LEUDELANGE, Sweden -- (Business Wire)
N O T I C E
IS HEREBY GIVEN that the annual general meeting (“AGM”) and an
extraordinary general meeting (“EGM”) of the shareholders of MILLICOM
INTERNATIONAL CELLULAR S.A. (“Millicom”) is convened to be held at the
Millicom office at 2 rue du Fort Bourbon, L-1249, Grand-Duchy of
Luxembourg, on Tuesday, May 27, 2014 at 10:00 Central European Time
("CET"), to consider and vote on the following resolutions:
AGM
1. To elect the Chairman of the AGM and to empower the Chairman to
appoint the other members of the Bureau.
2. To receive the Board of Directors’ Reports (Rapport de Gestion) and
the Reports of the external auditor on (i) the annual accounts of
Millicom for the financial year ended December 31, 2013 and (ii) the
consolidated accounts for the financial year ended December 31, 2013.
3. To approve the consolidated accounts and the annual accounts for the
year ended December 31, 2013.
4. To allocate the results of the year ended December 31, 2013. On a
parent company basis, Millicom generated a profit of USD 405,883,131. Of
this amount, an aggregate of approximately USD 264 million corresponding
to a gross dividend amount of USD 2.64 per share is proposed to be
distributed as a dividend and the balance is proposed to be carried
forward as retained earnings.
5. To discharge all the current Directors of Millicom for the
performance of their mandate during the financial year ended December
31, 2013.
6. To set the number of Directors at nine (9).
7. To re-elect Ms. Mia Brunell Livfors as a Director for a term ending
on the day of the next AGM to take place in 2015 (the "2015 AGM").
8. To re-elect Mr. Paul Donovan as a Director for a term ending on the
day of the 2015 AGM.
9. To re-elect Mr. Alejandro Santo Domingo as Director for a term ending
on the day of the 2015 AGM.
10. To re-elect Mr. Lorenzo Grabau as Director for a term ending on the
day of the 2015 AGM.
11. To re-elect Mr. Ariel Eckstein as Director for a term ending on the
day of the 2015 AGM.
12. To elect Ms. Cristina Stenbeck as a new Director for a term ending
on the day of the 2015 AGM.
13. To elect Dame Amelia Fawcett as a new Director for a term ending on
the day of the 2015 AGM.
14. To elect Mr. Dominique Lafont as a new Director for a term ending on
the day of the 2015 AGM.
15. To elect Mr. Tomas Eliasson as a new Director for a term ending on
the day of the 2015 AGM.
16. To elect Ms. Cristina Stenbeck as Chairman of the Board of Directors
for a term ending on the day of the 2015 AGM.
17. To approve the Directors’ fee-based compensation, amounting to SEK
4,599,000 for the period from the AGM to the 2015 AGM and share-based
compensation, amounting to SEK 3,750,000 for the period from the AGM to
the 2015 AGM, such shares to be provided from the Company’s treasury
shares alternatively issued within Millicom’s authorised share capital
exclusively in exchange for the allocation from the premium reserve i.e.
for nil consideration from the relevant Directors.
18. To re-elect Ernst & Young S.à r.l., Luxembourg as the external
auditor of Millicom for a term ending on the day of the 2015 AGM.
19. To approve the external auditor's compensation. 20. To approve a
procedure on the appointment of the Nomination Committee and
determination of the assignment of the Nomination Committee. 21. Share
Repurchase Plan
(a) To authorise the Board of Directors, at any time between May 27,
2014 and the day of the 2015 AGM, provided the required levels of
distributable reserves are met by Millicom at that time, either directly
or through a subsidiary or a third party, to engage in a share
repurchase plan of Millicom's shares to be carried out for all purposes
allowed or which would become authorised by the laws and regulations in
force, and in particular the 1915 Law and in accordance with the
objectives, conditions, and restrictions as provided by the European
Commission Regulation No. 2273/2003 of 22 December 2003 (the "Share
Repurchase Plan") by using its available cash reserves in an amount not
exceeding the lower of (i) ten percent (10%) of Millicom's outstanding
share capital as of the date of the AGM (i.e., approximating a maximum
of 10,173,921 shares corresponding to USD 15,260,881 in nominal value)
or (ii) the then available amount of Millicom’s distributable reserves
on a parent company basis, in the open market on OTC US, NASDAQ OMX
Stockholm or any other recognised alternative trading platform, at an
acquisition price which may not be less than SEK 50 per share nor exceed
the higher of (x) the published bid that is the highest current
independent published bid on a given date or (y) the last independent
transaction price quoted or reported in the consolidated system on the
same date, regardless of the market or exchange involved, provided,
however, that when shares are repurchased on the NASDAQ OMX Stockholm,
the price shall be within the registered interval for the share price
prevailing at any time (the so called spread), that is, the interval
between the highest buying rate and the lowest selling rate.
