millicom’s management believes they provide investors with an additional information for the analysis of Millicom’s results of operations, particularly in evaluating performance from one period to another. Millicom’s management uses non-IFRS financial measures to make operating decisions, as they facilitate additional internal comparisons of Millicom’s performance to historical results and to competitors' results, and provides them to investors as a supplement to Millicom’s reported results to provide additional insight into Millicom’s operating performance. Millicom’s Remuneration Committee uses certain non-IFRS measures when assessing the performance and compensation of employees, including Millicom’s executive directors.

The non-IFRS financial measures used by Millicom may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies - refer to the section “Non-IFRS Financial Measure Descriptions” for additional information. In addition, these non-IFRS measures should not be considered in isolation as a substitute for, or as superior to, financial measures calculated in accordance with IFRS, and Millicom’s financial results calculated in accordance with IFRS and reconciliations to those financial statements should be carefully evaluated.

Non-IFRS Financial Measure Descriptions

Service revenue is revenue related to the provision of ongoing services such as monthly subscription fees for mobile and broadband, airtime and data usage fees, interconnection fees, roaming fees, mobile finance service commissions and fees from other telecommunications services such as data services, short message services, installation fees and other value-added services excluding telephone and equipment sales.

EBITDA is operating profit excluding impairment losses, depreciation and amortization, and gains/losses on fixed asset disposals.

EBITDA after Leases (EBITDAaL) represents EBITDA after lease interest expense and depreciation charge.

EBITDA Margin represents EBITDA in relation to Revenue.

Organic growth represents year-on-year growth excluding the impact of changes in FX rates, perimeter, and accounting. Changes in perimeter are the result of acquisitions and divestitures. Results from divested assets are immediately removed from both periods, whereas the results from acquired assets are included in both periods at the beginning (January 1) of the first full calendar year of ownership.

Net debt is Debt and financial liabilities, including derivative instruments (assets and liabilities), less cash and pledged and time deposits.

Leverage is the ratio of net debt over LTM (Last twelve month) EBITDAaL, proforma for acquisitions made during the last twelve months.

Capex is balance sheet capital expenditure excluding spectrum and license costs and lease capitalizations.

Cash Capex represents the cash spent in relation to capital expenditure, excluding spectrum and licenses costs.

Operating Cash Flow (OCF) is EBITDA less Capex.

Operating Free Cash Flow (OFCF) is EBITDA, less cash capex, less spectrum paid, working capital and other non-cash items, and taxes paid.

Equity Free Cash Flow (EFCF) is OFCF less finance charges paid (net), lease interest payments, lease principal repayments, and advances for dividends to non-controlling interests, plus cash repatriation from joint ventures and associates.

Operating Profit After Tax displays the profit generated from the operations of the company after statutory taxes.

Return on Invested Capital (ROIC) is used to assess the Group’s efficiency at allocating the capital under its control to and is defined as Operating Profit After Tax divided by the average invested Capital during the period.

Average Invested Capital is the capital invested in the company operation throughout the year and is calculated with the average of opening and closing balances of the total assets minus current liabilities (excluding debt, joint ventures, accrued interests, deferred and current tax, cash as well as investments and non-controlling interests), less assets and liabilities held for sale.

Average Revenue per User per Month (ARPU) for our Mobile customers is (x) the total mobile and mobile financial services revenue (excluding revenue earned from tower rentals, call center, data and mobile virtual network operator, visitor roaming, national third parties roaming and mobile telephone equipment sales revenue) for the period, divided by (y) the average number of mobile subscribers for the period, divided by (z) the number of months in the period. We define ARPU for our Home customers as (x) the total Home revenue (excluding equipment sales and TV advertising) for the period, divided by (y) the average number of customer relationships for the period, divided by (z) the number of months in the period. ARPU is not subject to a standard industry definition and our definition of ARPU may be different from other industry participants.

Please refer to our Current Report of Form 6-K, filed with the SEC on June 28, 2024, for a list and description of non-IFRS measures.

Other Disclaimers

Morgan Stanley & Co. International plc (“Morgan Stanley”) and Goldman Sachs International (“Goldman Sachs”) are acting as financial advisors to Millicom and to no one else. Morgan Stanley and Goldman Sachs are authorised by the Prudential Regulation Authority (“PRA”) and regulated by the Financial Conduct Authority and the PRA. In connection with such matters, Morgan Stanley’s and Goldman Sachs’ and their respective affiliates’ respective directors, officers, employees and agents will not regard any other person as its client, nor will Morgan Stanley or Goldman Sachs be responsible to anyone other than Millicom for providing the protections afforded to their clients or for providing advice in connection with the matters described in this announcement or any matter referred to herein.

Exhibit (a)(5)(C)

Independent Committee of the Board of Directors
Millicom International Cellular S.A.
2, Rue du Fort Bourbon

L-1249 Luxembourg

Grand Duchy of Luxembourg

Stockholm, 12 July 2024

As a basis for this opinion, Nordea has considered:

certain historical business and financial information relating to Millicom, including annual reports and interim reports;

II.

certain financial projections for Millicom prepared by the management of Millicom and approved for our use by the Independent Committee;

III.

IV.

certain financial projections for Millicom contained in certain securities analysts’ research reports;

certain public information regarding Millicom that Nordea considered to be relevant, including historical Common Share and SDR prices and trading volumes;

Nordea Bank Abp, filial i Sverige | Smålandsgatan 17 | SE-105 71 Stockholm | Sweden | reg.no. 516411-1683

VI.

certain information from external sources regarding the businesses of other companies which Nordea considered to be relevant in evaluating those of Millicom and certain other transactions which Nordea considered relevant in evaluating the Offers;

VII.

the Offer Documents; and

VIII.

such other information as Nordea deemed necessary or appropriate as a basis for this opinion.

Nordea is not a legal, regulatory, tax or accounting expert and has relied on the assessment made by Millicom and its other advisers with respect to any such issues.

Nordea will receive a fixed fee for its services upon delivery of this opinion as well as cost reimbursement of certain expenses, including legal fees. No part of the fee to Nordea is contingent upon or related to the size of the Offer Price or whether the Offers are completed or not. Millicom has also agreed to indemnify Nordea against certain liabilities that may arise out of its engagement. Moreover, Nordea and its affiliates have provided and may in the future provide certain investment banking, commercial banking, financial advisory and other services unrelated to the Offers to Millicom, the Bidder and their respective affiliates and have received or may receive customary fees for such services, including without limitation in connection with its engagement as Joint Global Coordinator, Joint Bookrunner and underwriter in connection with Millicom’s Rights Offering in June 2022. In addition, the Nordea group may in the ordinary course of its trading, brokerage and investment management activities, on its own behalf or on behalf of other parties, trade or take positions in securities directly or indirectly affected by the Offers.

NORDEA BANK ABP, FILIAL I SVERIGE

Corporate Finance

Exhibit (e)(1)

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

Directors and Senior Management (including Share Ownership)

See "Corporate GovernanceBoard GovernanceBoard Profile: Skills and Experience" for more information on our directors and senior management.

Compensation

For the financial year ended December 31, 2023, the total compensation paid to MIC S.A.s directors was $1.7 million and to the CEO and CFO the total cash compensation plus benefits (excluding pension) was $4.1 million. The total amounts set aside or accrued by Millicom to provide pension, retirement or similar benefits for the CEO and CFO was $0.5 million.

The Company provides information on the individual compensation of its directors and certain members of its executive management in its annual report filed with the Registre de Commerce et des Sociétés (Luxembourg Trade and Companies Register), the Sociétés de la Bourse de Luxembourg S.A. (Luxembourg Stock Exchange) and the Commission de Surveillance du Secteur Financier (CSSF). As that annual report is made publicly available, the relevant individual compensation information it contains for directors and executive management is included below.

Remuneration of Directors

Decisions on annual remuneration of directors (tantiémes) are reserved by the Articles of Association to the general meeting of shareholders. Directors are prevented from voting on their own compensation.The remuneration of the non-executive members of the Board of Directors comprises an annual fee and shares of MIC S.A. The remuneration is 100% fixed. Non-executive directors do not receive any fringe benefits, pensions or any form of variable remuneration. No remuneration was paid to any of the non-executive directors in 2023 or 2022 from any other undertakings within the Millicom Group.

Director remuneration is proposed by the Nomination Committee and approved by the shareholders at the AGM or other shareholders meetings. During early 2023, in proposing Director Remuneration, the Nomination Committee, received input from an external compensation advisor, including market and peer benchmarking, and considered the frequency of meetings and complexity of Millicoms business and governance structures. After consideration of these and other relevant aspects, the Nomination Committee proposed to keep the structure and propose no increase in the amount of remuneration for each role for the non-executive directors. In accordance with resolution 18 adopted by the AGM on May 31, 2023, the Nomination Committee of Millicom was instructed to propose Director remuneration for the period from the date of the 2023 AGM to the date of the AGM in 2024.

At the AGM held on May 31, 2023, MIC S.A.s shareholders approved the compensation for the nine non-executive directors expected to serve from that date until the 2024 AGM consisting of two components: (i) cash-based compensation and (ii) share-based compensation. The share-based compensation is in the form of fully paid-up shares of MIC S.A. Such shares are provided from the Companys treasury shares or if permitted, alternatively issued within MIC S.A.s authorized share capital exclusively in exchange for the allocation from the share premium reserve (i.e., for nil consideration from the relevant directors), in each case divided by the average Millicom closing share price on the Nasdaq in the US for the three-month period ending April 30, 2023, or US$18.75 per share, provided that shares shall not be issued below the par value. Executive Directors do not receive any remuneration in their capacity as Directors.

In respect of directors who do not serve an entire term from the 2023 AGM until the 2024 AGM, the fee-based and the share-based compensation is pro-rated pro rata temporis.

Director remuneration (Board and Committees) for the year ended December 31, 2023 and December 31, 2022 (covering the period from May 31, 2023 to the date of the AGM in May 2024 as resolved at the shareholder meeting on May 31, 2023) is set forth in the following table. See Board Committees section, starting on page 144 for details on those Directors that are also committee members.

	2023			2022
Name of Director	Cash-based fee	Share-based fee (i)	Total	Cash-based fee	Share-based fee (i)	Total
Name of Director	In thousands of USD
Mr. José Antonio Ríos García- Former chair of the Board (ii)	$105.0	$210.0	$315.0	$105.0	$210.0	$315.0
Ms. Pernille Erenbjerg - Deputy Chair of the Board	$100.0	$160.0	$260.0	$100.0	$160.0	$260.0
Ms. Maria Teresa Arnal (since May 2023)	$67.5	$105.0	$172.5	Not Applicable
Mr. Bruce Churchill	$90.0	$105.0	$195.0	$77.5	$105.0	$182.5
Mr. Tomas Eliasson	$100.0	$105.0	$205.0	$90.0	$105.0	$195.0
Mr. Michael Golan (since May 2023) (iii)				Not Applicable
Mr. Nicolas Jaeger (since May 2023)	$67.5	$105.0	$172.5	Not Applicable
Mr. Thomas Reynaud (since May 2023)	$67.5	$105.0	$172.5	Not Applicable
Ms. Blanca Treviño Vega (since May 2023)	$77.5	$105.0	$182.5	Not Applicable
Former Directors (in all cases, until May 2023)
Mr. Odilon Almeida - Former Chair of the Compliance and Business Conduct	Not Applicable			$80.0	$105.0	$185.0
Ms. Mercedes Johnson - Former Chair of the Audit and Compliance Committee	Not Applicable			$112.5	$105.0	$217.5
Mr. Lars-Johan Jarnheimer	Not Applicable			$67.5	$105.0	$172.5
Mr. James Thompson	Not Applicable			$90.0	$105.0	$195.0
Total (iv)	$675.0	$1,000.0	$1,675.0	$722.5	$1,000.0	$1,722.5

(i)

Share-based compensation for the period from May 31 2023to May 2024 was calculated by dividing the approved remuneration by the average Millicom closing share price on the Nasdaq in the US for the three-month period ending April 30, 2023 and represented a total of 53,343 shares. Total remuneration for the period from May31, 2023 to May 2024 after deduction of applicable withholding tax at source comprised 75% in shares and 25% in cash.

(ii)

Mr. Rios Garcia resigned from the board of directors on August 31, 2023.

(iii)

Mr. Golan declined to receive any director remuneration.

(iv)

Total remuneration for the period from May 31, 2023 to May 2024 after deduction of applicable withholding tax at source comprised 75% in shares and 25% in cash (2022: 73% in shares and 27% in cash).

Remuneration of Executive Management

See Compensation and T alen t Committee's Report section, starting on page 128.

Related Party Transactions

The related party transactions disclosures in our audited consolidated financial statements are in some respects broader than that required by Form 20-F. For purposes of consistency of presentation, references to "related parties" refer to the broader definition that is used in our audited consolidated financial statements. The Company conducts transactions with certain related parties on normal commercial terms and conditions as described in Note G.5. to our audited consolidated financial statements .

Shareholders and Representation of Shareholders

Shareholders and Shareholders Meeting

The shareholders meeting is Millicom's highest decision-making body and a forum for shareholders to voice their opinions. Each shareholder has the right to participate in the shareholders meeting and to cast one vote for every share. Shareholders unable to attend in person may exercise their rights by proxy or vote in writing (by way of proxies).

