Millicom announces the re-issuance of its AGM and EGM
Convening Notice
Luxembourg, April 23, 2024 – Millicom
today announced the re-issuance of the Convening Notice to its
Annual General Meeting (“AGM”) and Extraordinary General Meeting
(“EGM”) of Shareholders which will be held on May 23,
2024.The Convening Notice contains a rectified note to the
AGM agenda item 20 (Share Repurchase Plan). All other items of the
AGM and EGM remain unchanged.
The Convening Notice is appended to this press
release and available on the company’s website at:
https://www.millicom.com/our-company/corporate-governance/shareholder-meetings/.
AGM voting materials have been updated to reflect the rectified
note.
-END-
For further information, please contact
AGM/EGM Inquiries: Patrick Gill, Company Secretary
+352 27 759 603Maria Florencia Maiori, Senior Legal Counsel
information@millicom.com |
|
Press: Sofia Corral, Director Corporate
Communications press@millicom.com |
Investors: Michel Morin, VP Investor Relations
investors@millicom.com |
About MillicomMillicom (NASDAQ
U.S.: TIGO, Nasdaq Stockholm: TIGO_SDB) is a leading provider of
fixed and mobiletelecommunications 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
December 31, 2023, Millicom, including its Honduras Joint Venture,
employed approximately 16,500 people, and provided mobile and
fiber-cable services through its digital highways to more than 45
million customers, with a fiber-cable footprint over 13 million
homes passed. Founded in 1990, Millicom International Cellular S.A.
is headquartered in Luxembourg.
Convening Notice for Annual General Meeting
and Extraordinary General Meeting of Shareholders
MILLICOM INTERNATIONAL CELLULAR
S.A.Registered
Address: 2,
Rue du Fort BourbonL-1249 Luxembourg, Grand Duchy
of Luxembourg– R.C.S. Luxembourg: B 40.630
–
I.
NOTICE
The annual general meeting
(“AGM”) and subsequent extraordinary general
meeting (“EGM”) of the shareholders of MILLICOM
INTERNATIONAL CELLULAR S.A. (“Millicom” or the
“Company”) is hereby convened to be held at Hotel
Le Royal, 12 Bd Royal, 2449 Luxembourg on Thursday, May 23, 2024,
at 11:00 a.m. Central European Time ("CET").
To attend the AGM and EGM or vote by proxy,
please follow the instructions in section IV: “Right to participate
at the AGM and the EGM”.
The AGM and EGM will consider and vote on the agenda points
listed below. Please refer to section IX: “Notes to the Agenda
Points of the AGM and EGM” to find detailed information about these
proposals.
*** Please note: this version of the Convening
Notice contains a rectified note to the AGM agenda item 20, which
was not reflected in the version published on April 17,
2024.
II.
AGENDA
AGM
- To elect the chair of the AGM and to empower the chair of the
AGM to appoint the other members of the bureau of the meeting.
[Note]
- To receive the management reports of the board of directors
(the “Board”) and the reports of the external
auditor on the annual accounts and the consolidated accounts for
the year ended December 31, 2023.
- To approve the annual accounts and the consolidated accounts
for the year ended December 31, 2023.
- To allocate USD 7,560,803 of the results of the year ended
December 31, 2023 to the legal reserve and the remaining balance to
the unappropriated net profits to be carried forward. [Note]
- To discharge all the Directors of Millicom for the performance
of their mandates during the year ended December 31, 2023.
[Note]
- To set the number of Directors at 9. [Note]
- To re-elect María Teresa Arnal as a Director for a term ending
at the annual general meeting to be held in 2025 (the "2025
AGM"). [Note]
- To re-elect Bruce Churchill as a Director for a term ending at
the 2025 AGM. [Note]
- To re-elect Tomas Eliasson as a Director for a term ending at
the 2025 AGM. [Note]
- To re-elect Mauricio Ramos as a Director for a term ending at
the 2025 AGM. [Note]
- To re-elect Thomas Reynaud as a Director for a term ending at
the 2025 AGM. [Note]
- To re-elect Blanca Treviño de Vega as a Director for a term
ending at the 2025 AGM. [Note]
- To re-elect Aude Durand as a Director for a term ending at the
2025 AGM. [Note]
- To elect Maxime Lombardini as a Director for a term ending at
the 2025 AGM. [Note]
- To elect Justine Dimovic as a Director for a term ending at the
2025 AGM. [Note]
- To elect Mauricio Ramos as Chair of the Board for a term ending
at the 2025 AGM. [Note]
- To approve the Directors’ remuneration for the period from the
AGM to the 2025 AGM. [Note]
- To elect KPMG Audit SARL and KPMG LLP (collectively,
“KPMG”) as the external auditor for a term ending
on the date of the 2025 AGM and to approve the external auditor
remuneration to be paid against an approved account. [Note]
- To approve an instruction to the Nomination Committee.
[Note]
- To approve the Share Repurchase Plan. [Rectified Note]
- To vote on the 2023 Remuneration Report. [Note]
- To approve the Senior Management Remuneration Policy.
[Note]
- To approve the share-based incentive plans for Millicom
employees. [Note]
EGM
- To elect the chair of the EGM and to empower the chair of the
EGM to appoint the other members of the bureau of the meeting.
[Note]
- To remove the casting vote of the Chair of the Board in the
event of a tie provided by article 444-4 (2) of the 1915 Law and
add a sentence to paragraph 7 of article 8 of Millicom’s articles
of association expressly stating that the Chair of the Board does
not have a casting vote in the event of a tie. [Note]
- To adopt inclusive language and change the definition from
“Chairman” to “Chair” of the Board, and to amend article 7, 8, 9
and 21 of Millicom’s articles of association accordingly, and
further amend article 19 second sentence of Millicom’s articles of
association to refer to the “chair of the annual general meeting”.
[Note]
- To fully restate the Company’s articles of association to
incorporate the amendments to the Company’s articles of association
approved in the foregoing resolutions. [Note]
III.
KEY DATES
May 2, 2024 |
Deadline to propose additional items to the agenda |
May 6 – May 9, 2024 |
Conversion stoppage |
May 9, 2024 |
Voting Record Date and deadline to submit the Notification Form for
attendance in person |
May 17, 2024 |
Deadline to submit proxies |
May 23, 2024 |
AGM and EGM |
IV. RIGHT TO
PARTICIPATE AT THE AGM AND THE EGM
The following persons who comply with the
procedure below, and hold shares or Swedish Depository Receipts
(“SDRs”) on May 9, 2024, at 24.00 CET (the
"Voting Record Date") are
eligible to participate/vote at the AGM and EGM1:
(1) Holders of Millicom shares traded on the
Nasdaq Stock Market in the US (“Nasdaq US”) under
the ticker symbol TIGO (“Millicom Shareholders”)
that are registered with Broadridge Corporate Issuer Solutions,
Inc. (“Broadridge”), including those held by Cede
& Co (“DTCC”), and
(2) Holders of SDRs traded on Nasdaq Stockholm
under the ticker symbol TIGO SDB (“Millicom SDR
Holders”) that are registered with Euroclear Sweden AB
(“Euroclear Sweden”). Since the Record Date is a
public holiday in Sweden, holders of SDRs must make certain that
they are registered in the records maintained by Euroclear Sweden
AB on May 8, 2024, at 23.59 CET.