(b) To approve the Board of Directors’ proposal to give joint authority
to Millicom’s Chief Executive Officer and the Chairman of the Board of
Directors to (i) decide, within the limits of the authorization set out
in (a) above, the timing and conditions of any Millicom Share Repurchase
Plan according to market conditions and (ii) give mandate on behalf of
Millicom to one or more designated broker-dealers to implement a Share
Repurchase Plan.
(c) To authorise Millicom, at the discretion of the Board of Directors,
in the event the Share Repurchase Plan is done through a subsidiary or a
third party, to purchase the bought back Millicom shares from such
subsidiary or third party.
(d) To authorise Millicom, at the discretion of the Board of Directors,
to pay for the bought back Millicom shares using either distributable
reserves or funds from its share premium account.
(e) To authorise Millicom, at the discretion of the Board of Directors,
to (i) transfer all or part of the purchased Millicom shares to
employees of the Millicom Group in connection with any existing or
future Millicom long-term incentive plan, and/or (ii) use the purchased
shares as consideration for merger and acquisition purposes, including
joint ventures and the buy-out of minority interests in Millicom’s
subsidiaries, as the case may be, in accordance with the limits set out
in Articles 49-2, 49-3, 49-4, 49-5 and 49-6 of the 1915 Law.
(f) To further grant all powers to the Board of Directors with the
option of sub-delegation to implement the above authorization, conclude
all agreements, carry out all formalities and make all declarations with
regard to all authorities and, generally, do all that is necessary for
the execution of any decisions made in connection with this
authorization.
22. To approve the guidelines for remuneration of senior management.
EGM
1. To elect the Chairman of the EGM and to empower the Chairman to
appoint the other members of the Bureau.
2. To renew the authorization granted to the Board of Directors in
Article 5 of Millicom's Articles of Association to issue new shares up
to a share capital of USD 199,999,800 divided into 133,333,200 shares
with a par value of USD 1.50 per share for a period of five years from
the date of publication of the notarial deed documenting the
authorization.
3. In relation to the renewal of the authorized share capital, to
receive the special report of the Board of Directors of Millicom issued
in accordance with Article 32-3 (5) of the law of 10 August 1915, as
amended, inter alia on the reasons why the Board of Directors shall be
authorized (under the limits set out hereafter) to remove or limit the
preferential subscription right of the shareholders when issuing new
shares under the authorized capital and to approve the granting to the
Board of Directors of the power (limited as set out hereafter) to remove
or limit the preferential subscription right of the shareholders when
doing so. The power of the Board of Directors to remove or limit the
preferential subscription right of the shareholders when issuing new
shares under the authorized capital shall be capped to a maximum of new
shares representing 20% of the then outstanding shares (including shares
held in treasury by the Company itself).
4. To change the date at which the Company's annual general meeting
shall be held to 15 May each year and to amend article 19 of the
Company's Articles accordingly.
NOTES REGARDING THE NOTICE
CHAIRMAN OF THE MEETING (AGM – item 1)
Millicom's Nomination Committee, proposes Mr. Jean-Michel Schmit,
attorney at law (avocat à la Cour), with professional address in
Luxembourg, the duty to preside over the AGM.
In case of absence of Mr. Jean-Michel Schmit, the Chairman of the Board
of Directors of Millicom or in the absence of the Chairman of the Board
of Directors, any member of the Board of Directors shall be empowered to
appoint the person to preside over the AGM amongst the persons present
at the meeting.
The Chairman of the AGM shall be empowered to appoint the other members
of the Bureau, i.e. the Secretary and the Scrutineer, amongst the
persons present at the meeting.