Millicoms Articles of Association set the Annual General Meeting of Shareholders (AGM) to be held in Luxembourg within six months of the close of the financial year.

Unless otherwise required under Luxembourg Law, an extraordinary general meeting (EGM) must be convened to amend the Articles of Association.

At the 2023 AGM, held in Luxembourg on May 31, 2023, shareholders approved all the resolutions proposed by the Board and Nomination Committee, including the following key items:

•

the annual accounts and the consolidated accounts for the year ended December 31, 2022;

•

the allocation of the profit of approximately $2 million of the 2022 results to the legal reserve, and the remaining $36 million to unappropriated net profits to be carried forward;

•

the discharge of all current and former Millicom Directors who served at any point in time during the financial year ended December 31, 2022, for the performance of their mandates;

•

the establishment of the number of Directors at ten (10) and election of the Board members and Chair of the Board (see "—Board Governance—Board Profile: Skills and Experience);

•

the re-election of Ernst & Young S.A., Luxembourg as Millicom's external auditor;

•

the remuneration to the Board members and external auditor;

•

the instruction to the Nomination Committee;

•

the share repurchase plan;

•

the 2022 Remuneration Report;

•

the senior management remuneration policy; and

•

the share-based incentive plans for Millicom employees.

On May 31, 2023 an Extraordinary General Meeting (the EGM) was held to increase the authorized share capital of the Company from three hundred million United States Dollars (USD 300,000,000) divided into two hundred million (200,000,000) shares with a par value of one dollar fifty cents (USD 1.50) each, to three hundred and seventy five million United States Dollars (USD 375,000,000) divided into two hundred and fifty million (250,000,000) shares with a par value of one dollar fifty cents (USD 1.50) each, and to renew the authorization granted to the Board of Directors to issue new shares up to a share capital of USD 375,000,000 divided into 250,000,000 shares with a par value of USD 1.50 per share, until May 31, 2028, and to amend the articles of association to incorporate these amendments. These resolutions were rejected.

On February 28, 2022, an Extraordinary General Meeting (the EGM) was held to increase the authorized share capital and amend the articles of association in preparation for the rights offering that was announced during the first quarter of 2022. The EGM resolved to increase the Companys authorized share capital from 133.3 million to 200 million ordinary shares, par value $1.50 per share. In June 2022, approximately 70.3 million ordinary shares were issued pursuant to the rights offering at a price of $10.61 per share.

Millicom governance deviated in 2023 in relation to the Swedish Code in the following areas:

Code requirement	Millicom practice	Explanation
1.5A shareholder, or a proxy representative of a shareholder, who is neither a member of the board nor an employee of the company is to be appointed to verify and sign the minutes of the shareholders meeting.	Minutes are signed by the Chair of the shareholders meeting (who is not a member of the Board or an employee of the Company), the meeting secretary and an appointed scrutineer.	Millicom is a legal entity incorporated in Luxembourg and, as such, it follows Luxembourg Law in connection with procedures and rules for its shareholders meetings.
2.3-Neither the chief executive officer nor other members of the executive management are to be members of the nomination committee.	Mr. Mauricio Ramos, the Interim Chair of the Board of Millicom, and its Chief Executive Officer, is a member of the nomination committee.	It follows from the Instruction to the Nomination Committee, resolved on May 31, 2023 at the annual general meeting of the Company, that the Chair of the Board shall be a member of the Committee. On August 31, 2023 Mr. Ramos was, after the resignation of the then current Chair, appointed as the Interim Chair of the Board, resulting in non-compliance with rule 2.3. After the 2024 AGM, Mauricio Ramos is expected to step down as CEO of the Company and remain as Executive Chair only.
2.4 Neither the company chair nor any other member of the board may chair the nomination committee.	On February 26, 2024, Aude Durand, the Chair of Millicoms Nomination Committee, was elected as a member of the Board of Millicom.	Following the tragic passing of Nicolas Jaeger, after consultation and with the approval of the Nomination Committee, the Board of Millicom appointed Ms. Durand as a replacement for Mr. Jaeger on the Board until the companys next AGM.

Major Shareholders

To the extent known to the Company, it is neither directly nor indirectly owned or controlled by another corporation, any government, or any other person. In addition, there are no arrangements, known to the Company, the operation of which may result in a change in its control in the future.

The table below sets out beneficial ownership of our common shares (directly or through SDRs), par value $1.50 each, by each person who beneficially owned more than 5% of our common shares.

Name of Shareholder	Common Shares	Percentage of Share Capital
Xavier Niel (1)	49,966,734	29.14	%
Dodge & Cox (2)	8,674,932	5.1	%

(1)

Information herein is based upon a Schedule 13D filed with the SEC on January 17, 2024 by Atlas Luxco S.à r.l., Atlas Investissement, NJJ Holding and Xavier Niel. Atlas Luxco S.à r.l., Atlas Investissement, NJJ Holding and Xavier Niel held 49,966,734 of our common shares (approximately 29.14% of common shares outstanding) as of January 17, 2024. The sole owner of Atlas Luxco S.à r.l. at December 31, 2023 was Atlas Investissement. The sole owner of Atlas Investissement at December 31, 2023 was NJJ Holding. The sole owner of NJJ Holding is Xavier Niel, and as a result, Xavier Niel is deemed to be a beneficial owner of NJJ Holding, Atlas Investissement and Atlas Luxco S.à r.l. As of December 31, 2022, Xavier Niel held 12,046,741 of our common shares (7.0% of common shares then outstanding). On March 8, 2024, we were informed by Atlas Luxco S.à r.l. that Michael Shalom Golan, a member of our Board of Directors, is an ultimate beneficiary of 2.5% of Atlas Luxco S.à r.l.

(2)

Information herein is based upon an Amendment No. 1 to Schedule 13G filed with the SEC on February 13, 2024.

Except as otherwise indicated, the holders listed above (holders) have sole voting and investment power with respect to all shares beneficially owned by them. The holders have the same voting rights as all other holders of MIC S.A. common shares. For purposes of this table, a person or group of persons is deemed to have beneficial ownership of any shares as of a given date which such person or group of persons has the right to acquire within 60 days after such date. For purposes of computing the percentage of outstanding shares held by the holders on a given date, any security which such holder has the right to acquire within 60 days after such date (including shares which may be acquired upon exercise of vested portions of share options) is deemed to be outstanding, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person.

Based upon the SDR ownership reported by Euroclear Sweden AB, as of December 31, 2023, there were 117 SDR holders in the United States holding 28,294,954 SDRs (representing 16.4% of the outstanding share capital as of such date). According to the records held by Broadridge Corporate Issuer Solutions Inc. reported as of December 31, 2023, there were 74 shareholder accounts in the United States holding 14,356,729 common shares (representing 8.3% of the outstanding share capital as of such date). However, these figures may not be an accurate representation of the number of beneficial holders nor their actual location because most of the common shares and SDRs were held for the account of brokers or other nominees.

Nomination Committee

Millicom's prior Nomination Committee, which was elected in October 2022 and served until the appointment of a new Committee in October 2023, was composed of:

Member	On behalf of	Position
Mr. Jan Dworsky	Swedbank Robur	Chair
Mr. Viktor Kockberg	Nordea Investment Funds	Member
Mr. Staley Cates	Southeastern Asset Management	Member
Mr. Gerardo Zamorano	Brandes Investment Partners	Member
Mr. José Antonio Ríos García	Appointed by shareholders at the 2022 AGM	Member
Mr. Nicolas Jaeger (from March 23, 2023 to May 31, 2023)	Atlas Luxco	Member
Ms. Aude Durand (from May 31, 2023)	Atlas Luxco	Member

Millicom's current Nomination Committee, elected in October 2023 is composed of:

Member	On behalf of:	Position
Ms. Aude Durand	Atlas Luxco	Chair
Mr. Jan Dworsky	Swedbank Robur	Member
Mr. Staley Cates	Southeastern Asset Management	Member
Mr. Mauricio Ramos	Appointed by shareholders at the 2023 AGM	Member

The Nomination Committee is appointed by the largest shareholders of Millicom. It is not a Board committee. Its role is to propose resolutions regarding electoral and remuneration issues to the shareholders meeting in a manner that promotes the common interest of all shareholders, regardless of how they are appointed. Nomination Committee members' terms of office typically begin at the time of the announcement of the interim report (covering the period from January to September of each year) and end when a new Nomination Committee is formed.

Under the terms of the Nomination Committee procedure, the committee consists of (i) three members appointed by the largest shareholders as of the last business day of June 2023 and (ii) the Company's Chair of the Board.

The Company's Articles of Association stipulate that the Nomination Committee rules and procedures of the Swedish Code of Corporate Governance shall be applied for the election of Directors to the Company's Board of Directors, as long as such compliance does not conflict with applicable mandatory law, applicable regulation or the mandatory rules of any stock exchange on which the Companys shares are listed.

Nomination Committee proposals to the AGM include, among others:

•

Election and remuneration of Directors of the Board and the Chair of the Board

•

Appointment and remuneration of the external auditor

•

Proposal of the Chairman of the AGM

Promoting Board Diversity

Millicoms Nomination Committee recognizes the importance of diversity for promoting strong corporate governance, competitive advantage and effective decision-making. The Nomination Committee is responsible for determining the appropriate skills, perspectives and experiences required of Board candidates based on the Companys strategic needs and the current Board composition. This determination will include knowledge, experience and skills in areas that are critical to understanding the Company and its business; richness of views brought by different personal attributes, such as gender, race, age and nationality; other personal characteristics, such as integrity and judgment; and candidates commitment to the boards of other publicly held companies.

In its work, the Nomination Committee applies rule 4.1 of the Swedish Corporate Governance Code as its diversity policy.

Board Diversity Matrix (As of December 31, 2023)

Country of Principal Executive Offices Home Country:	Luxembourg
Foreign Private Issuer	Yes
Disclosure Prohibited Under Home Country Law	No
Total Number of Directors	9

	Female	Male	Non-Binary	Did Not Disclose Gender

Part I: Gender Identity
Directors	3	6	0	0

Part II: Demographic Background
Underrepresented Individual in Home Country Jurisdiction	3
LGBTQ+	0
Did not disclose demographic background	0

Board Diversity Matrix (As of December 31, 2022)

Country of Principal Executive Offices Home Country:	Luxembourg
Foreign Private Issuer	Yes
Disclosure Prohibited Under Home Country Law	No
Total Number of Directors	9

	Female	Male	Non-Binary	Did Not Disclose Gender

Part I: Gender Identity
Directors	2	7	0	0

Part II: Demographic Background
Underrepresented Individual in Home Country Jurisdiction	4
LGBTQ+	0
Did not disclose demographic background	0

Board Governance

Written charters set out the objectives, limits of authority, organization and roles and responsibilities of the Board and each of its committees.

Board of Directors and Board Committees

The Chair convenes the Board and leads its work. The Chair is accountable to the Board and acts as a direct liaison between the Board and the management of the Company through the CEO. Meeting agendas are set with the CEO, and the Chair communicates Board decisions where appropriate.

Role of the Board

The Board is responsible for approving Millicoms strategy, financial objectives and operating plans, and for oversight of governance. The Board also plans for succession of the CEO and reviews other senior management positions.

As set forth in the Companys Articles of Association, the Board must be composed of at least six members. The 2023 AGM set the number of Directors at ten, comprising a Chair, a Deputy Chair and seven members. On August 31, 2023 the Chair resigned from the Board and the role of Chair was assigned to the Executive Director / CEO and from that time and at December 31, 2023 the Board comprised of eight Non-Executive Directors and one Executive Director (the CEO of Millicom). On February 26, 2024, Millicom announced the appointment of Aude Durand to its Board of Directors. In accordance with Millicoms Articles of Association, Millicoms Board of Directors, with the approval of Millicoms Nomination Committee, appointed Ms. Durand to fill the vacant Board position created by the tragic passing of Nicolas Jaeger until the next Annual General Meeting of shareholders.

The Board selects the CEO, who is charged with daily management of the Company and its business. The CEO is responsible for recruiting the senior management of the Company. The Board reviews plans for key senior management positions; supervises, supports and empowers the senior management team; and monitors senior managers' performance. In accordance with the Swedish Code, the division of work between the Board and the CEO is set forth in The Rules of Procedure, Instructions to the CEO and Reporting Instructions.

Further details on the roles and activities of the various committees, as well as their responsibilities and activities, appear later in this section.

Powers and Limitations of the Board

Borrowing powers: The Board has unrestricted borrowing powers on behalf of, and for the benefit of, Millicom.

Time and age limit: No age limit exists for being a Director of Millicom. Directors mandates can be for a maximum of six years before either being re-elected or ending their service. There are no restrictions on the maximum continuous period that a Director can serve. The current Directors have been elected for a term starting on the date of the 2023 AGM and ending on the date of the 2024 AGM (i.e., for approximately one year).

Restrictions on voting: No contract or other transaction between the Company and any other person shall be affected or invalidated by the fact that any Director, officer or employee of the Company has a personal interest inor is a Director, officer or employee ofsuch other person. However, the following conditions apply:

•

The contract or transaction must be negotiated on an arms-length basis on terms no less favorable to the Company than could have been obtained from an unrelated third party; and, in the case of a Director, he or she shall inform the Chair of his or her conflict of interest and abstain from deliberating and voting on any matters that pertain to such contract or transaction at any meeting of the Board.