Conversion stoppage.
Conversions from SDRs into shares, and vice versa, will not be
permitted from and including May 6, 2024, up to and including May
9, 2024. Millicom SDR Holders and Millicom Shareholders who seek to
convert their SDRs to shares, or vice versa (which can be done in
accordance with the procedures set out on Millicom’s website at
Millicom-SDR-conversion-process), should take into consideration
the dates and times noted above.
Instructions for participating and
voting by Millicom Shareholders are shown below.
Instructions for participation and voting by Millicom SDR Holders
are shown on the following page.
- Millicom Shareholders (US)
Millicom Shareholders eligible to participate and vote |
Participation and voting at the AGM and the EGM is reserved to
Millicom Shareholders duly registered with Broadridge and/or held
by DTCC, on the Voting Record Date (as defined above) at 24.00 CET
and who comply with these procedures. Beneficial owners. Beneficial
owners of shares that are registered in the name of a nominee or
broker (including nominees or brokers that hold shares through
DTCC) have the right to instruct their nominee or broker on how to
vote with a voter instruction form (“VIF”), or as
may otherwise be established by the nominee or broker. Beneficial
owners who wish to attend the AGM and the EGM or vote directly must
request the nominee or broker, that appears as the registered
shareholder on the Voting Record Date, to issue a legal proxy which
allows the beneficial owner to vote his or her shares directly.
Beneficial owners who do not vote via their brokers/nominees or do
not have a legal proxy are not eligible to vote. |
Ways to participate and deadline |
- By proxy: registered shareholders may submit
the power of attorney form (“Millicom
Shareholder Proxy Form”)
containing their voting instructions, such that it is received
no later than on May 17, 2024.
- In person: the registered shareholder may
submit the notification of attendance form to attend the AGM and/or
the EGM in person (the “Millicom
Shareholder Notification Form”), such that it is
received no later than on the Voting Record Date (May
9).
|
Channels to submit the Millicom Shareholder Proxy Form and the
Millicom Shareholder Notification Form |
- Online: The Company has sent by post the
invitation letter and the Millicom Shareholder Proxy Form needed to
vote at the AGM and EGM. The Millicom Shareholder Proxy Form
includes a control number. Votes can be cast online using the
control number at https://east.proxyvote.com/pv/web
If you consider that you are eligible to vote but you have not
received the control number by post and you would like to submit
your vote online, please contact Millicom at
information@millicom.com
- By post: The Millicom Shareholder
Proxy Form and the Millicom Shareholder Notification Form can be
submitted by post. The original completed, dated and signed
Millicom Shareholder Proxy Form or Millicom Shareholder
Notification Form should be mailed to the address provided in the
form. Millicom Shareholders that choose to send the Millicom
Shareholder Proxy Form or the Millicom Shareholder Notification
Form by post should also send a scanned copy to
information@millicom.com
- By e-mail (only for the Millicom Shareholder
Notification Form): Download the Millicom Shareholder Notification
Form from the Millicom Website:
https://www.millicom.com/our-company/governance/shareholder-meetings/.
Complete, date and sign the form using an electronic signature, and
send the signed form to information@millicom.com
Millicom Shareholder Proxy Forms, Millicom Shareholder Notification
Form and all supporting documents can be downloaded from Millicom’s
website:
https://www.millicom.com/our-company/governance/shareholder-meetings/ |
Evidence of authority (for Millicom Shareholder Notification Forms
only) |
If a shareholder is a legal entity, the Millicom Shareholder
Notification Form must be signed by a duly authorized person and
sufficient evidence of the signatory’s legal power of
representation must be provided. Any physical attendee at the AGM
and EGM will need to bring original identification documentation
(e.g., passport). |
- Millicom SDR Holders (Sweden)
Millicom SDR Holders eligible to participate and vote |
Participation and voting at the AGM and/or the EGM is reserved to
Millicom SDR Holders duly registered with Euroclear Sweden as of
the Voting Record Date (as defined above) at 24.00 CET and who
comply with these procedures. Since the Record Date is a public
holiday in Sweden, holders of SDRs must make certain that they are
registered in the records maintained by Euroclear Sweden AB on May
8, 2024, at 23.59 CET. Re-registration. In order
to exercise their rights at the AGM and/or EGM, Millicom SDR
Holders whose SDRs are registered in the name of a broker or
nominee must temporarily re-register the SDRs in their own name in
the records maintained by Euroclear Sweden. Millicom SDR Holders
wishing to re-register must inform their broker/nominee well in
advance of the Voting Record Date so that they appear on the
records maintained by Euroclear Sweden at 24.00 CET on the Voting
Record Date. Note that the re-registration process can take 10
business days or more, and Millicom SDR Holders who have not
re-registered will not be eligible to participate and vote at the
AGM / EGM. As such, we strongly recommend commencing the
re-registration process as soon as possible. |
Ways to participate and deadline |
- By proxy: registered Millicom SDR Holders may
submit the power of attorney form (“Millicom SDR
Holder Proxy Form”) containing their
voting instructions, such that it is received no later than
on May 17, 2024.
- In person: the registered Millicom SDR Holder
may submit the SDR Holder notification of attendance form to attend
the AGM and the EGM in person (the “Millicom
SDR Holder Notification Form”),
such that it is received no later than on
the Voting Record Date (May 9, 2024)
|
Channels to submit the Millicom SDR Holder Proxy Form and the
Millicom SDR Holder Notification Form |
- Online: The Company has sent by post the
invitation letter to vote at the AGM and EGM. The invitation letter
includes a pin code. Votes can be cast using the pin code online at
https://anmalan.vpc.se/euroclearproxy .
Alternatively, Millicom SDR Holders with a Swedish BankID
(available for Swedish individuals only) can vote online at
https://anmalan.vpc.se/euroclearproxy using the BankID (instead of
the pin-code). If you are a Millicom SDR Holder eligible to vote at
the AGM/EGM but have not received the invitation letter, and you
would like to submit your vote online, please contact Euroclear
Sweden at: millicom@euroclear.com or by phone: +468-401-43-11
between 9:00 a.m. and 4:00 p.m. CET.
- By post: The Millicom SDR Holder
Proxy Form and Millicom SDR Holder Notification Form can be
submitted by post. The original completed, dated and signed forms
shall be mailed to the address provided in the form.