PARTICIPATION AND PAYMENT INFORMATION FOR PROPOSED DIVIDEND (AGM – item
4)
On a parent company basis, Millicom generated a profit of USD
405,883,131 for the year ended December 31, 2013. Of this amount the
Board of Directors of Millicom proposes that the meeting approve the
distribution of a dividend of USD 2.64 per share to Millicom
shareholders, in the manner provided in Article 21 and Article 23 of
Millicom’s Articles.
The financial statements of Millicom as of December 31, 2013 drawn up by
Millicom’s Board of Directors (the “2013 Financial Statements”) show
that Millicom has sufficient funds available, in accordance with
applicable law, to distribute the considered USD 2.64 dividend per share
which represents an aggregate dividend of approximately USD 264 million.
The Board of Directors confirms that the considered dividend can be paid
out of the carried forward profits available at the date of the AGM.
In accordance with Luxembourg income tax law, the payment of dividend
will be subject to a 15% withholding tax. Millicom will withhold the 15%
withholding tax and pay this amount to the Luxembourg tax
administration. The dividend will be paid net of withholding tax.
However a reduced withholding tax rate may be foreseen in a double tax
treaty concluded between Luxembourg and the country of residence of the
shareholder or an exemption may be available in cases where the
Luxembourg withholding tax exemption regime conditions are fulfilled
(e.g. for shareholdings representing at least 10% of the share capital
for an uninterrupted period of at least 12 months). These shareholders
should contact their advisors regarding the procedure and the deadline
for a potential refund of the withholding tax from the Luxembourg tax
administration.
The U.S. Federal Income Tax Considerations for U.S. holders of Millicom
shares and SDRs can be found on Millicom’s website (www.millicom.com)
under “Corporate Governance/AGM 2014”.
Eligible Millicom shareholders will receive their dividends in USD
(United States Dollars) whereas holders of Swedish Depository Receipts
(SDRs) will be paid exclusively in SEK (Swedish crowns). Millicom shall
arrange for a conversion of the dividend from USD to SEK. Such
conversion shall be effected at a market rate of exchange, no earlier
than eight (8) and no later than three (3) banking days before the
payment date, or the day when the funds are made available to Euroclear
Sweden AB. The applicable rate of exchange shall be the rate of exchange
obtained through the combination of all foreign exchange conversions.
The Dividend will be paid to shareholders/SDR holders who are registered
in the shareholders registry kept by Millicom, Euroclear Sweden AB
(Euroclear) or American Stock Transfer & Trust Company (AST) as of May
30, 2014 (AST/US) and June 2, 2014 (Euroclear/Sweden, Luxembourg) (the
"Dividend Record Dates").
The ex-dividend date is estimated to be May 28, 2014.
Payment of dividends is planned for around June 5, 2014. Holders of
Swedish Depository Receipts will be paid by electronic transfer to bank
accounts linked to their securities accounts whereas a dividend check
will be sent to all other eligible shareholders.
ELECTION OF THE DIRECTORS (AGM – items 6-15)
The Nomination Committee proposes that the Board shall consist of nine
(9) directors.
Millicom’s Nomination Committee proposes that, until the 2015 AGM, Ms.
Mia Brunell Livfors, Mr. Paul Donovan, Mr. Alejandro Santo Domingo, Mr.
Lorenzo Grabau and Mr. Ariel Eckstein be re-elected as Directors of
Millicom and that Ms. Cristina Stenbeck, Dame Amelia Fawcett, Mr.
Dominique Lafont and Mr. Tomas Eliasson be elected as new Directors of
Millicom.
Mr. Allen Sangines-Krause, Mr. Omari Issa and Mr. Kim Ignatius have
declined re-election as Directors of Millicom.
The Nomination Committee's motivated statement regarding the Board
composition includes additional information about the proposed Directors
and is available on Millicom's website at www.millicom.com
ELECTION OF THE CHAIRMAN OF THE BOARD OF DIRECTORS (AGM – item 16)
Millicom’s Nomination Committee, supported by the Board of Directors,
proposes that Ms.Cristina Stenbeck , be elected as Chairman of the Board
of Directors for a term ending at the 2015 AGM.
DIRECTORS’ FEES (AGM – item 17)
Millicom’s Nomination Committee proposes a total of SEK 4,599,000 as
fee-based compensation for the nine (9) Directors expected to serve from
the AGM to the 2015 AGM.