•

Any such personal interest shall be fully disclosed to the Company by the relevant Director, officer or employee and, to the extent a Director is involved, to the next general meeting of shareholders.

•

Director's service agreements: None of MIC S.A's current directors have entered into service agreements with the Millicom Group or any of its subsidiaries providing for benefits upon termination of their respective directorships.

Share Ownership Requirements

Non-Executive Directors are not required to be shareholders of the Company. Share ownership of Directors is included in the Director biographies set out on the following pages. Directors and Non-Executive Directors collectively own less than 1% of the Company's outstanding shares as of January 31, 2024.

Insider Trading Policy

The Company has an insider trading policy governing the purchase, sale and other dispositions of our securities by directors, senior management and employees that are reasonably designed to promote compliance with applicable insider trading laws, rules and regulations, and any listing standards applicable to the Company.

Roles

Chair of the Board

The Chair is elected by the AGM. If the Chair relinquishes the position during the mandate period, the Board elects a new Chair from among its members to serve until the end of the next AGM. The Board Chair convenes the Board and leads its work, coordinates with the CEO to set the meeting agendas and serves as the Board's liaison to the CEO between meetings.

Deputy Chair of the Board

If elected by the Board, the Deputy Chair acts as a sounding board and provides support for the Chair. The Deputy Chair convenes Board meetings in accordance with the Companys Articles of Association and leads the Board's work in the event the Chair is unavailable or is excused from a Board meeting. The Deputy Chair may act as an intermediary in any conflicts among Board members or between the Chair and the CEO. The Board can designate additional roles and responsibilities of the Deputy Chair.

Corporate Secretary

The Corporate Secretary is appointed by the Board to ensure that Board members have the proper advice and resources for performing their duties. The Corporate Secretary is also responsible for organizing and coordinating Board and committee meetings and ensuring that the minutes of those meetings reflect the proper exercising of Board duties.

The Corporate Secretary is also a confidante and resource to the Board and senior management, providing advice on Board responsibilities and logistics.

Chief Executive Officer (CEO)

The CEO leads the development and execution of the Companys strategy with a view to creating shareholder value and enacting the Company's purpose. The CEO is responsible for day-to-day activities and management decisions, both operating and financial. The CEO is a liaison between the Board and management and communicates to the Board on behalf of management.

The CEO also leads Millicom's communications with shareholders, employees, government authorities, other stakeholders and the public.

Board Membership, Balance and Independence

The Nomination Committee and the Board periodically review the size, balance and diversity of the Board to determine whether any changes are appropriate.

At the AGM, held annually within six months of the end of the financial year, or at any other general meeting, shareholders may vote for or against the Directors proposed by the Nomination Committee. Shareholders that hold at least 5% of the share capital may propose additional Directors.

The Board has adopted the qualification guidelines of an independent director as defined by the Swedish Code, and with consideration of the specific independence requirements within the Nasdaq Stock Market rules. A Directors independence is determined by a general assessment of the Company or its executive management based on the Board's independence criteria. The following graphic shows the Board members' independence as of December 31, 2023, Following the tragic passing of Nicolas Jaeger, on February 26, 2024, Aude Durand, the Chair of Millicoms Nomination Committee, was elected as a member of the Board of Millicom (who is independent from the Company and its executive management, but not from the major shareholder, Atlas Luxco).

Factors considered to determine the Directors independence (i) from the Company, executive management and (ii) the major shareholders

Category	Test
Managerial duties	Is or has been the CEO of the Company or a closely related company within the past five years
Employment	Is or has been employed by the Company or a closely related company within the past three years
Other services	Receives a not-insignificant remuneration for advice or other services (beyond the remit of the Board position) from the Company, a closely related company or a person in the executive management of the Company
Business relationship	Has been in a significant business relationship or had other significant financial dealings with the Company or a closely related company within the past yearas a client, supplier or partner; either individually or as a member of the executive management team; or as a member of the Board or a major shareholder in a company with such a business relationship with the Company
Audit function	Is or has within the last three years been a partner at, or has, as an employee, participated in an audit of the Company conducted by the Companys or a closely related companys current or then auditor
Cross directorships	Is a member of the executive management of another company, if a member of the board of that company is a member of the executive management of the Company
Family relationship	Has a close family relationship with a person in the executive management of the Company, or with another person named in the points above, if that persons direct or indirect business with the Company is of such magnitude or significance as to justify the opinion that the Board member should not be considered independent
	YES to any of the above in relation to the Company or the management of the Company: => Typically not independent from the Company or its executive management
Assessment	YES to any of the above in relation to a major shareholder: => Typically not independent from a major shareholder

Swedish Code's independence provisions

Requirement	Compliant
The majority of Millicoms Board must be independent from the Company and its executive management team.	8 out of 9 Millicom Directors meet this criterion (89%)
At least two of those independent Directors must also be independent from the Companys major shareholders.	6 out of 9 Millicom Directors meet this criterion (67%)
The majority of the members of the Audit Committee are to be independent in relation to the Company and its executive management. At least one of the members who is independent in relation to the Company and its executive management is also to be independent in relation to the Companys major shareholders.	All of Millicom's Audit and Compliance Committee members meet this criterion (100%)
The Chair of the Board may chair the Compensation Committee. The other members of the committee are to be independent of the Company and its executive management.	All of Millicom's Compensation and Talent Committee members meet this criterion (100%)

Nasdaq Stock Market rules

Requirement	Compliant
The Audit Committee must have at least three members, all of whom meet Nasdaq Stock Market and U.S. Securities and Exchange Commission definitions of independence.	The four members of Millicom's Audit and Compliance Committee all meet this criterion (100%)

Board Profile: Skills and Experience

Mr. Mauricio Ramos

Executive Director, Interim Chair

Role: Re-elected as Executive Director in May 2023 and elected as Interim Chair on August 31, 2023; first appointed as Executive Director in June 2020

Nationalities: U.S. and Colombian citizen

Age: Born in 1968

Skills: Mr. Ramos brings his experience as CEO of Millicom, a position he has held since April 2015. During his tenure, he has designed, proposed and implemented the present strategy of the Millicom group, transforming the Company into a fixed internet and mobile business with a focus on Latin America. Under Mr. Ramos leadership, Millicom solidified its company purpose to build the digital highways that connect people, improve lives and develop communities and built a strong corporate culture described as Sangre Tigo.

Experience: Currently, Mr. Ramos serves as: (i) a member of the Board of Directors of Charter Communications (U.S.); and (ii) Commissioner at the Broadband Commission for Sustainable Development. Previously, Mr. Ramos served as President of Liberty Globals Latin American division, a position he held from 2006 until February 2015. During his career at Liberty Global, Mr. Ramos held several leadership roles, including positions as Chairman and CEO of VTR in Chile, Chief Financial Officer of Libertys Latin American division, and President of Liberty Puerto Rico.

Education: Lawyer and Economist, Los Andes University

Independence: Not independent from the Company and its executive management, independent of the Companys major shareholders

Millicom shareholding at January 31, 2024 (including holdings by closely related persons): 459,948 shares

Ms. Pernille Erenbjerg

Deputy Chair, Non-Executive Director

Role: Re-elected as a Non-Executive Director and Deputy Chair of the Board in May 2023; first appointed in January 2019

Nationality: Danish citizen

Age: Born in 1967

Skills: Ms. Erenbjerg brings years of experience operating a converged provider of communication and entertainment services and driving transformational processes in complex organizations, both organically and through M&A.

Millicom Committees: Chair of the Compensation and Talent Committee

Experience: Currently, Ms. Erenbjerg also serves as (i) Deputy Chair of Genmab, a dual listed company focusing on international biotechnology headquartered in Denmark; (ii) a Non-Executive Board member of RTL Group, Europe's largest broadcaster; and . (iii) Chair of the Board of KK Wind Solutions A/S (a Danish privately owned company providing various parts and solutions for the wind

industry). Previous roles include: (i) President and Group Chief Executive Officer of TDC, the leading provider of integrated communications and entertainment solutions in Denmark and Norway; and (ii) Chief Financial Officer and Executive Vice President of Corporate Finance at TDC, among others.

Education: MSc in Business Economics and Auditing, Copenhagen Business School

Independence: Independent from the Company, its executive management and its major shareholders

Millicom shareholding at January 31, 2024 (including holdings by closely related persons): 41,404 shares

Ms. Maria Teresa Arnal

Non-Executive Director

Role: First elected as a Non-Executive Director in May 2023

Nationality: Mexican, Venezuelan and Spanish citizen

Age: Born in 1971

Skills: Ms. Arnal brings her significant knowledge in the fields of digital payments and digital infrastructure businesses in Latin America, as well her experience in digital and new media technology, telecommunications and entertainment.

Millicom Committees: Member of the Compensation and Talent Committee

Experience: Ms. Arnal currently serves as a director of (i) Walmart of Mexico and Central America, (ii) Sigma Alimentos, S.A. de C.V., wholly owned by Alfa Corporativo, S.A. de C.V, a global food company headquartered and listed in Mexico, and (iii) Orbia, a purpose-driven growth company that tackles global challenges. Her previous experience includes (i) managing director for Google Mexico, (ii) Managing Director Spanish Speaking LATAM at Twitter, (iii) Chief Executive Officer and President at J. Walter Thompson Company in Mexico, (iv) General Manager, Director of Operations, Director of Sales, and Alliances Microsoft in Mexico, (v) consultant for The Boston Consulting Group and Booz, Allen & Hamilton. Furthermore, she founded Clarus, a leading digital marketing firm that was later acquired by WPP, and she has been involved with the tech start-up ecosystem in Latam as an investor and through Endeavor and several VC funds.

Education: Bachelors degree in Industrial Engineering from Andres Bello Catholic University (UCAB) and holds a Master of Business Administration (MBA) from Columbia Business School.

Independence: Independent from the Company, its executive management and its major shareholders

Millicom shareholding at January 31, 2024 (including holdings by closely related persons): 5,601 shares

Mr. Bruce Churchill

Non-Executive Director

Role: Re-elected as a Non-Executive Director in May 2023; first appointed in May 2021

Nationality: U.S. citizen

Age: Born in 1957

Skills: Mr. Churchill brings over 30 years of operational and strategy experience in the media industry, including senior management roles in Latin America.

Millicom Committees: Member of the Audit and Compliance Committee and member of the Compensation and Talent Committee

Experience: Currently, Mr. Churchill serves on the Board of Wyndham Hotels and Resorts, one of the largest hotel franchises in the world, where he also chairs the Compensation Committee and as a member of the Audit Committee. Previously, he served as (i) Non-Executive Director on the Board of Computer Sciences Corporation, a multinational corporation that provided IT services and professional services, from 2014 to 2017 (when the company merged with HP Enterprise); (ii) President of DIRECTV Latin America, LLC, from 2004 to 2015, and Chief Financial Officer of DIRECTV from January 2004 to March 2005; and (iii) President and Chief Operating Officer of STAR TV.

Education: MBA, Harvard Business School; Bachelor of Arts in American Studies, Stanford University

Independence: Independent from the Company, its executive management and its major shareholders

Millicom shareholding at January 31, 2024 (including holdings by closely related persons): 18,167 shares.

Ms. Aude Durand

Non-Executive Director

Role: Elected as a Non-Executive Director of the Board in February 2024

Nationality: French citizen

Age: Born in 1992

Skills: Ms. Durand brings years of experience in the telecommunications industry and know-how about

AI projects and cloud-based infrastructure.

Millicom Committees: None

Experience: Currently, Ms. Durand is the Deputy CEO at iliad Holding, where she is involved in key projects across iliads telecom operators in France, Italy and Poland. She also oversees iliads AI endeavors, including the creation of Kyutai, a world-class open-science AI lab. In addition to her role at iliad Holding, Ms. Durand holds positions as Chair of Scaleway (leading European cloud provider, owned by iliad) and Board Member of Monaco Telecom.

Education: Master of Science (MSc) in Management Science & Engineering from Stanford University (USA) and an Engineering Degree from Ecole Polytechnique (France)

Independence: Independent from the Company and its executive management, but not from the major shareholder (Atlas Luxco)

Millicom shareholding at January 31, 2024 (including holdings by closely related persons): no shares

Mr. Tomas Eliasson

Non-Executive Director

Role: Elected as a Non-Executive Director in May 2023; first appointed in May 2022

Nationalities: Swedish citizen

Age: Born in 1962

Skills: Mr. Eliasson brings to the Millicom Board significant experience as a Chief Financial Officer (CFO) for multinational and global Swedish companies in roles that span governance and oversight over financial reporting, internal control, and risk management processes and procedures within global finance functions. He also brings extensive knowledge of Millicom, having served as a Non-Executive Director and Chair of the Audit Committee for seven years between 2014 and 2021.