Millicom SDR Holders that choose to send the SDR Holder Proxy Form
or Millicom SDR Holder Notification Form by post should also send a
scanned copy to: millicom@euroclear.com
- By e-mail (only for the Millicom SDR
Holder Notification Form): Download the Millicom SDR Holder
Notification Form from the Millicom Website:
https://www.millicom.com/our-company/governance/shareholder-meetings/.
Complete, date and sign the form using an electronic signature, and
email the signed form to millicom@euroclear.com
Millicom SDR Holder Proxy Forms, Millicom SDR Holder Notification
Form and all supporting documents can be downloaded from Millicom’s
website:
https://www.millicom.com/our-company/governance/shareholder-meetings/ |
Evidence of authority (for Millicom SDR Holder Notification Form
only) |
If the Millicom SDR Holder is a legal entity, the Millicom SDR
Holder Notification Form must be signed by a duly authorized person
and legally sufficient evidence of the signatory’s power of
representation must be provided. The attendee will also need to
bring an original identification document (such as a
passport). |
V. SHARE
CAPITAL, QUORUM, AND MAJORITY
As of April 16, 2024, Millicom had
172,096,305 outstanding shares, each with nominal value of USD
1.50, and each share is entitled to one vote. As of April 16, 2024,
Millicom held 766,703 shares in treasury. The number of shares held
in treasury by Millicom will be updated on the Voting Record Date
to calculate the voting results. Voting rights attached to shares
held in treasury are suspended by law.
There is no quorum of presence requirement for
the AGM. The AGM agenda items are adopted by a simple majority of
the shares present or represented (excluding abstentions).
The EGM will validly deliberate on the
resolutions on its agenda only if at least 50% of the issued share
capital is present or represented (the "Quorum") at the first
meeting and will validly be adopted only if approved by at least
2/3rds of the votes cast at the EGM. If the Quorum is not reached
at the first meeting, the Board of Directors may convene a second
extraordinary general meeting with an identical agenda as for the
EGM, at which no quorum will be required, and at which the
resolutions will validly be adopted if approved by at least 2/3rds
of the votes cast at the second EGM.
- RIGHT TO PROPOSE NEW ITEMS TO THE AGENDA
One or several shareholders representing,
individually or collectively, at least 5% of the share capital of
Millicom reserve the right to add additional items to the agenda of
the AGM and/or EGM.
These rights shall be exercised in writing and
submitted to Millicom by mail at Millicom’s Registered Address,
attention: Company Secretary, and by e-mail to
information@millicom.com, such that they are received no later than
May 2, 2024, and the revised agenda will be published by Millicom,
no later than May 8, 2024. Shareholder(s) requesting to add an item
to the agenda must provide:
- a reason or motivation for such petition,
- a draft of the resolution to be presented at the AGM or EGM,
and
- a postal and e-mail address to which the acknowledgment of
receipt of their request may be sent by Millicom. Such
acknowledgment will be sent within forty-eight (48) hours of
receipt of the request.
VII. ABILITY
TO ASK QUESTIONS AHEAD OF THE AGM AND THE EGM
Shareholders have the right to ask questions
about items on the agenda of the AGM and the EGM ahead of the
meeting. The Company will on a reasonable-efforts basis provide
responses to the questions on the Company’s website. Questions must
be received by the Company by May 17, 2024. Questions must be sent
by e-mail to: information@millicom.com and include the
shareholder’s full name and address and proof of ownership of
Millicom shares on the Voting Record Date.
VIII.
SUPPORTING DOCUMENTS AND INFORMATION
The following documents and information related
to the AGM and EGM are available to shareholders at the Registered
Address of Millicom and on Millicom's website
www.millicom.com/our-company/governance/shareholder-meetings/:
-
this Convening Notice;
-
the Millicom Shareholder Proxy Form and the Millicom Shareholder
Notification Form – Nasdaq US;
-
the Millicom SDR Holder Proxy Form and the Millicom SDR Holder
Notification Form – Nasdaq Stockholm;
-
the draft resolutions of the AGM;
-
Millicom’s annual accounts and consolidated accounts for the year
ended December 31, 2023, together with the management report(s) of
the Board and the report(s) of the external auditor on the annual
accounts and consolidated accounts;
-
U.S. General Federal Income Tax Considerations for U.S. holders of
Millicom shares and SDRs;
-
the Nomination Committee's motivated statement explaining its
proposals regarding the Board and information on the proposed
Directors;
-
the 2023 Remuneration Report;
-
the draft resolutions of the EGM; and
-
the draft restated articles of association of the Company.
Shareholders may also receive a copy of the
above-mentioned documents by sending a request by mail to the
Millicom Registered Address, attention: Company Secretary, or by
e-mail to information@millicom.com.
IX. NOTES TO
THE AGENDA POINTS OF THE AGM AND THE EGM
- – item 1: CHAIR OF THE
MEETING
Millicom's Nomination Committee proposes Mr.
Alexander Koch, attorney at law (Avocat à la Cour/Rechtsanwalt),
with professional address in Luxembourg, to preside over the
AGM.
In the event of Mr. Alexander Koch’s absence,
the Chair of the Board – or in the absence of the Chair of the
Board, any member of the Board present at the AGM – shall be
empowered to appoint from amongst the persons present at the AGM
the individual that will preside over the AGM.
The chair of the AGM shall be empowered to
appoint, from among the persons present or virtually present at the
meeting the other members of the bureau of the meeting (i.e., the
Secretary and the Scrutineer).
AGM – item 4: RESULTS
ALLOCATION
On a parent-company basis, Millicom generated a
profit of USD 344,874,950 for the fiscal year ended December 31,
2023 (the “2023 Results”). In compliance with 1915 Law, the Board
proposes (i) to allocate USD 7,560,803 of the 2023 Results to the
legal reserve to reach 10% of the share capital (i.e., therefore,
the total legal reserve amounts to USD 25,814,446), and (ii) the
remaining USD 337,314,147 to unappropriated net profits to be
carried forward.
- – item 5: DISCHARGE OF DIRECTORS FOR THEIR
PERFORMANCE
- discharge of all the current and former Directors of Millicom
who served at any point in time during the financial year ended
December 31, 2023, for the performance of their mandates.
- – items 6-16: ELECTION OF THE
DIRECTORS
The Nomination Committee proposes that the Board
shall consist of nine (9) directors.
The Nomination Committee proposes that María
Teresa Arnal, Bruce Churchill, Aude Durand, Tomas Eliasson,
Mauricio Ramos, Thomas Reynaud and Blanca Treviño de Vega be
re-elected as Directors of Millicom for the term beginning at the
AGM and ending at the 2025 AGM.
The Nomination Committee proposes that Maxime
Lombardini and Justine Dimovic be elected as new Directors of
Millicom for the term beginning at the AGM and ending at the 2025
AGM.
Pernille Erenbjerg and Michael Golan have
decided not to seek re-election as Directors of Millicom.
The Nomination Committee, supported by the
Board, proposes that Mauricio Ramos be elected as Chair of the
Board for a term beginning at the AGM and ending at the 2025
AGM.