The Nomination Committee proposes the following split of the fee-based
compensation:
- that the annual fee to ordinary Board Members not employed by Millicom
shall be SEK 375,000 per Member and that the annual fee to the Chairman
shall be SEK 750,000. (Fees to ordinary Board Members and to the
Chairman are unchanged if combined with the proposed share-based
compensation.)
- that the annual remuneration for work on Board Committees be paid to
members appointed by the Board and shall be SEK 330,000 (Unchanged) to
the Chairman of the Audit Committee, SEK 165,000 (Unchanged) to each of
the other members of the Audit Committee, SEK 75,000 (Unchanged) to the
Chairman of the Compensation Committee and SEK 38,000 (Unchanged) to
each of the other members of the Compensation Committee
The Nomination Committee also proposes a total of SEK 3,750,000 as
share-based compensation for the period from the AGM to the 2015 AGM in
the form of fully paid-up shares of Millicom common stock. Such shares
will be provided from the Company’s treasury shares or alternatively
issued within Millicom’s authorised share capital exclusively in
exchange for the allocation from the premium reserve i.e. for nil
consideration from the relevant Directors. The number of shares to be
provided or issued to the Chairman of the Board of Directors to be SEK
750,000 divided by the Millicom share closing price on NASDAQ OMX
Stockholm on the 2014 AGM date provided that shares shall not be issued
below the par value. The number of shares to be provided or issued to
each of the eight (8) other Directors to be SEK 375,000 divided by the
Millicom share closing price on NASDAQ OMX Stockholm on the 2014 AGM
date provided that shares shall not be issued below the par value.
In respect of Directors who did not serve an entire term, the fee- and
the share-based compensation will be pro-rated pro rata temporis.
ELECTION OF THE AUDITOR (AGM – item 18)
Millicom’s Nomination Committee, supported by the Board of Directors,
proposes that Ernst & Young, Luxembourg, be re-elected as external
auditor for a term ending at the 2015 AGM.
The proposal from the Nomination Committee is based on a periodic
evaluation of external audit firms last conducted in 2012 with annual
follow-up reviews. Based on a request from the Audit Committee, a
Request for Proposal was sent to two final candidates after an initial
evaluation of six potential candidates. The responses from the two final
candidates were compared using the quality of the overall proposal and
the ability to execute to a high standard as the main selection
criteria. Some of the parameters evaluated included: knowledge of
Millicom, audit team strength, audit methodology, engagement style,
support for accounting issues, geographical coverage and co-ordination,
and independence.
FEES PAYABLE TO THE AUDITOR (AGM – item 19)
The Nomination Committee proposes that the auditor fees be paid against
approved account.
PROCEDURE ON APPOINTMENT OF THE NOMINATION COMMITTEE AND DETERMINATION
OF THE ASSIGNMENT OF THE COMMITTEE (AGM – item 20)
The Nomination Committee proposes that the work of preparing proposals
to the 2015 Annual General Meeting regarding the Board and auditor, in
the case that an auditor should be elected, and their remuneration,
Chairman of the Annual General Meeting and the procedure for the
Nomination Committee shall be performed by a Nomination Committee.
The Nomination Committee will be formed during October 2014 in
consultation with the largest shareholders of Millicom as per September
30, 2014. The Nomination Committee will consist of at least three
members appointed by the largest shareholders of Millicom, (that have
wished to appoint a member). Cristina Stenbeck will be a member of the
Committee and will also act as its convenor. The members of the
Committee will appoint the Committee Chairman at their first meeting.
The Nomination Committee is appointed for a term of office commencing at
the time of the announcement of the interim report for the period
January – September 2014 and ending when a new Nomination Committee is
formed. If a member resigns during the Committee term, the Nomination
Committee can choose to appoint a new member. The shareholder that
appointed the resigning member shall be asked to appoint a new member,
provided that the shareholder still is one of the largest shareholders
in Millicom. If that shareholder declines participation on the
Nomination Committee, the Committee can choose to ask the next largest
qualified shareholder to participate. If a large qualified shareholder
reduces its ownership, the Committee can choose to appoint the next
largest shareholder to join. In all cases, the Nomination Committee
reserves the right to reduce its membership as long as the number of
members remains at least three.
The Nomination Committee shall have the right to upon request receive
personnel resources such as secretarial services from Millicom, and to
charge Millicom with costs for recruitment of consultants and related
travel if deemed necessary.