Millicom Committees: Chair of the Audit and Compliance Committee

Experience: Currently, Mr. Eliasson serves as: (i) Non-Executive Director of Riksbankens Jubileumsfond, a Swedish foundation promoting and supporting research in the humanities and social sciences; (ii) Non-Executive Director of Boliden, a metals company with a focus on sustainable development, listed in Nasdaq Stockholm; (iii) Non-Executive Director of Telia Company, a listed telecommunications, media and entertainment company; and (iv) Non-Executive Director of Elekta AB a company providing precision radiation therapy solutions. Previously, Mr. Eliasson served as: (i) Chief Financial Officer (CFO) of Sandvik AB, a global high-tech engineering group providing solutions for the manufacturing, mining and infrastructure industries, until January 2022; (ii) CFO of Electrolux, a leading global appliance company listed in Nasdaq Stockholm; (iii) CFO of ASSA ABLOY Group, a global leader in access solutions, listed in Nasdaq Stockholm; and (iv) CFO of SECO Tools, a global metal cutting and machining solutions provider, among others.

Education: Bachelor of Science in Business Administration and Economics, University of Uppsala

Independence: Independent from the Company, its executive management and its major shareholders

Millicom shareholding at January 31, 2024 (including holdings by closely related persons): 12,743 shares

Mr. Michael Golan

Non-Executive Director

Role: First elected as a Non-Executive Director in May 2023

Nationality: Israeli citizen

Age: Born in 1978

Skills: Mr. Golan brings insights from his experience as CEO in the telecommunications and media sectors and creating a mobile operator in Israel.

Millicom Committees: Member of the Audit and Compliance Committee

Experience: Mr. Golan created Golan Telecom in 2010 the 5th Israeli mobile operator at the time. Golan Telecom was sold in 2017. Before that, he joined the Iliad group as Chief Operating Officer and soon became CEO of Iliad, a position he left in 2007.

Education: Mr. Golan is a graduate of ESCP/EAP business school and Paris Dauphine University.

Independence: Independent from the Company and its executive management, but not from the major shareholder (Atlas Luxco)

Millicom shareholding at January 31, 2024 (including holdings by closely related persons): no shares

Mr. Thomas Reynaud

Non-Executive Director

Role: First elected as a Non-Executive Director in May 2023

Nationality: French citizen

Age: Born in 1973

Skills: Mr.Reynaud brings extensive experience in driving growth in the telecommunications and media sector and has advised several companies in these areas on their business development and IPOs.

Millicom Committees: Member of the Compensation and Talent Committee

Experience: Currently, Mr. Reynaud serves as (i) Chief Executive Officer and a member of the Board of Directors of Iliad Group, the parent of Free in France, Iliad in Italy and Play and UPC Polska in Poland; (ii) a Board member of the Mozaïk Foundation, an active supporter of the ScholaVie association which campaigns for positive schooling; and (iii) a partner of several innovative ventures in the agrifood sector. Mr. Reynaud joined Iliad in 2007, tasked with structuring the Groups growth. He first served as Head of Business Development before becoming Chief Financial Officer in 2008 and then a Senior Vice-President in 2010. He has been the Groups Chief Executive Officer since May 2018. Thomas began his career in New York in 1997. He then went on to become Managing Director in charge of the Telecoms and Media sector at Société Générale, where he advised European companies on their business development, and notably Iliad at the time of its IPO.

Education: Graduate of HEC business school and New York University

Independence: Independent from the Company and its executive management, but not from the major shareholder (Atlas Luxco)

Millicom shareholding at January 31, 2024 (including holdings by closely related persons): 5,601 shares

Ms. Blanca Treviňo

Non-Executive Director

Role: First elected as a Non-Executive Director in May 2023

Nationalities: Mexican and U.S. citizen

Age: Born in 1962

Skills: Ms. Treviňo brings her wide-ranging international experience in IT services in emerging countries, particularly in Latin America, as well as strong leadership and perspectives in the rapidly evolving world of business technology.

Millicom Committees: Member of the Audit and Compliance Committee

Experience: Ms. Treviňo is the President, CEO, and co-founder of Softtek, a global company dedicated to helping organizations evolve through technology. She also serves as (i) Co-Chair of the Partnership for Central America, an initiative supported by the Vice-President of the United States, (ii) Vice-President of the Mexican Business Council, (iii) non-executive director at the Mexican Stock Exchange, (iv) director at Altan Redes, a private company that is the designer, developer, and operator of the shared telecommunication networks initiative in Mexico, and (v) member of the Advisory Council of the MIT School of Engineering, Previously she served as (ii) director at Grupo Lala, (ii) director at the Americas Society, (iii) director at Council of the Americas, (iv) director at the Ibero-American Council on Productivity and Competitiveness, and (v) independent director of Walmart Mexico for 15 years, as well as an independent director of companies such as Goldcorp and the state-owned Federal Electricity Commission.

Education: Bachelors degree in Computer Science from the Instituto Tecnológico y de Estudios Superiores de Monterrey (ITESM).

Independence: Independent from the Company, its executive management and its major shareholders

Millicom shareholding at January 31, 2024 (including holdings by closely related persons): 5,601 shares

Board Program

Summary of Board Activities in 2023

Immediately after the 2023 AGM, the Board of Directors held a meeting during which it agreed on key governance matters, the calendar and an annual program consisting of specific areas of focus on which the Board has a role to oversee and advise the Company.

Specific projects and topics arise in the normal course of business and are added to the program of the Board; some of these are handled by specific Board committees.

Board program and Area of Focus in 2023

Board annual program	Focused actions
1. Strategic review	Discussed, reviewed and approved the strategy
	Oversaw and approved the recapitalization of the Colombia business
	Oversaw progress in carving out the MFS and Lati tower infrastructure businesses
	Discussed with the Executive Team industry and geographic trends and the operational and financial strategy for each country, with specific focus on Colombia and Guatemala
2. Operating and financial performance review	Discussed priorities and challenges for each of the operations, including development of MFS, cable and mobile data businesses, efficiency measures and capital expenditure allocation
	Monitored challenges, threats, opportunities and other consequences of the macroeconomic climate on the business and strategy
	Reviewed and approved spectrum acquisition, updated 2023 budget and discussed and approved the 2024 budget
3. Corporate governance, legal and compliance matters	Made revisions and updates to governance documents (Board and committee charters, procedural rules and instructions to the CEO as well as the authority matrix)
3. Corporate governance, legal and compliance matters	Elected the Deputy Chair and Committee Chairs and members, and elected the Interim Chair of the Board
4. ESG; sustainability and other external affairs related matters	Oversaw initiatives in implementation of the ESG strategy and progress toward sustainability targets
	Reviewed the external affairs strategic framework and implementation activities
	Periodically reviewed the political situation by market, with a specific focus on election periods, international relations and advice on related risk management
	Reviewed regulatory and engagement challenges
	Reviewed climate-related risks and impact of the business on climate change
5. Organizational structure and corporate culture	Participated in performance reviews of the Executive Team and of the management, and changes in organizational and reporting structures
	Oversaw organizational and operational model changes
	Oversaw succession planning for the Executive Team
	Reviewed cultural initiatives, including DE&I developments
6. External financial reporting and non-financial performance	Held periodic meetings with the external auditors to review the financial position and reviewed and approved related reporting
	Reviewed the 2022 Annual Report and 20-F, including the 2022 Consolidated Financial Statements of the Company
	Reviewed quarterly earnings releases and 2023 interim consolidated financial statements
	Approved corporate finance strategy, including liability management initiatives to extend maturity and lower average cost of debt
7. Risk management	Participated in the annual risk reassessment and reviewed the key risks facing the Group and its approach to managing risks
7. Risk management	Set the risk appetite of the Group
8. Capital structure and shareholder remuneration policy	Approved refinancing of Group and local bonds and loans to extend maturity and lower average cost of debt
8. Capital structure and shareholder remuneration policy	Recommended the shareholder remuneration policy and approved the share repurchase plan; 282,724 shares were repurchased during 2023
9. Portfolio management, including acquisitions and divestments	Discussed acquisition and disposal developments and opportunities with particular focus on carve-out and monetization of tower infrastructure assets
10. Board performance self-evaluation	Completed an annual self-evaluation of combined Board performance and individual performances and reported to the Nomination Committee
11. HR matters	Evaluated the performance and approved the compensation of the CEO
11. HR matters	Oversaw succession planning for the Executive Team
12. Reports from committees	Regularly reviewed reports from Audit and Compliance Committee, and Compensation and Talent Committee on recent activities
12. Reports from committees	Discussed Nomination Committee Director appointment proposals

Induction and Training

Millicom provides incoming Board members with information on their roles and responsibilities, the Board's operating procedures and Millicoms business and industry. We provide access to governance documents, policies and procedures; meeting materials; and Company information through a secure online tool, in meetings set with the Executive Team, and through ongoing dissemination of information.

Millicom provides training on topics such as anti-bribery and corruption, ethics, independence and insider trading. In addition, the Board regularly receives detailed reports on specific areas that support Directors' understanding of Millicoms business and operating environment.

In 2023 the Directors participated in a visit to Millicoms operations in Guatemala to learn about the characteristics of the local market, see aspects of the business in operation, and interact with local management.

Board Effectiveness

The Board conducts an annual performance review process, wherein each Board members personal performance is also reviewed. This involves assessing Board and committee actions and activities against the Boards mandate, as determined in the Board Charter, and the mandates of its various committees.

In 2023, the Board used a questionnaire to assess its performance against the Board's key duties, its composition and processes, and the performance of individual Board members. The results of the evaluation were presented to the Nomination Committee. In addition, the Nomination Committee continued the engagement with an international consultancy firm to assist in an assessment of the composition of the Board, now and for the future.

Board Meetings/Attendance at Regularly Scheduled Meetings of the Board in the 2023 Financial Year

Director	Meeting Attendance	%
Mr. Mauricio Ramos	10 of 10	100
Ms. Pernille Erenbjerg	8 of 10	80
Ms. Maria Teresa Arnal	6 of 6	100
Mr. Bruce Churchill	10 of 10	100
Mr. Tomas Eliasson	9 of 10	90
Mr. Michael Golan	5 of 6	83
Mr. Nicolas Jaeger	6 of 6	100
Mr. Thomas Reynaud	5 of 6	83
Ms. Blanca Treviño Vega	6 of 6	100
Attendance	65 of 70	93
Former Director (until August 2023)
Mr. José Antonio Ríos García	8 of 8	100
Former Directors (until May 2023)
Mr. Odilon Almeida	4 of 4	100
Mr. Lars-Johan Jarnheimer	4 of 4	100
Ms. Mercedes Johnson	4 of 4	100
Mr. James Thompson	4 of 4	100
Overall attendance	89 of 94	95

Board Committees

The Board is supported by committees (Audit and Compliance Committee and Compensation and Talent Committee) that work on behalf of the Board within their respective areas of responsibility. From time to time, the Board delegates authority to an ad hoc work group so that it may resolve a specific matter on its own without having to go before the full Board for approval.

I. Audit and Compliance Committee

Letter from the Chair of the Audit and Compliance Committee

I am pleased to present the Audit and Compliance Committees report for 2023. We convened eight formal meetings during the financial year in order to satisfy our established set of responsibilities.

In a dynamic landscape marked by global economic shifts, persistence of macroeconomic headwinds, and managements actions to position the company to drive an increase in annual equity free cash flow generation, Millicom demonstrated resilience, achieving key milestones in 2023, paving the way for a strong 2024. These developments alongside evolving technological advancements and new regulatory requirements, such as Environmental Social and Governance (ESG) disclosures, cybersecurity, among otherspresented both opportunities and challenges that shaped the agenda of the Audit and Compliance Committee throughout the year.

Compliance Related topics

In 2023, we continued to develop the ethics and compliance program to better assist employees in doing the right thing the right way, including continuing to improve the program's reach. As such, we continued enhancing our three strategic focus points: embed and entrench, communication, and data analytics. With compliance integrated within the Company's business processes, compliance teams are better able to detect and mitigate any potential risks in real time. Additionally, the compliance function disseminated its messages in conjunction with other departments in a clear and understandable manner, with everyone in the organization apprised of both risks and controls that are in place. Similarly, we used data collected on our platforms to develop action plans and attack root causes.

In focusing on the most pressing risks in 2023, we continued reinforcing the main elements of our compliance program, including our annual training for the entire Company. The training covered, among other topics, our Code of Conduct, our Speak Up campaign, our anti-corruption policy and our anti-money laundering (AML) program.

The training campaign this year was designed and prepared using in-house talent and resources. Employees across the Company participated in creating, producing and delivering a 100% Tigo-customized course.

We continued to build and refine our ethics and compliance program in 2023. This included our AML and Government Interactions policies. These revised policies aim to mitigate the current risk landscape and adopt best practices across the board.

Audit Related topics

Supported by the guiding principles established by management and periodic updates on the strength of the business, the Audit and Compliance Committee engaged in risk oversight of critical areas like ESG, cybersecurity, supply chain challenges and other external threats. Further, our overarching objectives included ensuring the integrity of the Groups financial reporting and that appropriate accounting judgments were made, assessing the external auditor's effectiveness, and overseeing the status of the internal control environment.

Our Internal Audit Team assisted the committee by harmonizing their plans and assurance activities with the evolving risk profile and prioritizing reviews to provide consulting services where appropriate. These activities generated relevant recommendations aimed at enhancing the control posture of the company.

In addition to tracking important regulatory developments in financial reporting, the committee monitored tax obligations, new debt issuance and refinancing activities, as well as the evolution of Millicoms risk management programs.

I wish to extend my appreciation to my colleagues for their support of and commitment to the activities of the committee. On behalf of the Board, I would like to reconfirm our commitment to a culture of ethics and strong compliance that leads to success for the business and pride for our Company by making it happen the right way.