The Nomination Committee's motivated statement
regarding the Board’s composition is available on Millicom's
website.
AGM – item 17: DIRECTORS’ REMUNERATION
POLICY AND FEES
Directors’ Remuneration
Policy
In proposing remuneration for the Directors, the
Nomination Committee considers many factors, including the size and
complexity of the business, the number of board and committee
meetings, the amount of responsibility related to each role,
regulatory requirements, as well as market practice. The Nomination
Committee may also appoint an external compensation consultant to
provide advice and benchmarking. The Chair of the Board of Millicom
does not participate in discussions or decision-making regarding
Director remuneration.
Remuneration to Directors comprises cash-based
and share-based components, weighted toward shares to align with
the compensation philosophy and guidelines of the Company set out
in item 22. Directors appointed to Board Committees receive
cash-based compensation for each appointment.
Share-based compensation is in the form of fully
paid-up shares of Millicom common stock. There are no retention,
vesting or other holding conditions attached to the shares. Such
shares are provided from the Company’s treasury shares or
alternatively issued within Millicom’s authorized share capital
exclusively in exchange for allocation from the premium reserve
(i.e., for nil consideration from the relevant Directors).
Share-based compensation is calculated by dividing the approved
remuneration by the average Millicom closing share price on the
Nasdaq Stock Market in the US for the three-month period ending on
April 30, 2024, provided that shares shall not be issued below par
value.
Notwithstanding the above, for any period where
a Director is also an employee of Millicom, no remuneration is paid
to that Director beyond any compensation received as an employee of
Millicom.
Directors’ Remuneration
The Nomination Committee proposes the
compensation for the period from the date of the AGM to the date of
the 2025 AGM, as follows:
|
Cash2024/2025(USD) |
Shares2024/2025(USD) |
Chair of the Board (1)* |
105,000 |
210,000 |
Board members (8)* |
55,000 |
105,000 |
Audit and Compliance Committee chair (1)* |
45,000 |
- |
Audit and Compliance Committee members (3)* |
22,500 |
- |
Compensation and Talent Committee chair (1)* |
25,000 |
- |
Compensation and Talent Committee members (2)* |
12,500 |
- |
Total |
707,500 |
1,050,000 |
* Not payable while the Chair or a Board member
receives compensation as an employee of Millicom. Final
number of committee members to be set by the Board and subject to
modification.
AGM – item 18: ELECTION OF THE AUDITOR
AND FEES
The Nomination Committee, in accordance with the
recommendation of Millicom’s Audit and Compliance Committee,
proposes that KPMG be elected as external auditor for a term
beginning at the AGM and ending at the 2025 AGM.
The proposal from the Nomination Committee, and
recommendation from the Audit and Compliance Committee, is based on
a tender and evaluation of external audit firms conducted in Q1
2024, taking into consideration independence requirements and fees,
among other factors.
The Nomination Committee proposes that the
auditor’s remuneration be paid against an approved account.
AGM – item 19: INSTRUCTION TO THE
NOMINATION COMMITTEE
The Nomination Committee proposes that the
following Instruction to the Nomination Committee shall apply until
new instructions have been adopted. In the event any applicable law
or stock market regulation requires a change to this procedure, the
Nomination Committee shall take any steps necessary or proper to
ensure compliance with such rules.
The work of preparing the following agenda items
for the annual general meeting shall be performed by a Nomination
Committee:
- To propose the chair of the annual general meeting;
- To set the number of Directors of the Board;
- To propose candidates to be elected or re-elected as Directors
and the term of their appointment;
- To propose the remuneration of the Directors;
- To propose the election or re-election of the external auditor
and its remuneration; and
- To propose a new / amended instruction to the Nomination
Committee, if deemed appropriate.
The Nomination Committee shall be formed in
consultation with the largest shareholders as of the last business
day of June 2024. The Nomination Committee shall consist of four
members (except that the Nomination Committee may consist of less
than four members to the extent that the ten largest shareholders
have been given the opportunity to appoint a member and more than
six of those largest shareholders have declined) and comprise: (i)
the Chair of the Board (Executive Chair, if so appointed), and (ii)
three members appointed by shareholders, each appointed by one of
the 10 largest shareholders which has chosen to appoint a member,
starting with the largest shareholder and then in descending order
until all three members (or less, if applicable) have been
nominated.
The majority of the members of the Nomination
Committee are to be independent of the Company and its executive
management. At least one member of the Nomination Committee must be
independent of the Company’s largest shareholder in terms of votes
or any group of shareholders who act in concert in governance of
the Company. The Chair of the Board shall act as the Nomination
Committee’s convener, and the members of the Nomination Committee
will appoint the Nomination Committee’s chair at their first
meeting, provided that the Chair of the Board may not serve as the
chair of the Nomination Committee. Before the assignment is
accepted, a proposed member of the Nomination Committee shall
carefully consider any conflict of interest or other circumstances
that makes membership of the Nomination Committee inappropriate.
The Chief Executive Officer or other members of the executive
management may be invited by the chair of the Nomination Committee
to participate in meetings of the Nomination Committee as
considered appropriate.
The Nomination Committee is appointed for a term
of office commencing at the time of its formation, which must be no
later than six months before the annual general meeting and ending
when a new Nomination Committee is formed. If a member resigns
during the Nomination Committee’s term of office, and provided that
the Nomination Committee finds this prudent, the shareholder that
appointed the resigning member may be asked to appoint a new
member, provided that the shareholder is still one of the 10
largest shareholders of Millicom. If that shareholder declines to
appoint a new member, the Nomination Committee may choose to ask
the next largest qualified shareholder to appoint a Nomination
Committee member and so on.
In the event of changes to the ownership
structure of the Company, whereby a shareholder that has appointed
a member to the Nomination Committee significantly reduces its
shareholding, such member shall immediately resign from the
Nomination Committee, unless the other members unanimously decide
that such person shall remain until the end of their term. In
addition, the Nomination Committee may decide to change its
composition and invite the new larger shareholder(s) to appoint a
member of the Nomination Committee. In its decision, the Nomination
Committee shall inter alia take into account the status of its
work, the time remaining to the annual general meeting and the
nature of the change in ownership. If more than three months remain
until the annual general meeting, however, a shareholder that has
become amongst the three largest shareholders shall always, at its
request, have the right to appoint a member of the Nomination
Committee.
The Nomination Committee shall have the right to
receive, upon request, personnel resources, such as secretarial
services from Millicom, and to charge Millicom with costs for
recruitment consultants and related travel if deemed strictly
necessary to discharge its duties.