SHARE REPURCHASE PLAN (AGM – item 21)
The Board of Directors of Millicom proposes that the meeting approve a
Share Repurchase Plan and authorises the Board of Directors of Millicom,
with the option to delegate, to acquire and dispose of Millicom's shares
under the abovementioned Share Repurchase Plan as further detailed below.
a) Objectives:
The Share Repurchase Plan will be carried out for all purposes allowed
or which would become authorised by the laws and regulations in force,
and in particular the 1915 Law and in accordance with the objectives,
conditions, and restrictions as provided by the European Commission
Regulation No. 2273/2003 of 22 December 2003.
The purpose of the Share Repurchase Plan will be in particular to reduce
Millicom's share capital (in value or in the number of shares) or to
meet obligations arising from any of the following:
(a) debt financial instruments exchangeable into equity instruments;
(b) employee share option programs or other allocations of shares to
employees of the issuer or of an associate company;
(c) consideration for merger and acquisition purposes.
The transactions over the shares under the Share Repurchase Plan may be
carried out by any means, on or off the market or by the use of
derivative financial instruments, listed on a regulated stock exchange
or transacted by mutual agreement subject to all applicable laws and
stock exchange regulations.
b) Maximum proportion of the share capital that may be repurchased
- The maximum aggregate number of shares authorised to be purchased is
an amount not exceeding the lower of (i) ten percent (10%) of Millicom's
outstanding share capital as of the date of the AGM (i.e., approximating
a maximum of 10,173,921 shares corresponding to USD 15,260,881 in
nominal value) or (ii) the then available amount of Millicom’s
distributable reserves on a parent company basis in the open market on
OTC US, NASDAQ OMX Stockholm or any other recognised alternative trading
platform. The nominal value or, in the absence thereof, the accountable
par value of the acquired shares, including shares previously acquired
by Millicom and held by it (including the stakes held by other group
companies referred to in Article 49bis of the 1915 Law), and shares
acquired by a person acting in his own name but on Millicom's behalf,
may not exceed ten percent (10%) of the issued share capital, it being
specified that (i) such limit applies to a number of shares that shall
be, as necessary, adjusted in order to take into account transactions
affecting the share capital following the AGM as further detailed under
c) below, (ii) that the acquisitions carried out by Millicom may in no
event cause it to hold, directly or indirectly, more than ten percent
(10%) of the share capital, (iii) the aggregate amount that Millicom may
assign to the buyback of its own shares shall be set in accordance with
the provisions of the 1915 Law.
- The acquisitions may not have the effect of reducing Millicom's net
assets below the amount of the subscribed share capital plus those
reserves, which may not be distributed under law or Millicom's Articles.
- Only fully paid-up shares may be included in the transactions.
c) Price and volume considerations
The minimum and maximum purchase prices at which Millicom may repurchase
its shares to be set at:
- Minimum repurchase price: SEK 50
- Maximum repurchase price not to exceed the higher of: (x) the
published bid that is the highest current independent published bid on a
given date or (y) the last independent transaction price quoted or
reported in the consolidated system on the same date, regardless of the
market or exchange involved.
The AGM grants all powers to the Board of Directors to proceed with unit
price adjustments and the maximum number of securities to be acquired in
proportion to the variation in the number of shares or their nominal
value resulting from possible financial operations by Millicom such as
but not limited to capital increase by incorporation of reserves and
free allocation of shares or in case of splitting or regrouping of
shares et sq.
Any transaction undertaken by Millicom under the Share Repurchase Plan
as to price and volume will be undertaken in accordance with all legal
and stock exchange requirements, including those of the European
Commission Regulation No. 2273/2003 of 22 December 2003 or any accepted
market practices as defined under the Directive 2003/6/EC dated 28
January 2003 on insider dealing and market manipulation. The
aforementioned includes that, when shares are repurchased on the NASDAQ
OMX Stockholm, the price shall be within the registered interval for the
share price prevailing at any time (the so called spread), that is, the
interval between the highest buying rate and the lowest selling rate.
d) Duration
Such a Share Repurchase Plan will start no earlier than May 27, 2014,
and end no later than at the earliest of (i) the 2015 AGM, (ii) the
moment on which the aggregate value of shares repurchased by Millicom
since the start of this Share Repurchase Plan reaches the limits
indicated under (b) above; (iii) the moment on which Millicom'
shareholding (including the stakes held by other group companies
referred to in Article 49bis of the 1915 Law and shares acquired by a
person acting in his own name but on Millicom's behalf) reaches 10 per
cent of the subscribed share capital in accordance with Article 49-2 (1)
of the 1915 Law or (iv) within eighteen months as of the date of the AGM.