I look forward to continue performing our duties until the conclusion of our mandate at the 2024 AGM.

Mr. Tomas Eliasson

Chair of the Audit and Compliance Committee

Audit and Compliance Committee Members and Attendance at Regularly Scheduled Meetings in 2023

Audit and Compliance Committee	Position	First appointment	Meetings/attendance	%
Mr. Tomas Eliasson	Chair*	May 2022	8 of 8	100
Mr. Bruce Churchill	Member	May 2021	8 of 8	100
Mr. Michael Golan	Member	May 2023	3 of 4	75
Ms. Blanca Treviño Vega	Member	May 2023	4 of 4	100
Attendance			23 of 24	96
Ms. Mercedes Johnson	Former Chair of the Audit Committee and former Member of the Compliance and Business Conduct Committee	May 2019 (until May 2023)	4 of 4	100
Mr. James Thompson	Former Member of the Audit Committee	January 2019 (until May 2023)	3 of 3	100
Mr. Odilon Almeida	Former Chair of the Compliance and Business Conduct Committee	November 2015 (until May 2023)	1 of 1	100
Overall attendance			31 of 32	97

*Designated as having specific accounting competence as per the EU Directive.

In addition, the Interim Chair of the Board, Mr Mauricio Ramos (as from 31 August, 2023) and the former chair of the Board, Mr. José Antonio Ríos García (until 31 August, 2023), attended all of the Audit and Compliance Committee meetings.

Appointment and Role of the Audit and Compliance Committee

Millicom's Directors have established an Audit and Compliance Committee that convenes at least four times a year and comprises a minimum of two directors. The Audit and Compliance Committee is composed solely of Non-Executive Directors, all of whom were independent Directors in 2023. Members are appointed to ensure there is a mixture of relevant experience in both finance and broader commercial matters. The Board is confident that the collective experience of the members enables them to act as an effective Audit and Compliance Committee. The Audit and Compliance Committee is also satisfied that it has the expertise and resources available to fulfill its responsibilities.

This committee has responsibility to assist the Board in its responsibility for the robustness, integrity and effectiveness of financial reporting, risk management, internal controls, cybersecurity program, internal audit and external audit process, as well as compliance with related laws and regulations; and to oversee the Companys compliance program, standards of business conduct and related investigations, and to monitor the Companys actions and resources in these areas. Millicoms Audit and Compliance Committee reports on and makes recommendations to the full Board regarding the Groups compliance programs and standards of business conduct. The ultimate responsibility for reviewing and approving Millicoms Annual Report and accounts remains with the Board.

The Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, VP Risk Management & Internal Audit, Head of Business Controls, Chief Legal and Compliance Officer, Chief Commercial & Technology Officer, Chief Information Security Officer, Chief External Affairs Officer and representatives from the Company's external auditor EY are invited to attend committee meetings. The Secretary of the committee is the Group's Company Secretary. The Audit and Compliance Committee Chair prepares the meeting agenda in conjunction with the Chief Financial Officer and Chief Legal and Compliance Officer. Regular private sessions are held, attended only by Audit and Compliance Committee members and the external auditor, to provide an opportunity for open dialogue without management present. The CEO and Executive Team are committed to our Sangre Tigo culture and are actively involved in fostering a culture of ethics and compliance from the top across all our lines of business.

At each regularly scheduled meeting, the Audit and Compliance Committee receives reports from the Chief Financial Officer, the external auditor, and the heads of Risk Management & Internal Audit and Business Controls. Additional reports are submitted by other officers of the Company as required. The Audit and Compliance Committee received the required information from the external auditor in accordance with Luxembourg regulations.

Summary of Areas of Focus and Actions in 2023

Financial reporting (refer to the following pages for details)	Reviewed key accounting and reporting matters at each meeting.
	Reviewed and approved each quarters earnings release and the 2023 annual earnings release; the Annual Report and 20-F together with the consolidated financial statements; the 2023 half-year earnings release; and each quarter's interim financial statements.
	Reviewed the latest accounting developments and their effect on the financial statements..
	Reviewed the alternative performance measures policy.
External auditor (refer to the following pages for details)	Received reports from the external auditor at each meeting in compliance with EU regulations covering important financial reporting, accounting and audit matters; including updates on SEC and CSSF guidelines.
	Approved the 2023 external audit strategy and fees and the proposed approach to address the challenges posed by external factors (such as economic pressures, cybersecurity threats, among others) and internal factors (such as the Everest project).
	Considered the results of control testing performed by the external auditor in accordance with Section 404 of the Sarbanes-Oxley Act of 2002
	Reviewed the performance of the external auditor and its independence, including the revision and approval of all audit, audit-related and non-audit services rendered by the external auditors.
Risk Management & Internal Audit activities (Refer to the following pages for details)	Provided guidance and oversight over risk management processes
	Reviewed alignment of top risks with strategy and recommended risk appetite
	Reviewed regular risk reports and risk management remediation plans
	Approved the annual Internal Audit plan and subsequent updates to the plan
	Reviewed internal audit findings arising from the delivery of the 2023 audit plan
Business controls and SOX (Refer to the following pages for details)	Reviewed the results of Millicoms Sarbanes-Oxley program.
	Received and reviewed findings and recommendations regarding the design and operating effectiveness of internal controls over financial reporting based on the cycle of management testing of internal controls
Governance	Reviewed and approved the Internal Audit Charter and Enterprise Risk Management Charter.
ESG reporting	Reviewed the 2022 EU Taxonomy report, the progress on the effective CSRD legislation (that would become applicable for Millicom for financial year 2024) and upcoming SEC climate-disclosure proposed rules.
Financing, treasury and tax	Reviewed the Groups tax strategy and structure and approved the tax policy
Financing, treasury and tax	Approved the updated Group treasury and related policies, including policies on hedging and financial risk management
Fraud management	Reviewed fraud-related cases, investigations and remedial actions
Revenue assurance	Received updates on revenue assurance activities
Revenue assurance	Reviewed trends and actions taken to minimize loss and revenue leakage
Related party transactions	Reviewed related party transactions

Compliance program elements reviewed	Monitored anti-corruption program and automated procedures, including those covering new and emerging areas of risk and strengthening of the overall program.
	Published revised compliance policies and procedures and communicated them to the whole organization.
	Reviewed training completion rates on Company compliance policies as part of select managers' KPIs.
	Incorporated compliance factors into executives incentive programs for the sixth consecutive year; bonus awards are tied to achievement of compliance KPIs. Code of Conduct training is a requisite to access bonus in the whole organization.
Reporting and investigations	Supported Speak Up program by receiving updates on the use of Speak Up resources to report issues of perceived non-compliance with our policies and values
Global anti-money laundering (AML) program	Reviewed the implementation of the in-house transaction monitoring tool in Paraguay, Guatemala and Panama.
	Approved the group-level AML training proposed by the Corporate Compliance Department
	Supported on-site AML reviews to all MFS and Telco operations, except Bolivia and Colombia.
Information security and cybersecurity	Reviewed the Information Security Framework, organization and governance
	Reviewed the Information Security Program, including risk management, vulnerability management, and awareness and training, among others
	Reviewed reports on cybersecurity incidents, including impact, responses and remediation
	Reviewed maturity improvement plans related to the NIST Cyber Security Framework (CSF) implementation

The Audit and Compliance Committee held eight meetings during 2023, including five meetings coinciding with key dates in Millicoms external reporting calendar.

Financial reporting

The Audit and Compliance Committee reviewed earnings releases and financial statements for each quarter. Comprehensive reports from management and the external auditors highlighted the significant judgmental accounting issues for the attention of the committee. Reporting and disclosure topics under both EU and U.S. listing requirements were addressed. To assist with all matters related to earnings releases, financial statements and other market disclosures, Millicom has a Management Disclosure Committee composed of senior management from Finance, Legal, Compliance, Communications, Investor Relations and other functions as and when required. The Disclosure Committee identifies and considers disclosure matters in market releases, including releases that may contain material financial information.

External Auditor

Effectiveness

The quality and effectiveness of the external audit matter greatly to the Audit and Compliance Committee. A detailed audit plan outlining the key risks and proposed geographical coverage is prepared and discussed with the Audit and Compliance Committee at the start of each annual audit cycle. The committee assessed audit quality by referring to the standard of the reports received, the caliber of senior members of the audit team and the depth of inquiry and discussions with executive management, in addition to management feedback provided to the Audit and Compliance Committee. This feedback allows the committee to monitor and assess the performance of the external auditor as part of a recommendation to the Board regarding the auditor's appointment.

Independence

The Audit and Compliance Committee has policies to maintain the independence of the external auditor and to govern the provision of audit and non-audit services. The policies and approval process of non-audit services and audit-related services comply with SEC independence rules and with the latest EU and local regulations. Under these rules, the Audit and Compliance Committee pre-approves a list of services that can be rendered by the audit firm. If services to be rendered are pre-approved in nature, management can approve them when requested (following an established authority matrix) and present them to the Audit and Compliance Committee on a quarterly basis for formal approval. If services to be rendered are not pre-approved, they should be pre-approved by the Chair of the Audit and Compliance Committee when requested and then submitted to the next full Audit and Compliance Committee for formal approval. A schedule of all non-audit services with the external auditor is reviewed at each meeting.

For the year ended December 31, 2023, the Audit and Compliance Committee approved fees for audit and audit-related services of $6.4 million, together with fees for non-audit work of $0.5 million.

In compliance with independence rules, the previous audit partner rotated off the audit in 2019 and the current audit partner will rotate off after the audit of the consolidated financial statements as of December 31, 2023.

Risk Management and Internal Audit

Risk Management

The Audit and Compliance Committee received regular reports on the Groups risk management framework and process from the Management Risk Committee, as well as reports on the evolution of significant risks at both operational and Group levels and related mitigation and risk management actions. Further information is set out in the Risk Management section of this Annual Report, starting on page 41.

In addition, the Audit and Compliance Committee reviewed financial risk, tax risks, policy and strategy, treasury policy and risks, and Group insurance coverage.

Internal Audit

The Internal Audit team provides independent and objective assurance, and consulting services over the design and effectiveness of Millicoms internal control environment, governance, and risk management processes. The Internal Audit team employs a robust methodology that supports the systematic execution of internal audit activities reflected through a risk-based annual Internal Audit Plan.

The annual Internal Audit Plan is developed in alignment with the strategic risks of Millicom as well as consideration of the companys strategic priorities, input from senior management, external audit findings, industry-relevant developments, and Internal Audits knowledge of the business. Before the start of the fiscal year, the Audit and Compliance Committee approves the annual Internal Audit plan, which includes assurance and advisory projects and other risk assessment initiatives, and assesses the adequacy of the budget and resources.

Execution of the 2023 Internal Audit Plan provided the Executive Management Team and the Audit and Compliance Committee with an independent view of the effectiveness of Millicoms internal control environment and governance processes in operational, financial, compliance, and technology areas. At each meeting, the Audit and Compliance Committee received a report on internal audit activities, progress against the plan, updates to the plan, and results of the audits completed in the period, including associated recommendations and management action plans where findings were identified.

Internal Controls and SOX

The Audit and Compliance Committee received the results of management's testing of key controls and testing by the external auditors. Management concluded that the Group had maintained effective internal controls over financial reporting.

A debrief of the Sarbanes-Oxley status program was held. The Committee also reviewed and approved the planned scope of the 2023 program and approach to testing of key controls.

The Committee reviewed regular reports on the results of management testing of key controls and the progress made to address any control gaps.

II. Compensation and Talent Committee

Letter from the Chair of the Compensation and Talent Committee

I am pleased to present the 2023 Remuneration Report. The key remuneration highlights for the year are summarized below. Further details are provided in the "Compensation and T alen t Committee's Report".

The Committee meets regularly to review executive compensation and other Human Resources related matters to ensure competitiveness across our markets. We believe in paying for performance, which encompasses both short-term and long-term incentives. Talent constitutes a fundamental cornerstone for our company. Therefore, we deem it imperative to integrate talent management considerations within the scope of the Compensation Committee. With this enhancement, we formally renamed the committee to Compensation and Talent Committee.

Consequently, as of September 2023, the committee, previously comprised of three Board of Directors members, expanded to encompass five members, dedicated to addressing both Talent and Compensation matters: Ms. Pernille Erenbjerg (Chair), Ms. Maria Teresa Arnal, Mr. Bruce Churchill, Mr. Thomas Reynaud and the late Mr. Nicolas Jaeger.

On August 31, 2023, Mauricio Ramos, our CEO, was appointed interim Chair of the Board. To drive profitable growth within the company, with a focused approach on leading all operational and financial responsibilities, the role of President/COO has been created. Maxime Lombardini was appointed to take on this role, and with his background, experience, and proven track record, he has been instrumental in achieving the stated objectives.

In the face of high inflation rates, escalating debt service costs, and elevated competition in our markets, it had become imperative to further enhance our efficiency program, Project Everest. The efficiencies afforded by Everest enhance our ability to continue investing in the business and to secure access to capital, enabling us to sustain our deeply held purpose: to build digital highways that connect our people and foster the development of our communities. It is within this context that, in the year 2023, two waves of a corporate-level restructuring plan were implemented, from March to December.