AGM – item 20 (Rectified): SHARE
REPURCHASE PLAN
The Board proposes that the meeting resolves to
approve a share repurchase plan on the following terms:
- To authorize the Board, at any time between May 23, 2024 and
the date of the 2025 annual general meeting of shareholders, to
repurchase Millicom's common shares and Swedish Depository Receipts
(SDRs), hereafter individually and collectively referred to as the
“Shares”, in accordance with applicable laws and
regulations in force, and in particular the Luxembourg law of 10
August 1915 on commercial companies, as amended from time to time
(the "Luxembourg Commercial Companies Law") (the "
Share Repurchase Plan"), and subject to the
following conditions:
- The transactions under the Share Repurchase Plan may be carried
out by any permitted means, including but not limited to entering
into market, off-market, over-the-counter and mutual agreement
transactions, through payment in cash or in kind, using
distributable profits, available reserves, new shares issue,
derivative financial instruments or any other financing
mechanism.
- While the primary purpose of the Share Repurchase Plan is set
out below, the Share Repurchase Plan may be carried out for all
purposes allowed, or which would become authorized by, the
applicable law and regulations.
- The maximum number of Shares that may be acquired shall not
exceed ten per cent (10%) of Millicom's outstanding share capital
as of the date when the start of the share repurchase program is
announced by press release.
- Repurchase transactions under the Share Repurchase Plan may be
made at acquisition prices per Share as follows:
- For Shares repurchased on a regulated market where the shares
are traded, the price per Share shall be within the registered
interval for the share price prevailing at any time (the so-called
spread), that is, the interval between the highest buying rate and
the lowest selling rate of the Shares on the market on which the
purchases are made.
- For any other Shares repurchased, the price per share may not
exceed 110% of the most recent closing trading price of the Shares
on the Nasdaq Stock Market in the U.S., provided that the minimum
repurchase price is above SEK 50 (or USD equivalent).
- The Share Repurchase Plan may not have the effect of reducing
Millicom's net assets and reserves under the limit required by the
Luxembourg Commercial Companies Law or the Articles of Association
of the Company.
- Only fully paid-up Shares may be included in repurchase
transactions made under the Share Repurchase Plan.
The primary purposes of this resolution are to
provide the Board with more options in its efforts to deliver
long-term shareholder value and total shareholder return, and to
provide a method to secure availability of Shares for Board
remuneration and Millicom’s share-based incentive plans.
The Board is hereby authorized to:
- transfer all or part of the Shares repurchased under the Share
Repurchase Plan to employees of the Millicom Group in connection
with any existing or future Millicom share-based incentive plans,
and
- cancel the repurchased Shares and Shares held in treasury from
Shares repurchased under previous Share repurchase plans.
All powers are hereby granted to the Board, with
the power to delegate and substitute, to ensure the implementation
of this authorization, conclude all agreements, carry out all
formalities and make all declarations with regard to all
authorities and, generally, do all that is necessary or proper for
the execution of any decisions made in connection with this
authorization.
The Share Repurchase Plan supersedes and
replaces all other previous share repurchase plans of Millicom,
which are deemed cancelled.
AGM – item 21: 2023 REMUNERATION
REPORT
The Board proposes that the AGM provides an
advisory vote on Millicom’s remuneration report for the financial
year ended on December 31, 2023 (the “2023 Remuneration
Report”), pursuant to Article 7ter. of the Luxembourg law
of 24 May 2011 on the exercise of certain rights of shareholders at
general meetings of listed companies, as amended. The Nomination
Committee will consider this advisory vote when reviewing the
Director Remuneration Policy, and the Board will consider this
advisory vote when reviewing the Senior Management Remuneration
Policy in the future and explain in the 2024 remuneration report
how this advisory vote was taken into account.
The 2023 Remuneration Report is available on
Millicom’s website:
https://www.millicom.com/our-company/governance/shareholder-meetings/.
AGM – item 22: SENIOR
MANAGEMENT REMUNERATION POLICY
The Board proposes that the AGM resolves on the
following guidelines and policy for remuneration and other
employment terms for the senior management for the period up to the
2025 AGM.
Compensation philosophy and
guidelines:
- 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 that 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, company and share price
performance directly attributable to short-term and long-term value
creation.
- Transparency – Millicom is committed to
expanding transparency, including disclosure around pay for
performance, links to value creation, etc.
- 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.
- Retention of key talent – Variable
compensation plans include a significant portion of deferred
share-based or cash 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
Executive Team and Corporate Vice-Presidents, through Millicom’s
share ownership guidelines, are required to reach and maintain a
significant level of personal ownership of Millicom shares.
Objectives of senior management
compensation:
- Fixed salary and benefits: to ensure that
Millicom can attract, motivate and retain senior management, within
the context of Millicom’s international talent pool, which consists
of Telecommunications, Media & Fast-Moving Consumer Goods
(“FMCG”) companies.
- Short Term Incentives (“STI”): to incentivize
senior management to execute strategic plans in operational
decision making to achieve short-term performance goals impacting
performance and enhancing the value of the Company. In general, 75%
of the STI is based on achievement of financial targets of the
individual’s corresponding business unit, while the remaining 25%
is based on individual performance.
- Long Term Incentives (“LTI”): to align senior
management long-term incentives with the long-term interests of
shareholders, encouraging long-term value creation, retention and
management focus on long-term value and commitment to the Company.
Based on these key principles, the LTI design for 2024 is a balance
of share price appreciation, retention and ESG targets approved by
the Compensation & Talent Committee and the Board. Millicom
emphasizes the “one team” mentality – by maintaining unified goals
and objectives in the long-term incentive program for the executive
leadership team with the purpose of long-term value of the
Company.
Benchmarking of Executive Management
Compensation: For the Chief Executive Officer (“CEO”) and
Executive Vice Presidents (“EVPs”), compensation has been
benchmarked against a peer group, which includes: Lumen
Technologies, Inc., DISH Network Corporation, American Tower
Corporation, Altice USA, Inc., Sirius XM Holdings Inc., Global
Payments Inc., Liberty Latin America Ltd., Frontier Communications
Parent, Inc., Telephone and Data Systems, Inc., United States
Cellular Corporation, AMC Networks Inc., SBA Communications
Corporation and Cable One, Inc.
Senior Management Remuneration
Policy
(i) Base salary and
benefits
Base annual salaries shall be competitive and
based on individual responsibilities and performance. The base
salary and other benefits of the CEO are proposed by the
Compensation and Talent Committee and approved by the Board, and
the base salary and benefits of the EVPs are proposed by the CEO
and approved by the Compensation and Talent Committee.
(ii) Variable remuneration
Senior management may receive variable
remuneration in addition to base salary. The variable remuneration
consists of (a) Short-term Incentives (“STI”), and
(b) Long-term Incentives (“LTI”).
The amounts and percentages for variable
remuneration are based on pre-established goals and targets related
to the performance of both Millicom and individual employees, as
summarized below and presented in detail in item 23.
-
- Short-term Incentives
The STI consists of two components: a cash bonus
and a restricted share units-based component (the Deferred Share
Plan, or “DSP”). For the 2025 DSP grant, Corporate
Directors, General Managers and senior in-country leadership teams
are eligible for a Deferred Cash Plan (the “DCP”)
instead of the DSP.