GUIDELINES FOR REMUNERATION TO SENIOR MANAGEMENT (AGM – item 22)
The Board of Directors proposes that the meeting resolves on the
following guidelines for remuneration and other employment terms for the
senior management for the period up to the 2015 AGM.
Compensation guidelines
The objective of the guidelines is to ensure that Millicom can attract,
motivate and retain executives, within the context of Millicom’s
international talent pool, which consists of Telecom, Media & FMCG
companies. The compensation shall be based on conditions that are market
competitive in Europe/US and at the same time aligned with shareholders’
interests. Compensation of the Executives shall consist of a fixed and
variable salary, as well as the possibility of participation in the
equity based long-term incentive programs and pension schemes. These
components shall create a well-balanced compensation reflecting
individual performance and responsibility, both short-term and
long-term, as well as Millicom’s overall performance.
Base salary
The Executives’ base salary shall be competitive and based on the
individual Executive’s responsibilities and performance.
Variable remuneration
The Executives may receive variable remuneration in addition to base
salary. The maximum target variable remuneration in any Executive’s
contract is 100% of the base salary and in case of exceptional
performance the actual amount can reach 200%. The variable amounts or
percentages are considered to be competitive within market standards at
total compensation levels. The variable remuneration shall be based on
the performance of the Executives in relation to established goals and
targets along with Millicom’s financial performance.
Long-term Incentive Plans (LTIPs)
The aim of the LTIPs is to complement and support Millicom’s long-term
business view and strategy. The plans and the amounts need to be
competitive in order to attract and retain key executives.
Other benefits
Other benefits can include, for example, a car allowance, medical
coverage and in some cases, housing allowance, school fees, home leave
and other travel expenses.
Pension
The Executives are entitled to participate in a global pension plan,
covering also death and disability insurance, in accordance with
European standards. The global pension plan is secured through premiums
paid to insurance companies.
Notice of termination and severance pay
If the employment of Millicom’s senior executives is terminated, a
notice period of up to 12 months potentially applies, and the CEO is
entitled to receive a termination payment equivalent to 24 months’ basic
salary if he complies with certain conditions
Deviations from the guidelines
In special circumstances, the Board of Directors may deviate from the
above guidelines, for example additional variable remuneration in the
case of exceptional performance. In such a case the Board of Directors
will explain the reason for the deviation at the following Annual
General Meeting.
CHAIRMAN OF THE EGM (EGM – item 1)
Millicom's Nomination Committee, proposes Mr. Jean-Michel Schmit,
attorney at law (avocat à la Cour), with professional address in
Luxembourg, to preside over the EGM.
In case of absence of Jean-Michel Schmit, the Chairman of the Board of
Directors of Millicom or in the absence of the Chairman of the Board of
Directors, any member of the Board of Directors shall be empowered to
appoint the person to preside over the EGM amongst the persons present
at the meeting.
The Chairman of the EGM shall be empowered to appoint the other members
of the Bureau; i.e.the Secretary and the Scrutineer, amongst the persons
present at the meeting.
RENEWAL OF AUTHORISED CAPITAL (EGM – items 2 and 3)
The term of the existing authorized capital of the Company has expired
and the existing authorized capital shall thus be renewed.
The Board of Directors is asking the general meeting of shareholders to
authorize it (under the limits set out hereafter) to remove or limit the
preferential subscription right of the shareholders when issuing new
shares under the authorized capital.
The power of the Board of Directors to remove or limit the preferential
subscription right of the shareholders when issuing new shares under the
authorized capital shall be capped to a maximum of new shares
representing 20% of the then outstanding shares (including shares held
in treasury by the Company itself).
The Board of Directors prepared a report to the general meeting of
shareholders in accordance with article 32-3 (5) of the Luxembourg law
of 10 August 1915 on commercial companies, as amended, to inform the
general meeting of shareholders of the reasons that motivate such
removal or limitation of the preferential subscription rights as well as
of the considered the issue price of the new shares to be issued under
the authorized capital.