Our 2023 remuneration policy focused on a total compensation approach which consists of:

a) a base salary, various benefits and pension arrangements;

b) a high variable component through an annual short-term incentive (STI) bonus;

c) for senior management only, a portion (30-40%) of this bonus is paid in cash, while the remaining portion is made as an equity grant from the deferred share plan (DSP), with vesting over 3 years 30%/30%/40%); and,

d) for top executives only, a long-term incentive plan (LTI) that consists of an equity grant from the performance share plan (PSP).

The committee believes this blended approach balances both short-term and long-term focus. Specifically for the Chief Executive Officer (CEO) and Executive Vice Presidents (EVPs), the majority of their total compensation is variable, with a high proportion paid in shares. This aligns management and shareholder interests by measuring performance, payment in shares and extended time horizons for vesting.

A substantial part of the annual bonus (STI) for the top roles of the organization, including the CEO and EVPs is paid in shares that vest prorated over three years (DSP). In addition the long-term incentive awards under the Performance Share Plan (PSP) cliff vest after three years and are fully paid in shares.

For our STI, 60% of the 2023 bonus was based on performance against three financial targets: Service revenue, EBITDA and Operating free cash flow after leases (OFCFaL). Of the remaining 40%, 10% was allocated to customer satisfactionmeasured using Relational Net Promoter Score (rNPS)and 30% was based on individual strategic objectives.

For the Long-Term Incentive component, in 2023, we introduced an ESG metric in addition to Service Revenue, Operating free cash flow after Leases (OFCFaL) and relative Total Shareholder Return.

We also encourage our top leaders to take a longer-term view on positive business performance in alignment with Company and shareholder interests. Therefore, we have minimum share ownership requirements for the CEO, EVPs, VP's and GM's that constitute our top executive team. The CEO is required to build and maintain a shareholding with a value of at least 400% of base salary, a level he maintained and exceeded in 2023.

During the 2023 AGM, we received ample support for our remuneration approach: 92.28% Approval for Remuneration Policy, 91.01% Approval for share-based incentive plans and 99.47% Approval for Remuneration Report.

On December 1, 2023, the Board adopted a full comprehensive "claw-back" policy in response to specific rules issued by the SEC under Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank). This policy ensures that if our financial statements are restated due to errors, misstatements, or misconduct, we have mechanisms in place to recoup excess compensation paid to current and former executive officers. By aligning with regulatory requirements and industry best practices, we reinforce responsible governance and shareholder value.

There were no deviations to the remuneration policy and the Board is confident that the policy has operated as intended over the year. A summary of the elements of executive pay for 2023 is set out on the following pages.

The Compensation and Talent Committee is committed to ongoing consultation with shareholders and their advisory groups.

On behalf of the Board, I hope you find the 2023 Remuneration Report informative.

Ms. Pernille Erenbjerg

Chair of the Compensation and Talent Committee

Compensation and Talent Committees Report

This Annual Report describes the remuneration philosophyand related policy and guidelinesas well as the governance structures and processes in place. It also sets out the remuneration of Directors, as well as compensation of global senior management for the current and prior financial reporting years.

1.1 Role of the Compensation and Talent Committee

The Compensation and Talent Committee monitors and evaluates (i) programs for variable remuneration to senior management, including both ongoing programs and those that have ended during the year; (ii) the application of the guidelines for remuneration to the Board and senior management established at the shareholders' meeting; and (iii) the current remuneration structures and levels in the Company. The Compensation and Talent Committee makes recommendations to the Board regarding the compensation of the CEO and his direct reports; approves all equity plans and grants; and manages Executive Team succession planning. Final approval of the CEO remuneration requires Board approval.

The evaluation of the CEO is conducted by the Compensation and Talent Committee and together with meeting the financial targets discussed below, in his STI payout, the CEO received $1,249,386 in cash and $3,310,873 granted in deferred shares that vest over three years for the Group's 2023 performance. The Chair of the Compensation and Talent Committee conveyed the results of the review and evaluation to the CEO.

1.2 Compensation and Talent Committee Charter

The Groups Compensation and Talent Committee Charter can be found on our website under the Board Committees section and covers overall purpose/objectives, committee membership, committee authority and responsibility, and the committees performance evaluation.

1.3 Compensation and Talent Committee Membership and Attendance 2023

Director	Position	First Appointment	Meeting Attendance	%
Ms. Pernille Erenbjerg	Chair	January 2019	3 of 3	100
Ms. Maria Teresa Arnal	Member	May 2023	2 of 2	100
Mr. Bruce Churchill	Member	May 2023	2 of 2	100
Mr. Nicolas Jaeger	Member	May 2023	2 of 2	100
Mr. Thomas Reynaud	Member	May 2023	2 of 2	100
Attendance			11 of 11	100
Former members
Mr. Lars-Johan Jarnheimer			1 of 1	100
Mr. James Thompson			1 of 1	100
Overall Attendance			13 of 13	100

1.4 Areas Covered in 2023


Topic			Commentary
Bonus (STI) and performance reports			Reviewed and approved the Global Senior Management Team's 2022 performance reports and individual Executive Team payouts for STI/LTI (cash/equity)
			Reviewed and approved 2023 short-term variable compensation targets.
Compensation review			Approved all payments for CEO and Executive Team members.
			Reviewed executive remuneration and governance trends and developments.
			Reviewed and approved the peer group for the CEO and the Executive Team benchmarking.
			Approved changes to CEO and Executive Team compensation elements based on market competitiveness.
Share-based incentive plans			Approved the 2020 LTI (PSP) vesting.
			Reviewed and approved all equity grants.
			Reviewed and approved the 2023 share units plan (DSP and PSP) rules.
			Reviewed and approved the 2023 long-term variable compensation targets.
			Reviewed the replenishment of the treasury share balance reserved for share-based incentive plans.
			Reviewed share ownership guidelines and the compliance of each covered employee.
			Reviewed performance and projections of outstanding LTI plans (2021, 2022 and 2023).
			Reviewed equity plans participant turnover.
Global reward strategy and executive remuneration review			Reviewed remuneration/C&B philosophy and strategy.
Variable pay design			Discussed and approved STI and LTI design for 2023.
			Reviewed and approved the achievement of the MSU 2023 Tranche
			Reviewed and approved STI and LTI performance measures for 2023.
Other			Reviewed and approved exceptional items, new hire equity grants, etc.
			Reviewed Executive Teams severance payouts in a change of control.
			Reviewed and approved the Remuneration Clawback policy.
			Reviewed and discussed results of 2023 "Say on Pay."
Compensation and Talent Committee governance			Reviewed and approved the Compensation and Talent Committee annual meeting cycle and calendar.
			Reviewed the Compensation and Talent Committee Charter.
			Reviewed and approved the use of an external compensation consultant.

2. Our Compensation Philosophy and Core Principles

The philosophy, guidelines, objectives, and policy applicable to remuneration of the Global Senior Management Team were approved by the shareholders (item 23) of the AGM held on May 31, 2023.

2.1 Core Principles

The Compensation and Talent Committee worked using the following objectives for the Global Senior Management Team's compensation.

What we strive for	What it means
Competitive and fair	Levels of pay and benefits to attract and retain the right people.
Drive the right behaviors	Reward policy and practices that drive behaviors supporting our Company strategy and business objectives.
Shareholder alignment	Variable compensation plans that support a culture of entrepreneurship and performance, and incorporate both short-term and longer-term financial and operational metrics strongly correlated to the creation of shareholder wealth. Long-term incentives are designed to maintain sustained commitment and ensure the interests of our Global Senior Management Team are aligned with those of our shareholders.
Pay for performance	Total reward structured around pay in line with performance, providing the opportunity to reward strong corporate and individual performance. A significant proportion of top management's compensation is variable (at risk) and based on measures of personal and Company performance directly attributable to short-term and longer-term value creation.
Transparency	Millicom is committed to expanding external transparency, including disclosure around pay for performance, links to value creation etc. We leverage the use of data from our HR information systems to facilitate measurement and internal communications related to incentive composition including performance metrics, pay equity, goal setting, and pay-for-performance relationships.
Market competitive and representative remuneration	Compensation is designed to be market competitive and representative of the seniority and importance of roles, responsibilities and geographical locations of individuals (with the majority of the Global Senior Management Team roles located in the U.S.
Retention of key talent	Variable compensation plans include a significant portion of share based compensation, the payout of which is conditional on future employment with the Company for three-year rolling periods, starting on the grant date.
Executive management to be "invested"	The Global Senior Management Team, through Millicoms share ownership guidelines, is required to reach and maintain a significant level of personal ownership of Millicom shares.

To drive the right behaviors and ensure expectations are aligned, we communicate clearly to our employees what we do and do not do when it comes to compensation. A summary is set out in the table below:

What we do	What we don't do
Align pay and performance.	Create special executive perquisites.
Designate a substantial majority of executive pay as at risk, based on a mix of absolute and relative financial and share price performance metrics.	Permit executives to hedge company shares.
Impose limits on maximum incentive payouts.	Provide dividends or dividend equivalents on unearned PSUs or RSUs.
Engage in a rigorous target-setting process for incentive metrics.	Offer tax gross-ups related to change in control.
Set our STI threshold to pay only at 95% and higher levels of achievement.	Permit executives to use company shares as collateral
Maintain robust share ownership guidelines for our top 30 executives.
Provide double-trigger change in control provisions in equity awards.
Maintain clawback policies that apply to our performance-based incentive plans.
Retain an independent compensation consultant

2.2 Elements of Executive Pay

Compensation for the Global Senior Management Team in 2023 comprised a base salary, a short-term incentive (STI) plan and a long-term incentive (LTI) plan, together with pension contributions and other benefits (e.g. healthcare).

Salary

Pay element	Purpose	Maximum opportunity
Purpose and link to strategy	Designed to be market competitive to attract and retain talent	No absolute maximum has been set for Executive Team salaries. The committee considers increases on a case-by-case basis based on peer comparison. Pay increases usually reflect a combination of roles and responsibilities, local market conditions and individual performance.
Operational execution	Paid monthly in cash in U.S. dollars or the home currency of the executive	The Compensation and Talent Committee aims to set salaries for the Executive Team at the median of the peer group.

STI

Pay element	Purpose	Payout opportunity
Purpose and link to strategy	The STI links reward to key business targets (70%) and individual contribution (30%).	With less than 95% achievement of business targets the award falls to 0%. The threshold achievement is 95% of the target, resulting in a payout of 80%. The opportunity is 200% for the achievement of 104% for service revenue, 106% for EBITDA, 107% for OFCFaL and 110% for rNPS.
	The STI aligns with shareholders interests through the provision of a portion of the payment delivered in share units deferred over three years (DSP) for the senior leadership team. The DSP is awarded upon achieving the performance targets, with 30% paid after one year, 30% after the second year and 40% after the third year of the grant date.	The target achievement for: CEO 365% (72% paid in DSP) CFO 210% (64% paid in DSP)
	These plans help incentivize and motivate leadership to execute strategic plans in operational decision-making and achieve short-term performance goals, impacting Company performance and enhancing its value.	Maximum achievement: CEO 730% (144% paid in DSP) CFO 420% (128% paid in DSP)
	The financial and operational targets are;
	Service revenue	20%
	EBITDA	20%
	Operating free cash flow after leases (OFCFaL)	20%
	Relational Net Promoter Score (rNPS)	10%
	Personal performance	30%
Benchmarking	Our STI is a key component of the Millicom Group culture. We benchmark to peer companies within the U.S. and Latin America	Each year the Compensation and Talent Committee determines the annual STI opportunity for the Executive Team.

LTI

Pay element	Purpose	Payout opportunity
Purpose and link to strategy	The LTI links an important part of overall Global Senior Management Team compensation with the interests of our shareholders	For financial metrics, achieving less than 80% of the target results in a payout of 0%. In the event the Company achieves between 80% and 120% of the target, the corresponding portion of the grant will be adjusted in linear pro rata of the achievement, starting at a payout of 0% at an achievement of 80% up to a maximum value of 200% if the target achievement is 120% or higher. For total shareholder return ("TSR"), no award is granted for performance below the peer group median. If the Company achieves a TSR performance at the median or above of a pre-determined peer, the grant will be adjusted in linear pro rata of the achievement starting at a payout of 100% up to a maximum value of 200% for a target achievement of 120% or higher.
	This plan aligns the Global Senior Management Team's longer-term incentives with the longer-term interests of shareholders, encouraging long-term value creation and retention.
	Millicom emphasizes a one-team mentality by maintaining unified goals and objectives in the long-term incentive program for the Global Senior Management Team, with the purpose of driving the successful achievement of three-year performance goals designed to enhance long-term value of the Company.
Operational execution	The LTI is a performance-based share units plan (PSP) whereby awarded share units fully vest at the end of a three-year period, subject to achievement against performance measures and fulfillment of conditions.	The target achievement for: CEO - 315% CFO - 115%
	LTI payouts are typically in shares and based on company three-year cash flow and revenue targets approved by the Compensation and Talent Committee and the Board, in addition to shareholder return.	The target achievement for: CEO - 315% CFO - 115%
	Performance share units plan (PSP)	The maximum achievement for: CEO 630% CFO 230%
	The weights for the PSP component are: Service revenue: 30% OCFaL (operating cash flow after leases): 50%* Relative TSR: 10% ESG: 10%. The five key ESG metrics that will be used to measure progress are: 1. Female % of Total Employees ; 2. Female % of Leadership; 3. Progress toward established SBTi targets; 4. Women and girls trained as part of our Conectadas Program; 5. Teachers trained as part of our Maestr@sConectad@s program. The PSP component pays out/is settled in shares at the end of three years.
	*Since the 2021 LTI, we use OCFaL (operating cash flow after leases) in lieu of OFCFaL (operating free cash flow after leases)
Benchmarking	Our LTI is a key component of the Millicom Group culture.	Each year the Compensation and Talent Committee determines the annual LTI opportunity for the Executive Team.
Benchmarking	For executives we benchmark to peer companies within the U.S.