STI measures, and relative weightings (shown
below) are designed to reflect Millicom’s strategic goals of
encouraging profitable operations, efficient use of capital,
overall growth and customer focus:
- Service Revenue (25%),
- Earnings Before Interest, Tax, Depreciation and Amortization
(“EBITDA”) (25%),
- Equity Free Cash Flow (“EFCF”) (25%),
- Personal Performance* (25%).
* Personal Performance is assessed on
achievement of personalized qualitative and quantitative goals
aligned to the overall strategy and objectives of the Company.
The DSP seeks to attract and retain management
employees, by rewarding for past performance and incentivizing
longer-term service. It is part of Millicom’s short-term incentive
program and as such the Board deems that pro rata vesting
(30%/30%/40%) over a three-year period is reasonable in order to
achieve the objectives of Millicom’s overall compensation and
reward strategy.
Modifications compared to the 2023 STI-DSP
(i) 2024 STI paid in 2025
The Compensation and Talent Committee implemented a
redistribution of weights for both the 2025 DSP and 2025 DCP,
reducing the personal performance from 30% to 25% and assigning
equal weights to the three financial metrics totaling 75%.
Additionally, the Committee also introduced EFCF as a new metric,
in replacement of OFCFaL and Relational Net Promoter Score, to
align with the principal financial target disclosed by the
Company.
(ii) 2025 DSP (based on 2024
performance)
Eligibility for participation in the DSP
component is limited to Millicom’s CEO, EVPs and Corporate Vice
Presidents (“VPs”). Currently, 16 individuals are
included in this group. The metrics are the same as the 2024 STI
metrics.
(iii) 2025 DCP (based on 2024
performance)
Corporate Directors and senior in-country
leadership (excluding General Managers) are eligible for a Deferred
Cash Plan instead of the DSP, with the same targets as the DSP and
2024 STI metrics. Currently, 111 individuals are included in this
group.
For the General Managers, the DSP is also
replaced with a Deferred Cash Plan (DCP), with individual country
targets:
- Service Revenue (50%), and
- EFCF (50%).
- Long-term Incentive Plan
(“LTI”)
The LTI is a share-based plan whereby the awards
granted vest at the end of a three-year period, subject to
achievement against performance measures and fulfillment of
conditions. These measures, and their relative weightings, are
shown below:
- Stock Appreciation Rights (SARs) (60%),
- Restricted Stock Units (RSUs) (30%), and
- Performance Shares with ESG target achievement (10%)
Modifications compared to the 2023 LTI
For 2024, we have moved towards an incentive
plan focused on shareholder value creation, long-term incentive and
retention using three equity vehicles: Stock Appreciation Rights
(SARs), Restricted Stock Units (RSUs), and Performance Shares based
on achievement of ESG metrics. For the ESG metric, the Compensation
and Talent Committee has proposed to reduce from 5 metrics to 1,
focusing on carbon emissions.
Eligibility
Eligibility for participation in the LTI is
limited to Millicom’s CEO, EVPs and VPs. Currently, 16 individuals
are included in this group.
For General Managers, the LTI is merged into the
DCP plan described above, including the same metrics.
2024 LTI (based on 2024-2026 performance)
Information on the 2024 LTI, including
performance measures and payout scales (based on performance from
2024 to 2026), and the number of share awards to be granted, is
included in agenda item 23 below.
(iii) Other benefits
Other benefits can include, for example, car
allowance, medical coverage and, in limited cases, while on an
expat assignment, housing allowance, school fees, and home
leave.
(iv) Pension
The Global Senior Management Team, which is
comprised of Millicom’s CEO, EVPs, VPs and General Managers are
eligible to participate in a global retirement saving plan which
also covers death and disability insurance. This global plan
is secured through premiums paid to insurance companies. Company
contributions to the global defined contribution retirement saving
plan range between 10% and 15% of the executive’s base pay.
Notice of termination and severance
pay
If the employment of Millicom’s most senior
management is terminated, a notice period of up to 12 months could
potentially apply.
Other Policies and
Practices
The Board regularly reviews best practices in
executive compensation and governance and revises policies and
practices when appropriate.
Deviations from the policy and
guidelines
In special circumstances, the Board may deviate
from the above policy and guidelines, including additional variable
remuneration in the case of exceptional performance.
Where such deviation relates to the CEO’s
remuneration, the Board may temporarily deviate from the above
policy and guidelines until the 2025 AGM to ensure the long-term
interest and continuity of Millicom or guarantee its viability.
Independent Advisor
The Board has retained Mercer as its independent
compensation consultant. Mercer provides advice, executive
benchmarking data and best practices and makes suggestions based on
its knowledge of the market.
- – item 23: SHARE-BASED INCENTIVE PLANS
- outlined in the proposed guidelines and policy for
senior management remuneration in agenda item 22 above (and the
corresponding guidelines approved at the 2023 AGM), variable
compensation includes the following share-based incentive
plans:
- a short-term Deferred Share Plan (DSP), and
- a three-year Long-Term Incentive Plan (LTI).
- is no legal requirement for Millicom (as a
Luxembourg company) to obtain shareholder approval of share-based
incentive plans. Nonetheless, following past practice and in
alignment with the expectations of Millicom’s shareholders, the
Board proposes that the meeting resolves to approve the 2024 DSP,
the 2024 LTI and the granting of share awards under both plans, as
further described below.
- Compensation and Talent Committee of the Board
monitors and evaluates programs for variable remuneration (both
ongoing programs and those that have ended during the year), the
manner in which the guidelines for remuneration to senior
management adopted at the AGM have been applied, and the current
remuneration structure and levels of remuneration in Millicom. The
design of each share-based plan is reviewed each year to ensure
that:
- The programs are well aligned with the interests of
shareholders;
- The programs are designed to help attract, motivate and retain
the competencies needed in Millicom’s senior management; and
- The programs have a positive effect on Millicom’s development
and thus are beneficial for both Millicom and its
shareholders.
- Compensation and Talent Committee determines when
an offer for the grant of share awards shall be made, the eligible
employees to whom such offer shall be made and the terms governing
the offer for the grant of share awards, in accordance with the
principles adopted by the AGM. The Compensation and Talent
Committee shall also have the right to resolve on more detailed
terms and conditions in accordance with the Senior Management
Remuneration Policy.
- Compensation and Talent Committee approves the detailed terms
and conditions of the share-based compensation plans, in accordance
with the terms and guidelines set out herein. In connection
therewith, the Compensation and Talent Committee is entitled to
make adjustments to meet foreign regulations or market conditions,
and, in connection with delivery of shares to participants, offer
share settlement in order to cover the participant’s tax costs upon
vesting.