CHANGE OF THE DATE OF THE AGM (EGM – item 4)
It is proposed that the date at which the AGM shall be held each year is
changed to 15 May. So far, the AGM was held on the last Tuesday of May
each year. The time of the AGM shall remain unchanged, i.e. 10 am CET.
Article 19 of the articles of the Company shall be amended to reflect
the new date of the AGM.
The amended article 19 of the Company's Articles shall read as follows:
"The annual general meeting will be held in the Grand Duchy of
Luxembourg, at the registered office of the Company or at such other
place as may be specified in the notice convening the meeting on 15 May
each year at 10 am. If such day is a public holiday in Luxembourg, a
Saturday or Sunday, the meeting will be held on the next following
business day in Luxembourg."
QUORUM AND MAJORITY
There is no quorum of presence requirement for the AGM. The AGM agenda
items are adopted by a simple majority of the shares present or
represented. Millicom holds certain own shares in treasury. Voting
rights attached to shares held in treasury are suspended by law.
The EGM will validly deliberate on the resolutions on its agenda only if
at least 50% of the issued share capital is present or represented (the
"Quorum") at the first meeting and will validly be adopted only if
approved by at least 2/3 of the votes cast at the EGM. If the Quorum is
not reached at the first meeting, the Board of Directors will convene a
second EGM at which no quorum will be required. Each share is entitled
to one vote.
OTHER INFORMATION
Millicom has 101,739,217 outstanding shares with a nominal value of USD
1.50 including 1,756,508 shares currently held in treasury by Millicom.
Each shares has one vote attached, except that voting rights attached to
shares held in treasury are suspended by law
1. Right to propose new items to the agenda and to file draft resolutions
One or several shareholders or holders of Swedish Depository Receipts
("SDRs") representing, individually or collectively, at least 5 % of the
share capital of Millicom may require that some additional items be put
on the agenda of the AGM and/or the EGM and propose draft resolutions
with regard to items included or to be included in the agenda of the AGM
and/or the EGM.
These rights shall be exercised in writing and shall be submitted to
Millicom by mail at the following address: Millicom International
Cellular S.A., 2 rue du Fort Bourbon, L-1249, Luxembourg, attention:
Corporate Secretary, by telephone: + 352 27 759 477, by fax: + 352 27
759 996 or by e-mail at the following address: information@millicom.com,
no later than May 5, 2014 and the revised agenda will be published by
Millicom, at the latest on May 13, 2014.
The shareholders or holders of SDRs who send a request to Millicom to
add an item to the agenda must send together with their request a
justification thereof or a draft of the resolution to be adopted at the
AGM and/or the EGM. They must indicate the mail or e-mail address to
which the acknowledgment of receipt of their request may be sent to by
Millicom within forty-eight (48) hours upon receipt of their request.
2. Right to have access to the documents and information related to the
AGM and the EGM
The following documents and information related to the AGM or the EGM
are available to the shareholders and holders of SDRs at the above
mentioned address of Millicom and on Millicom's website, (www.millicom.com):
- this convening notice;
- the Notification Form to attend the AGM and the EGM in person;
- the Power of Attorney Form for direct shareholders and holders of SDRs;
- the draft resolutions of the AGM and of the EGM;
- Millicom’s consolidated accounts and the parent company (Millicom)
annual accounts as at and for the year ended December 31, 2013, the
Directors’ Report and the Report of the external auditor, the list of
board members and auditor(s) and the list of sovereign debt, shares,
bonds and other company securities making up the portfolio of Millicom;
- 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 of Directors and information on the
proposed directors of Millicom;
- the evaluation of the programmes for variable remuneration to the
executive management and the current remuneration structure and levels
of remuneration in Millicom.
- the special report of the Board of Directors of Millicom issued in
accordance with Article 32-3 (5) of the law of 10 August 1915, as
amended.
The shareholders and holders of SDRs may also receive a copy of the
above mentioned documents by sending a request by mail atMillicom
International Cellular S.A., 2 rue du Fort Bourbon, L-1249, Luxembourg,
attention: Corporate Secretary, or by e-mail at the following address: information@millicom.com.