In addition, the Board uses retention schemes to ensure continued retention of key individuals during periods of uncertainty.

2.3 Other Employment Terms and Conditions

Notice of termination: If the employment of a member of Millicoms Executive Team is terminated, a notice period of up to 12 months potentially applies. The Board regularly reviews best practices in executive compensation and governance and revises policies and practices when appropriate. Millicom's change-in-control agreements for eligible executives include "double-trigger" provisions, which require an involuntary termination (in addition to change in control) for accelerated vesting of awards.

Deviations from the policy and guidelines: In special circumstances, the Board may deviate from the above policy and guidelines; for example, providing additional variable remuneration in the case of exceptional performance.

2.4 Other Executive Compensation Policies

On December 1, 2023, Millicom adopted a compensation recoupment policy, which is included as Exhibit 97.1 to this Annual Report. The policy provides for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements.

In addition, the Companys insider trading policy prohibits any hedging or speculative transactions in the Companys shares, including the use of options and other derivatives. It also prohibits directors and employees from selling the Companys stock short.

3.1 Key Elements of 2023 CEO and CFO Pay

In 2023, the key elements of the CEO and CFO compensation, in line with the remuneration policy, were as follows:

	Salary (USD) *	Short-Term Incentive		Long-Term Incentive	Pension	Benefits
Mauricio Ramos (CEO)	$1,224,863	STI Target	100% in Cash Bonus	PSP award of 315% of salary with 3-year cliff vesting (based entirely on performance shares)	15% of salary	Private healthcare
			265% in Share Units over 3 years vesting 30%/30%/40%			Life insurance
		Performance Measures:	60% Financial			Car Allowance
			10% Customer
			30% Personal
Sheldon Bruha (CFO)	$650,000	STI Target	75% in Cash Bonus	PSP award of 115% of salary with 3-year cliff vesting (based entirely on performance shares)	15% of salary	Private healthcare
			135% in Share Units over 3 years vesting 30%/30%/40%			Life insurance
		Performance Measures:	60% Financial			Car Allowance
			10% Customer
			30% Personal

3.2 Summary of Total CEO/CFO Compensation

The compensation for the CEO and CFO is summarized in the table below:

	Mauricio Ramos (CEO)				Sheldon Bruha (CFO) (i)				Tim Pennington (Former CFO) (ii)
In USD	2023		2022		2023		2022		2022
Base Salary	1,224,863		1,215,944		643,750		598,121		581,272
Fringe Benefits (iii)	87,667		81,745		139,865		67,264		39,769
Pension Expense	293,473		286,846		173,373		144,460		87,191
Total Fixed	1,606,003		1,584,535		956,989		809,845		708,232
Annual Bonus (iv)	1,249,386		1,650,460		492,544		541,075
Deferred Share Units (iv)	3,310,873		4,373,719		886,580		973,935
LTIP (v)	3,858,313		3,745,939		718,748		718,750
Total Annual Variable	8,418,572		9,770,118		2,097,872		2,233,760
Annual Compensation	10,024,575		11,354,653		3,054,861		3,043,605		708,232
MSU Plan (vi)	481,860
Total Compensation	10,506,435		11,354,653		3,054,861		3,043,605		708,232
Termination Benefits (ii)									876,939
% Annual Fixed	16.02	%	13.95	%	31.33	%	26.61	%	100.00	%
% Annual Variable	83.98	%	86.05	%	68.67	%	73.39	%		%

(i) Mr. Bruha (CFO) started January 12, 2022, and took over the CFO role effective April 1, 2022.

(ii) Mr. Pennington compensation has been paid in GBP and for the purposes of this Annual Report converted to USD using December 31, 2022 Closing exchange rate. Mr. Pennington started his 1-year notice period on April 1, 2022 and paid via payroll until November 30, 2022 and the remaining 4-month period paid as a one-time payment on December 22, 2022.

(iii) Fringe Benefits include car allowance, life and disability insurance, medical and dental Insurance and relocation expenses.

(iv) The STI includes cash bonus and the corresponding grant of deferred share units.

(v) LTIP is performance share units granted in 2023 and 2022. Calculated based on the average Millicom closing share price on the US Nasdaq for the three-month period ending December 31, 2023 and December 31, 2022.

(vi) MSU plan: Our stock-based MSU performance plan is settled in cash. For the MSU description, see note B.4.1. to our audited consolidated financial statements included elsewhere in this Annual Report.

CEO Compensation - Reported and Realized Pay Supplemental Tables:

The compensation for the CEO and CFO is heavily weighted to variable compensation in the form of share units vesting over a three-year period. As a result, total reported compensation may differ significantly relative to the actual realized compensation in any given year.

Reported Supplemental Table

	Mauricio Ramos (CEO)
In USD	2023	2022
Base pay (i)	1,224,863	1,224,863
STI - Bonus (ii)	1,249,386	1,650,460
Share Awards (iii)	7,169,186	8,119,658
MSU Target Awards		4,000,000
Other Compensation (iv)	87,667	81,745
Total Reported Pay	9,731,102	15,076,726

(i) Annual base salary paid from January to December of each year.

(ii) STI - Bonus for each performance period paid in Q1 of the following year.

(iii) Share awards include: DSP awarded for each performance period granted in Q1 of following year and PSP granted in Q1 of reported year.

(iv) Other Compensation refers to car allowance, life and disability premiums, health insurance premiums and pension paid in the reported year.

Realized pay Supplemental Table

	Mauricio Ramos (CEO)
In USD	2023	2022
Base Salary	1,224,863	1,215,944
Car Allowance	15,000	15,000
Pension Expense	293,473	286,846
Total Fixed	1,533,335	1,517,789
Annual Bonus Paid (i)	1,650,460	2,164,320
Deferred Share Units Vested (ii)	694,296	865,762
LTIP Vested (iii)
MSU Paid	481,860
Total Variable Paid	2,826,616	3,030,082
Total Realized Paid	4,359,951	4,547,871
% Fixed	35.17%	33.37%
% Variable	64.83%	66.63%

(i) Annual bonus paid is the cash portion for the STI for the performance periods 2023 and 2022 (paid in Q1 of the following year).

(ii) Deferred Share Units Vested are the pro-rata vesting shares from STI (2023 displays the amount vested in Q1 2023: 30% from 2022 grant, 30% from 2021 grant and 40% from 2020 grant).

(iii) LTIP Vested are the shares vested from the cliff vesting of the LTI granted three years prior (2023 displays the amount vested in Q1 2023 from 2020 grant, where the payout was zero).

On average (considering 2023 and 2022) CEO realized pay has been 37% of reported pay and approximately 64% of his compensation is delivered in the form of shares.

3.3 Performance on STI 2023

As in previous years, the annual bonus is determined by a mixture of business performance and individual performance factors. The business performance factors included measures of service revenue, earnings before interest, tax, depreciation and amortization (EBITDA), operating free cash flow after leases (OFCFaL) and a customer satisfaction metric based on Relational Net Promoter Score achievement. The use and relative weighting of financial performance target measures under the variable compensation rules are equal for all employees regardless of seniority or area of operation. This includes the CEO and the senior leadership team.

Base Salary

Target Percentage

Business Performance Factors

Individual Performance Amounts

Annual Incentive Amount

For the CEO and senior leadership team, a portion of the STI is paid in the form of deferred share units with a three-year pro-rated vesting, strengthening our pay for performance and retention incentives. For 2023, the achievement of performance targets is set out in the table below:

Weight	20%	20%	20%	10%	30%	100%
Metric	Service Revenue (i)	EBITDA (ii)	OFCFAL (iii)	+NPS (iv)	Personal Performance (v)
Max	$6.00billion	$2.70billion	$0.74billion	110%	60%
Target	$5.80billion	$2.50billion	$0.69billion	100%	30%
Min	$5.50billion	$2.40billion	$0.65billion	95%	%
Achievement	99.50%	95.80%	97.20%	108.00%	100.00%	102.00%

(i) Service Revenue: Is revenue related to the provision of ongoing services, excluding telephone and equipment sales.

(ii) EBITDA: Is operating profit excluding impairment losses, depreciation & amortization, and gain/losses on fixed assets disposals.

(iii) Operational Free Cash Flow after Leases = EBITDA Lease payments Cash Out - CapEx +/- Operating Working Capital Tax paid (excl deferred tax).

(iv) Measures the willingness of customers to recommend a companys products or services to others.

(v) Based on a performance rating scale

For the CEO and other eligible DSP participants, the issuance of share units under the DSP is presented at Millicoms AGM of shareholders.

Under the 2023 STI, the 2024 DSP share units are granted in Q1 2024 and will vest (generally subject to the participant still being employed by the Millicom group) at 30% in Q1 2025, 30% in Q1 2026 and 40% in Q1 2027. The vesting schedule is unchanged from the 2023 DSP.

3.4 LTI (PSP)

The LTI payout is calculated as follows:

Base Salary

Target Percentage

Business Performance Factors

LTI Payout

3.4.1 LTI (PSP) 2021 Performance

The LTI 2021 plan vested in January 2024 with an award of 92.6%. The outcome of LTI 2021 has been audited by Ernst & Young in respect of the financial performance measures and by Towers Watson for the TSR. The COVID related, one time RSU component also vested on January 1, 2024.

For LTI 2021, the achievement of performance targets is set out in the table below:

Weight	30%	15%	20%	35%	100%
Metric	OCFaL (iii)	Service Revenue (i)	Relative Total Shareholder Return (iv)	RSU
Max	$4.08billion	$21.24billion	Above median	No maximum
Target	$3.40billion	$17.70billion	Median	0.35
Min	$2.72billion	$14.16billion	Median	No minimum
Achievement	104.90%	105.90%	Below median	100%	92.60%

(i) (iii) Refer to the definitions above.

(iv) Relative TSR considered a compound annual growth rate and the following peers: America Movil, Telefonica, TIM Brazil, TEF Brazil, Entel Chile, Lilac.

The PSP 2021 meet the criteria for vesting for the CEO and CFO awards:

Name	Type of award	Basis of award	Face value of award	Number of share units granted	End of performance period	Achievement		Number of shares vested
Mauricio Ramos (CEO)	LTI2021	315% of salary	7,171,190	203,727	Jan-24	92.60	%	188,651
Tim Pennington (Former CFO) (i)	LTI2021	175% of salary	1,237,773	35,164	Jan-24	73.88	%	25,979

(i) For Mr. Tim Pennington (Former CFO) Number of shares vested was prorated based on financial performance and employment end date. Mr. Bruha (CFO) started January 12, 2022, and took over the CFO role effective April 1, 2022.

Deviations from the guidelines: in special circumstances, the Board may deviate from the above guidelines, such as providing additional variable remuneration in the case of exceptional performance. In these instances, the Board will explain the reason for the deviation at the following AGM. For the LTI in this reviewPSP 2021, PSP 2022 and PSP 2023no discretion has been exercised and none of the performance or other conditions have been changed.

3.4.2 Award LTI 2023

A new plan was issued in 2023 to 39 participants, including the CEO and CFO, in accordance with the remuneration policy guidelines designed to drive shareholder value through a focus on service revenue growth, cash flow generation and relative total shareholder return against a relevant peer group. The PSP 2023 plan was approved by shareholders at the 2023 AGM:

Metric	Weighting		Performance target	Performance measure
Service revenue	30	%	Target growth	A specific 3-year Cumulative Growth target
OCFaL	50	%	Target growth	A specific 3-year Cumulative Growth target
TSR	10	%	The Company TSR relative to a peer group between 2022 and 2024	At median - target payout; below median - nil; 20% above median - max
ESG	10	%	The five key ESG metrics that will be used to measure progress are: 1. Female % of Total Employees ; 2. Female % of Leadership; 3. Progress toward established SBTi targets; 4. Women and girls trained as part of our Conectadas Program; 5. Teachers trained as part of our Maestr@sConectad@s program.	The payout curve is between 80% and 120% of the target, the corresponding portion of the grant will be adjusted in linear pro rata of the achievement, starting at a payout of 0% at an achievement of 80% up to a maximum value of 200% if the target achievement is 120% or higher.

The peer group for the PSP 2023 is: America Movil, TIM Brazil, TEF Brazil, Entel Chile, Lilac, Telecom Argentina, Grupo Televisa, Megacable.

For the CEO and CFO the award of LTI 2023 is summarized below;

Name	Type of award	Basis of award	Face value of award		Number of share units granted*	End of performance period
Mauricio Ramos (CEO)	PSU - 3 years	315% of salary	$	3,857,286	308,172	January 2026
	Cliff Vesting
Sheldon Bruha (CFO)	PSU - 3 years	115% of salary	$	718,557	57,408	January 2026
	Cliff Vesting

4. Remuneration Approach for 2024

For 2024, the Board has proposed continuing with a consistent framework of STI and LTI with a few changes explained below.