- Compensation and Talent Committee may make certain other
adjustments, including deciding to reduce the delivery of shares
for all participants, or for certain categories of participants
covered by the 2024 LTI and 2024 DSP, if material changes occur
within Millicom or in the market that, in the Board's assessment,
mean that the terms and conditions for the allotment of shares
under the plans no longer fulfil the main objectives of the
plans.
- of the Proposal
- 's Compensation and Talent Committee has prepared the 2024 DSP
and the 2024 LTI in consultation with external advisors. The plans
have been reviewed at meetings of the Compensation and Talent
Committee in 2023 and in the first months of 2024.
- Proposed 2024 DSP (based on 2023
performance)
The proposed 2024 DSP is based on a target
percentage of the annual base salary of each participant and the
performance related to the 2023 financial year. Each share unit
granted carries a non-transferable right to receive one share in
Millicom on the relevant vesting date. Eligibility for
participation in the 2024 DSP is described in item 22.
Calculation
STI compensation is calculated as Base Salary X
a pre-determined % of base salary X plan performance.
Performance measures (based on 2023 performance)
and payout scale
Performance is measured on the extent to which
performance targets (group, regional, or country level as
applicable to each individual) are achieved, as follows:
Performance measure |
% of the DSP |
Service revenue (SR) |
20% |
EBITDA (earnings before interest, tax, depreciation and
amortization) |
20% |
OFCFaL (Operating Free Cash Flow after Leases) |
20% |
rNPS (relational net promoter score) |
10% |
Personal performance |
30% |
Payout is based on a linear scale with minimum,
target and maximum achievement of performance measures (except
personal performance) as follows:
Achievement |
Payout |
Achievement less than 95% of target |
0% |
Achievement at 100% of target |
100% |
Achievement at or above 104% (SR), 106% (EBITDA), 107% (OFCFaL)
and/or 110% (tNPS) of target |
200% |
Personal performance is based on the rating
scale below, whereby employees rated “does not meet” do not receive
any STI compensation, and employees rated ‘partially meets’ are not
eligible to participate in the 2024 DSP.
Performance rating |
Does not meet |
Partially meets |
Meets |
Exceeds |
Exceptionally Exceeds |
Payout |
0% |
15% on cash component.0% on share component. |
30% |
45% |
60% |
Payment / vesting
If the AGM approves the 2024 DSP, and thereby
the granting of share awards to the DSP Participants, the STI is
paid in cash and in DSP shares: for senior leaders 30% / 70% at the
top and 40% / 60% at the lower end. For employees not participating
in the DSP, or to the extent that the DSP is not approved by the
AGM, the STI (including the portion that would have been provided
as shares) will be a cash bonus. The share awards will vest
(generally subject to the participant still being employed by
Millicom) 30% in Q1 2025, 30% in Q1 2026 and 40% in Q1 2027.
Grant of share awards
1,141,873 share units were granted, conditional
on AGM approval as per the above, under the DSP plan in Q1 2024,
representing approximately 0.67% of the outstanding shares and
outstanding votes.
(ii) Proposed 2024
LTI
The proposed 2024 LTI award is divided in three
equity vehicles: Stock Appreciation Rights (SARs), Restricted Stock
Units (RSUs), and Performance Shares based on achievement of the
ESG performance measure between 2024 and 2026. Eligibility for
participation in the 2024 LTI is described in item 22.
Calculation
The award value per participant is based on
seniority and ranges from 35% to 315% at target (for the CEO) of
base annual salary (as of January 1, 2024) as follows:
Seniority |
% of base annual salary (range) |
VPs |
35%-70% |
CEO and EVPs |
85%-315% |
This award will be divided into:
1. Stock Appreciation Rights (SARs) - (60% of
the award), calculated based on Black-Scholes valuation of the
stock price at fair market value of the grant.
2. Restricted Stock Units (RSUs) – (30% of the
award).
3. Performance Shares with ESG metric – (10% of
the award).
Stock Appreciation Rights will vest in number of
units as defined by the Black-Scholes valuation. The participant
will have the eligibility to exercise these units during the
seven-year period following the vesting date. Upon exercising these
units, the appreciation will be paid in Millicom stock.
Each Restricted Stock Unit and Performance Share
unit will vest as one Millicom share, subject to the achievement of
the following performance measures for the performance shares:
Performance measure |
% of the LTI |
ESG metric – 2024-2026 measurement based on Carbon Emissions
reduction target. |
10% |
Payout for the Performance conditions for ESG
target:
- In the event the Company achieves less than 80% of the target,
the corresponding portion of the grant will be reduced to
zero.
- In the event the Company achieves between 80% and 100% 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% to
100%.
- Payout is capped at 100% achievement.
In addition, participants who receive a ‘does
not meet’ performance rating are not eligible to participate in the
LTI in the following year.
Payment / vesting
The equity awards vest after a three-year
vesting period, in Q1 2027, subject to achievement of performance
measures and the participant being employed by Millicom at the time
of vesting.
Grant of share awards
At target 193,537 share units are granted under
the 2024 LTI plan corresponding to RSUs and Performance Shares,
representing approximately 0.11% of the outstanding shares and
votes. The amount of SARs to be granted are subject to the share
price valuation following approval of the LTI by the Compensation
and Talent Committee, i.e., April 4, 2024.
Share ownership requirements
Participants in the LTI are subject to
Millicom’s Share Ownership Policy, which requires them to maintain
the minimum levels of share ownership based on the size of their
annual share grants, or hold all shares vested (post tax) under
either the LTI or the DSP until reaching those minimum
levels. These levels currently range from 400% of base salary
to 50% of base salary.
Accounting, cost and maximum number of
shares
Both the DSP and LTI are accounted for in
accordance with IFRS 2, which requires the cost of share awards to
be recorded as employee costs in the income statement over the
vesting period, based on the number of shares expected to vest and
the fair value of those shares. Elements specific to each plan are
as follows:
(i) 2024 DSP
No expense is recognized for DSP share awards
that do not ultimately vest. Vesting of the shares is not dependent
on market conditions. The number of shares that may vest,
approximate cost and percentage of outstanding shares (based on
grant share price of USD 16.33) are as follows:
|
Shares that may vest |
Approximate cumulative three-year cost (USD) |
% of outstanding shares |
At Maximum |
1,141,873 |
18.65 million |
0.67% |
The costs and dilution are expected to have only
a marginal effect on key ratios of Millicom.
Information on performance of the 2023 STI and
on the 2024 DSP grant will be presented in Millicom’s 2024 Annual
Report.
(ii) 2024 LTI
No expense is recognized for share awards that
do not ultimately vest, except for the Stock Appreciation Rights
(SARs) portion of the LTI where vesting is conditional upon a
market condition, which are treated as vested regardless of whether
or not the market conditions are satisfied, provided that all other
performance conditions are satisfied. For Restricted Stock Units
(RSUs) vesting of the shares is dependent on service conditions
only.