3. Right to participate at the AGM and the EGM in person or represented
by power of attorney
3.1. Direct Shareholders
Participation at the AGM and the EGM is reserved to shareholders who are
duly registered as holder of shares in the share register of Millicom,
and/ or AST on May 13, 2014 (the "Record Date") at 23:59 (CET) and who
file their intention to attend the AGM and the EGM by mail to the above
mentioned address or e-mail address of Millicom (with the original
promptly following by mail), either by using the Notification of
Attendance Form (to be duly completed, dated and signed) in case the
shareholder wishes to attend the AGM and the EGM in person, or by using
the Power of Attorney Form (to be duly completed, dated and signed) in
case the shareholder wishes to be represented at the AGM and the EGM.
The Notification of Attendance Form and the Power of Attorney may be
downloaded from Millicom's website, www.millicom.com,
or may be requested from Millicom free of charge at the mail and e-mail
addresses indicated above.
The Notification of Attendance Form or the Power of Attorney shall be
received by Millicom no later than on May 13, 2014 at 16:00 (CET).
3.2. Holders of SDRs
Participation at the AGM and the EGM is reserved to holders of SDRs who
are duly registered as holder of SDRs in the records maintained by
Euroclear Sweden AB as of the Record Date (as defined above) at 23:59
(CET) and who notify their intention to attend the AGM and the EGM to
Skandinaviska Enskilda Banken AB (publ) ("SEB") by mail at the following
address: SEB, Issuer Agent Department, R B6, 106 40 Stockholm, Sweden,
by email to issuedepartment4@seb.se
or by fax to +46 8 763 6250, either by using the Notification of
Attendance Form (to be duly completed, dated and signed) in case the
holder of SDRs wishes to attend the AGM in person, or by using the Power
of Attorney Form (to be duly completed, dated and signed) in case the
holder of SDRs wishes to be represented at the AGM and the EGM.
The Notification of Attendance Form and the Power of Attorney may be
downloaded from Millicom's website, www.millicom.com,
or may be requested from SEB or Millicom free of charge at the mail and
e-mail addresses indicated above.
The Notification of Attendance Form or the Power of Attorney shall be
received by SEB no later than on May 13, 2014 at 16:00 (CET) with the
original Power of Attorney to promptly follow by post.
Holders of SDRs having registered their SDRs in the name of a nominee
must temporarily re-register the SDRs in their own name in the records
maintained by Euroclear Sweden AB in order to exercise their
shareholders' rights at the AGM and the EGM. SDR holders wishing to
re-register must inform their nominee well in advance of the Record Date
so that they appear on the records maintained by Euroclear Sweden AB at
23:59 (CET) on the Record Date. Please note that SDRs holders who have
not re-registered their SDRs with Euroclear Sweden AB by 23:59 (CET) on
the Record Date will not be eligible to participate in the AGM and the
EGM.
Only the persons who are shareholders or holders of SDRs on the Record
Date and who comply with the above procedure may participate and vote at
the AGM and the EGM.
Notwithstanding the above, the Bureau of the AGM and of the EGM shall
have the discretionary power exceptionally to accept the attendance and
voting of a shareholder or a holder of SDRs at the AGM and the EGM, even
if the relevant Form of the Notification of Attendance or of the Power
of Attorney has been received after the above mentioned deadlines.
Conversions from shares into SDRs and vice versa will not be permitted
from May 27, 2014 up to and including June 2, 2014.
April 25, 2014 The Board of Directors
About Millicom
Millicom is a leading international telecommunications and media company
dedicated to emerging markets in Latin America and Africa. Millicom sets
the pace when it comes to providing digital lifestyle services to the
world’s emerging markets, giving access to the world, primarily through
mobile devices. Operating in 15 countries, Millicom offers innovative
and customer-centric products. Millicom employs more than 10,000 people
and provides mobile, cable, broadband, TV content, online and financial
services to over 50 million customers. Founded in 1990, Millicom is
headquartered in Luxembourg and listed on NASDAQ OMX Stockholm under the
symbol MIC. In 2013 Millicom generated revenue of $5.16 billion and
EBITDA of $1.9 billion.
This information was brought to you by Cision http://news.cision.com
Contacts:
For more information please visit: www.millicom.com or contact:
Investor
Relations:
Nicolas Didio, Director, Head of Investor Relations
+44
7795 385217
investors@millicom.com
or
Press
and Media:
Julian Eccles, VP, Corporate Communications
+44
7720 409374
press@millicom.com
Source: Millicom International Cellular
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