For the STI there was a redistribution of metrics, and an introduction of the "Equity Free Cash Flow" metric. The STI metrics are aligned to our financial objectives. The metrics for the STI are:

1. Service Revenue: 25%

2. EBITDA: 25%

3. EFCF: 25%

4. Personal Performance: 25%

For the LTI, the Board is considering a structure focused on shareholder value creation and share price growth.

For the CEO, the 'at target' and 'maximum' remuneration for 2024 is set out below*:

At Target	$ '000	At Maximum	$ '000
Cash (including base pay, car allowance, pension and STI bonus)	2,758	Cash (including base pay, car allowance, pension and STI bonus)	4,289
Benefits	73	Benefits	73
Shares	7,104	Shares	11,547
Total	9,935	Total	15,909
Fixed	1,606	Fixed	1,606
Variable	8,329	Variable	14,303
Total	9,935	Total	15,909

At target, CEO compensation is paid 72% in share units and 84% in variable compensation. At maximum, CEO compensation is paid 73%in share units and 90% in variable compensation.

5. Supplemental topics

5.1 Summary of Outstanding Awards

								Opening Balance	During the Year			Closing Balance
Name	Plan Type	Award Details - Plan Name	Performance Period	Award Grant Date	Vesting Date	Award Share Price in USD		Outstanding Balance as of Dec. 2022	Share Units Granted in 2023	Shares Vested in 2023	Forfeited in 2023	Outstanding Balance as of Dec. 2023
Mauricio Ramos (CEO)	Deferred Share Plan	2020 DSP	2019	1/1/2020	1/1/2023	$	45.86	15,858		15,858
		2021 DSP	2020	1/1/2021	1/1/2024	$	35.20	32,957		14,135		18,822
		2022 DSP	2021	1/1/2022	1/1/2025	$	33.11	83,262		24,979		58,283
		2023 DSP	2022	1/1/2023	1/1/2026	$	12.52		349,339			349,339
	Performance Share Plan	2020 PSP	2020-2023	3/1/2020	1/1/2023	$	45.86	39,094			39,094
		2021 PSP	2021-2024	3/1/2021	1/1/2024	$	35.20	203,727				203,727
		2022 PSP	2022-2025	1/1/2022	1/1/2025	$	33.11	144,108				144,108
		2023 PSP	2023-2026	1/1/2023	1/1/2026	$	12.52		308,172			308,172
TOTAL Mauricio Ramos (CEO)								519,006	657,511	54,972	39,094	1,082,451
Tim Pennington (Former CFO)	Deferred Share Plan	2020 DSP	2019	1/1/2020	1/1/2023	$	45.86	6,958
		2021 DSP	2020	1/1/2021	1/1/2024	$	35.20	12,890
		2022 DSP	2021	1/1/2022	1/1/2025	$	33.11	37,280
		2023 DSP	2022	1/1/2023	1/1/2026	$	12.52
	Performance Share Plan	2020 PSP	2020-2023	3/1/2020	1/1/2023	$	45.86	8,338
		2021 PSP	2021-2024	3/1/2021	1/1/2024	$	35.20	44,790
		2022 PSP	2022-2025	1/1/2022	1/1/2025	$	33.11
		2023 PSP	2023-2026	1/1/2023	1/1/2026	$	12.52
TOTAL Tim Pennington (Former CFO)								110,256
Sheldon Bruha (CFO)	Deferred Share Plan	2020 DSP	2019	1/1/2020	1/1/2023	45.86
		2021 DSP	2020	1/1/2021	1/1/2024	35.2
		2022 DSP	2021	1/1/2022	1/1/2025	33.11
		2023 DSP	2022	1/1/2023	1/1/2026	12.52			77,790			77,790
	Performance Share Plan	2020 PSP	2020-2023	3/1/2020	1/1/2023	45.86
		2021 PSP	2021-2024	3/1/2021	1/1/2024	35.2
		2022 PSP	2022-2025	1/1/2022	1/1/2025	33.11		27,649				27,649
		2023 PSP	2023-2026	1/1/2023	1/1/2026	12.52			57,408			57,408
TOTAL Sheldon Bruha (CFO)								27,649	135,198			162,847

5.2 Summary of Shares Owned vs Target

Millicom’s share ownership policy sets out the Compensation Committees requirements for the Global Senior Management Team to retain and hold a personal holding of common shares in the Company to align their interests with those of our shareholders. All share plan participants in the Global Senior Management Team are required to own Millicom shares to a value of a percentage of their respective base salary as of January 1 of each calendar year.

For that purpose, we continue to uphold our share ownership requirements for our top 50 roles:

Global Senior Management Level	% of Annual Base Pay
CEO	400
CFO	200
EVPs	100
General Managers and VPs	50

For the CEO and CFO:

	Awarded unvested subject to performance conditions	Awarded unvested not subject to performance conditions	Shares required to be held as % salary	Number of shares required to be held	Number of beneficially owned shares	Shareholding requirement in Compliance
Mauricio Ramos (CEO)	656,007	426,444	400%	391,329	459,948	Yes
Sheldon Bruha (CFO)	85,057	77,790	200%	103,833		Yes *

*Unless this requirement is met each year, no vested Millicom shares can be sold by the individual.

5.3 Details of Share Purchase and Sale Activity

During 2023, there were no acquisitions or disposal of shares by CEO, other than the vesting and issuance of shares under the share-based compensation program.

5.4 Historic CEO and CFO Pay

	2020 vs. 2019		2021 vs. 2020		2022 vs. 2021		2023 vs 2022		Information Regarding 2023 (USD millions, except as indicated)
CEO Remuneration*	9.20	%	17.80	%	(41.82)	%	(7.47)	%	10.51
Former CFO Remuneration	(4.20)	%	33.40	%	(87.00)	%		%
Current CFO Remuneration**		%		%		%	0.37	%	3.05
EBITDA for Total Reportable Segments	(1.40)	%	5.90	%	(1.50)	%	(1.08)	%	2.6 (USD billions)
Average remuneration on FTE basis of employees of parent company***	0.50	%	3.60	%	3.90	%	10.2	%	28,941 (USD thousands)

*Represents year-over-year changes in CEO/CFO compensation (excludes MSU).

** Current CFO started January 12, 2022, and took over the CFO role effective April 1, 2022

***Average remuneration on a full-time equivalent basis of employees of the Millicom Group other than the CEO, reported by each individual operation as of December 31, 2023.

5.5 2023 AGM vote

	Votes For	%		Votes Against	%		Abstentions
Director Remuneration	95,590,466	99.81	%	271,256	0.28	%	80,036
Senior Management Remuneration Guidelines and Policy	85,874,637	92.28	%	7,185,753	7.72	%	2,610,112
2022 Remuneration Report	94,969,425	99.47	%	507,704	0.53	%	193,373

Millicom CEO and Executive Team

CEO and COO	Position	Role and responsibilities
Mr. Mauricio Ramos	CEO	Leading the development and execution of the Companys strategy
Mr. Mauricio Ramos	CEO	Overseeing day-to-day activities and management decisions Acting as liaison between the Board and management of the Company Leading the Executive Team
Mr. Maxime Lombardini	President and Chief Operating Officer	Responsible for leading all operational and financial responsibilities with a focus on driving profitable growth. He oversees Operations, Commercial, New Ventures, HR and Finance.

Mr. Mauricio Ramos

Chief Executive Officer and Executive Director (Interim Chairman)

Mauricio's biography is presented in the Board Governance section of this Annual Report.

Mr. Maxime Lombardini

President and Chief Operating Officer

Maxime was appointed as President and Chief Operating Officer (COO) in September 2023.

Maxime joined the Iliad Group, one of the major players in the European telecoms sector, in 2007, as Chief Executive Officer and continued his tenure through 2018. In May of 2018, he assumed the role of Chairman of Iliads Board of Directors until March 2020. Since then, he has served as the Vice-Chairman of the Board of Directors.

Prior to joining Iliad, Maxime has been CEO of TF1 Production, one of the leading French commercial television network. While in this post he restructured and energized the group's six subsidiaries. From 1999 to 2003, he was head of business development at TF1, a position in which he studied and implemented the group's growth operations. From 1996 to 1999, he was the company secretary of TPS (a subsidiary of TF1 and M6), a position in which he took part in launching a digital satellite package.

Maxime is from France. He is a graduate of the Sciences Po Paris and holder of a Master's degree in business and tax law from the University of Paris II.

MILLICOM SHAREHOLDING AT JANUARY 31, 2024: no shares

Millicom’s Executive Team members support the CEO and COO in the day-to-day operation and management of the Group within their specific areas of expertise. The Executive Team meets at least once a month and more frequently when required. Millicom’s Executive Team is as follows:

Executive	Team	Role responsibilities
Mr. Sheldon Bruha	Chief Financial Officer	Finance and financial planning; financial performance reporting, including external financial reporting; budgeting, forecasting and monitoring expenditures and costs; certain procurement activities; implementation and enhancement of related controls; risk management
Mr. Xavier Rocoplan	Chief Commercial and Technology Officer	Networks, information technology and cybersecurity within the Group. Operations and business development.
Mr. Karim Lesina	Chief External Affairs Officer	Government relations, regulatory affairs, corporate communications and corporate responsibility
Mr. Salvador Escalón	Chief Legal and Compliance Officer	Legal and corporate governance matters, including oversight, identification and management of legal issues, risks and claims of the Group; legal aspects of mergers and acquisitions and other corporate and commercial transactions; data privacy; compliance matters such as ethics, anti-bribery, anti-corruption, anti-money laundering and related compliance programs

The profiles of the other Executive Team members are provided below:

Mr. Sheldon Bruha

Executive Vice President, Chief Financial Officer

Sheldon joined Millicom in January 2022 and was appointed as Chief Financial Officer on April 1, 2022.

Prior to joining Millicom, he was the Chief Financial Officer at Frontier Communications, one of the largest fixed-line communication providers in the U.S., where he successfully helped navigate the business through its financial restructuring. Prior to joining Frontier, he held several senior financial leadership roles at Cable & Wireless, including Head of Corporate Development, where he led the strategic transformation and reshaping of the company prior to its sale to Liberty Latin America. He also held senior financial leadership roles at CDI Corp. Sheldon started his career at Lehman Brothers, holding senior investment banking positions in its New York and London offices focusing on the telecommunications industry.

He is an American national and holds a Bachelor of Science (Honors) in Business Administration from Washington University.

MILLICOM SHAREHOLDING AT JANUARY 31, 2024: no shares¹

Mr. Xavier Rocoplan

Executive Vice President, Chief Commercial and Technology Officer

Xavier joined the Executive Team as Chief Technology and Information Technology Officer in December 2012 and was appointed Chief Commercial and Technology Officer in June 2023.

Xavier started at Millicom in 2000, initially serving as CTO in Vietnam and subsequently Southeast Asia. In 2004, he became CEO of Paktel, Millicom's subsidiary in Pakistan, where he launched Paktels GSM operation and led the process that concluded with the disposal of the business in 2007. Xavier then served as head of Corporate Business Development, where he managed the disposal of various Millicom operations in Asia, the monetization of Millicom infrastructure assets (towers), and numerous spectrum acquisitions and license renewal processes in Africa and Latin America.

Xavier is a French national. He holds a Master's in Engineering from Ecole Nationale Supérieure des Télécommunications de Paris and a Master's in Economics from Université Paris IX Dauphine.

MILLICOM SHAREHOLDING AT JANUARY 31, 2024: 111,208 shares

Mr. Karim Lesina

Executive Vice President, Chief External Affairs Officer

Karim joined the Executive Team as Executive Vice President, Chief External Affairs Officer in November 2020.

Previously, he held the position of Senior Vice President, International External and Regulatory Affairs at AT&T, where he directed the internal international and regulatory affairs teams, as well as the external and regulatory affairs teams, across four international affiliates: Turner, Warner Media, AT&T Latin America and Direct TV. Prior to AT&T, Karim led the corporate affairs team at Intel as the Government Affairs Manager for Europe, Africa and the Middle East. Rounding out a strong portfolio, he acquired extensive agency experience through his work with multinational public relations and communications firms at the commencement of his career.

Born in Dakar (Senegal), Karim is an Italian-Tunisian national and has a Masters in Economics of Development at the Catholic University of Louvain-la-Neuve.

MILLICOM SHAREHOLDING AT JANUARY 31, 2024: 32,339 shares

¹ Refer to section starting on page 127 for outstanding share awards

Mr. Salvador Escalón

Executive Vice President, Chief Legal and Compliance Officer

Salvador became General Counsel in 2013, Executive Vice President in 2015 and Chief Legal and Compliance Officer in 2020.

Salvador joined Millicom as Associate General Counsel Latin America in 2010. From 2006 to 2010, Salvador was Senior Counsel at Chevron Corporation, with responsibility for legal matters related to Chevrons downstream operations in Latin America. Previously, he practiced at the law firms Skadden, Morgan Lewis and Akerman Senterfitt.

Salvador is an American national. He holds a J.D. from Columbia Law School and a B.B.A. in Finance and International Business from Florida International University.

MILLICOM SHAREHOLDING AT JANUARY 31, 2024 96,629 shares

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