An estimate of the number of shares that may
vest and approximate cost for the RSUs and the performance shares
are as follows:
|
Shares that may vest |
Approximate cumulative three-year cost (USD) |
% of outstanding shares |
At Maximum |
193,537 |
3.93 million |
0.11% |
Information about the performance results and
the outcome of the 2024 LTI will be presented in Millicom’s 2026
Annual Report.
Hedging arrangements and delivery of
shares
The undertaking to deliver shares to the
participants in the 2024 DSP and 2024 LTI will be fulfilled either
by Millicom transferring its own treasury shares or, if required,
by acquiring and transferring shares or issuing new shares.
Delivery of shares, subject to the terms of
conditions of the plans, will be made free of charge.
Information regarding other incentive
programs in Millicom
Please refer to the 2023 Annual Report and the
Company's website http://www.millicom.com, for further information
regarding all Millicom's on-going share or share price-related
incentive programs.
EGM- item 1: CHAIR OF
THE EGM
Millicom's Board proposes, in line with the
Nomination Committee proposal for the AGM to be held on the same
day, Mr. Alexander Koch, attorney at law (Avocat à la
Cour/Rechtsanwalt), with professional address in Luxembourg, to
preside over the EGM.
In case of absence of Mr. Alexander Koch, the
Chair of the Board of Directors of Millicom or, in the absence of
the Chair of the Board of Directors, any member of the Board of
Directors present at the EGM, shall be empowered to appoint from
amongst the persons present at the EGM the individual that will
preside over the EGM.
The Chair of the EGM shall be empowered to
appoint the other members of the Bureau (i.e., the Secretary and
the Scrutineer) amongst the persons present or virtually present at
the meeting.
EGM – item 2: REMOVE CASTING VOTE OF
THE CHAIR OF THE BOARD
The Board aims to nurture constructive dialogue and debate among
Board members and the Board’s philosophy is that deadlock should be
resolved through exchange of opinions until consensus is reached.
No Board member should have overriding rights and, therefore, the
Board proposes to remove the casting vote of the Chair of the Board
in the event of tie provided by article 444-4, 2° (2) of the 1915
Law, and amend paragraph 7 of article 8 of the articles of
association.
The amended article 8 of the articles of
association of the Company shall read as follows:
Article 8. Meetings of the Board.
The Board may choose a secretary, who need not be a director,
and who shall be responsible for keeping minutes of the meetings of
the Board and of the resolutions passed at the General Meeting.
The Board will meet upon call by the Chair. A meeting of the
board must be convened if any two Directors so require.
The Chair shall preside at all meetings of the Board of the
Company, except that in his absence the Board may elect by a simple
majority of the Directors present another Director or a duly
qualified third party as Chair of the relevant meeting.
Except in cases of urgency or with the prior consent of all
those entitled to attend, at least 3 (three) days' written notice
of board meetings shall be given. Any such notice shall specify the
time and place of the meeting and the nature of the business to be
transacted. No such written notice is required if all the members
of the Board are present or represented during the meeting and if
they state to have been duly informed, and to have had full
knowledge of the agenda of the meeting. The written notice may be
waived by the consent in writings, whether in original, by telefax,
or e-mail to which an electronic signature (which is valid under
the Law) is affixed, of each member of the Board. Separate written
notice shall not be required for meetings that are held at times
and places determined in a schedule previously adopted by
resolution of the Board.
Every Board meeting shall be held in Luxembourg or at such other
place as the Board may from time to time determine.
Any member of the Board may act at any meeting of the Board by
appointing in writing, whether in original, by telefax, or e-mail
to which an electronic signature (which is valid under the Law) is
affixed, another Director as his or her proxy.
A quorum of the Board shall be the presence of 4 (four) of the
Directors holding office. Decisions will be taken by the
affirmative votes of a simple majority of the Directors present or
represented. The Chair of the Board does not have a casting vote in
the event of a tie.
Notwithstanding the foregoing, a resolution of the Board may
also be passed in writing, in case of urgency or where other
exceptional circumstances so require. Such resolution shall be
unanimously approved by the Directors and shall consist of one or
several documents containing the resolutions either (i) signed
manually or electronically by means of an electronic signature
which is valid under Luxembourg law or (ii) agreed upon via a
consent in writing by e-mail to which an electronic signature
(which is valid under Luxembourg law) is affixed. The date of such
a resolution shall be the date of the last signature or, if
applicable, the last consent.
Any Director may participate in a meeting of the Board by
conference call, video conference or similar means of communication
equipment whereby (i) the Directors attending the meeting can be
identified, (ii) all persons participating in the meeting can hear
and speak to each other, (iii) the transmission of the meeting is
performed on an on-going basis and (iv) the directors can properly
deliberate, and participating in a meeting by such means shall
constitute presence in person at such meeting. A meeting of the
Board held by such means of communication will be deemed to be held
in Luxembourg.
EGM- item 3: CHANGE THE
DEFINITION FROM CHAIRMAN TO CHAIR OF THE BOARD
The Board proposed to adopt a more inclusive language, changing
the definition from “Chairman” to “Chair”, and to amend articles 7,
8, 9 and 21 of the articles of association accordingly and further
amend article 19 second sentence of Millicom’s articles of
association to refer to the “chair of the annual General
Meeting.
EGM – item 4:
FULL RESTATEMENT OF THE COMPANY'S ARTICLES OF
ASSOCIATION
It is proposed to fully restate the Articles
incorporating the above changes approved at the EGM.
The draft restated articles of association of
the Company are available on the Company's website.
Board of
Directors
April 23,
2024
The personal data of SDR holders and shareholders collected from
the SDR/share register, notification of attendance to the AGM and
EGM as well as information regarding representatives and advisors
will be used for registration, drawing up of voting list for the
AGM and EGM and, where applicable, minutes from the AGM and EGM.
The personal data will be processed in accordance with the General
Data Protection Regulation (Regulation (EU) 2016/679 of the
European Parliament and of the Council).
For more information, please
contact:
AGM/EGM Inquiries: Patrick Gill,
Company Secretary+352 27 759 603Maria Florencia Maiori, Senior
Legal Counselinformation@millicom.com |
Press: Sofia Corral, Director Corporate
Communicationspress@millicom.com |
Investors: Michel Morin, VP Investor
Relationsinvestors@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 December 31, 2023, Millicom, including
its Honduras Joint Venture, employed approximately 16,500 people
and provided mobile and fiber-cable services through its digital
highways to more than 45 million customers, with a fiber-cable
footprint over 13 million homes passed. Founded in 1990, Millicom
International Cellular S.A. is headquartered in Luxembourg.
1 However, notwithstanding anything to the
contrary herein, the Bureau of the AGM/EGM shall have the
discretionary power to exceptionally accept the voting of a
shareholder or SDR holder at the AGM/EGM, even if the relevant
proxy or notification form have a formal deficiency or was received
after the deadlines contained herein.
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