Convening Apprehension for Anniversary Accustomed Affair 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 –
The anniversary accustomed affair (“AGM”) of the shareholders of MILLICOM INTERNATIONAL CELLULAR S.A. (“Millicom” or the “Company”) is hereby convened to be captivated about (i.e., afterwards a concrete presence) on Tuesday, May 4, 2021 at 2:00pm Central European Time (“CET”).
The Aggregation continues to adviser developments apropos the coronavirus (COVID-19) and accompanying instructions from the Luxembourg Ministry of Health and added competent authorities in and alfresco of Luxembourg. Due to these circumstances, Millicom is demography basic measures to absolute the acceptance for its employees, shareholders and stakeholders, and the Lath of Admiral (the “Board”) bound to authority this year’s AGM afterwards a concrete presence, in accordance with Luxembourg law. The shareholders are appropriately hereby abreast that it will not be accessible to arise the AGM physically this year. Shareholders are in this ambience reminded that they may exercise their shareholders’ rights at the AGM alone by voting by proxy as added authentic below.
To vote by proxy, amuse chase the instructions in area IV: “Right to participate at the AGM”.
The AGM will accede and vote on the calendar credibility listed below. Please, accredit to area IX: “Notes to the Calendar Credibility of the AGM” to accretion abundant admonition about these proposals.
III. KEY DATES
IV. RIGHT TO PARTICIPATE AT THE AGM
The afterward bodies who accede with the action below, and authority shares or SDRs on April 20, 2021 at 24.00 CET (the “VotingRecord Date”) are acceptable to vote at the AGM1:
(1) Holders of Millicom shares traded on the Nasdaq Banal Bazaar in the US (“Nasdaq US”) beneath the ticker attribute TIGO (“Millicom Shareholders”) that are registered with the American Banal Alteration & Trust Aggregation (“AST”), including those captivated by Cede & Co (“DTCC”), and
(2) Holders of SDRs traded on Nasdaq Stockholm beneath the ticker attribute TIGO SDB (“Millicom SDR Holders”) that are registered with Euroclear Sweden AB.
Conversion stoppage. Conversions from SDRs into shares, and carnality versa, will not be acceptable from April 16, 2021 (included) up to April 20, 2021 (included). Millicom SDR holders who seek to catechumen their SDRs to shares, or carnality versa (which can be done in accordance with the procedures set out on Millicom’s website at https://www.millicom.com/media/3583/info-on-conversion-between-registered-millicom-shares-and-sdrs.pdf), should booty into application the dates and times acclaimed above.
Instructions for voting by Millicom Shareholders are apparent below. Instructions for voting by Millicom SDR Holders are apparent on the abutting page.
1. Millicom Shareholders (US)
Beneficial owners. Benign owners of shares that are registered in the name of a appointee or agent (including nominees or brokers that authority shares through DTCC) acquire the adapted to acquaint their appointee or agent on how to vote with a aborigine apprenticeship anatomy (“VIF”), or as may contrarily be accustomed by the appointee or broker.
Beneficial holders who ambition to vote anon allegation appeal the appointee or agent that appears as the registered actor on the Voting Record Date to affair a acknowledged proxy which allows the benign buyer to vote his or her shares directly.
Beneficial owners who do not vote via their brokers/nominees or do not acquire a acknowledged proxy are not acceptable to vote.
If you accede that you are acceptable to vote but you acquire not accustomed the ascendancy cardinal by column and you would like to abide your vote online, amuse acquaintance Millicom at [email protected]
2. By post: The Millicom Actor Proxy Anatomy can be submitted by post. The aboriginal completed, anachronous and active Millicom Actor Proxy Anatomy should be mailed to the abode provided in the form. Shareholders that acquire to advance the Millicom Actor Proxy Anatomy by column should additionally advance a scanned archetype to: [email protected] Millicom Actor Proxy Forms and all acknowledging abstracts can be downloaded from Millicom’s website: https://www.millicom.com/our-company/governance/shareholder-meetings/
2. Millicom SDR Holders (Sweden)
Re-registration. In acclimation to exercise their rights at the AGM, Millicom SDR Holders whose SDRs are registered in the name of a agent or appointee allegation briefly re-register the SDRs in their own name in the annal maintained by Euroclear Sweden AB. Millicom SDR Holders adulatory to re-register allegation acquaint their broker/nominee able-bodied in beforehand of the Voting Record Date so that they arise on the annal maintained by Euroclear Sweden AB at 24.00 CET on the Voting Record Date.
Note that the re-registration action can booty up to 10 alive days, and SDR Holders who acquire not re-registered will not be acceptable to vote at the AGM. As such, we acerb acclaim basic the re-registration action as anon as possible.
If you are a Millicom SDR Holder acceptable to vote at the AGM but acquire not accustomed the allurement letter, and you would like to abide your vote online, amuse acquaintance Euroclear at: [email protected] or by phone: 468-401 43 11 amid 9:00 and 16:00 CET.
2. By post: The SDR Holder Proxy Anatomy can be submitted by post. The aboriginal completed, anachronous and active SDR Holder Proxy Anatomy shall be mailed to the abode provided in the form. Millicom SDR Holders that acquire to advance the SDR Holder Proxy Anatomy by column should additionally advance a scanned archetype to: [email protected]
SDR Holder Proxy Forms and all acknowledging abstracts can be downloaded from Millicom’s website: https://www.millicom.com/our-company/governance/shareholder-meetings/
V. SHARE CAPITAL, QUORUM, AND MAJORITY
Millicom has 101,739,217 outstanding shares, anniversary with nominal bulk of USD 1.50, and anniversary allocation is advantaged to one vote. On March 10, 2021, Millicom captivated 281,426 shares in treasury. The cardinal of shares captivated in treasury by Millicom will be adapted as at the Voting Record Date to anniversary the voting results. Voting rights absorbed to shares captivated in treasury are abeyant by law.
There is no quorum of appearance claim for the AGM. The AGM calendar items are adopted by a simple majority of the shares present or represented.
VI. RIGHT TO PROPOSE NEW ITEMS TO THE AGENDA
One or several shareholders representing, alone or collectively, at atomic 5% of the allocation basic of Millicom assets the adapted to add added items to the calendar of the AGM.
These rights shall be acclimatized in autograph and submitted to Millicom by mail at Millicom’s Registered Address, attention: Aggregation Secretary, or by e-mail to [email protected], no afterwards than April 12, 2021, and the revised calendar will be appear by Millicom, no afterwards than April 19, 2021. Shareholder(s) requesting to add an anniversary to the calendar allegation provide
VII. ABILITY TO ASK QUESTIONS AHEAD OF THE AGM
Shareholders acquire the adapted to ask questions about items on the calendar of the AGM advanced of the meeting. The Aggregation will on a best-efforts abject accommodate responses to the questions on the Company’s website. Questions allegation be accustomed by the Aggregation by April 28, 2021. Questions allegation be beatific by e-mail to: [email protected] and accommodate the shareholder’s abounding name and abode and affidavit of affairs of Millicom shares on the Voting Record Date.
VIII. SUPPORTING DOCUMENTS AND INFORMATION
The afterward abstracts and admonition accompanying to the AGM are accessible to shareholders at the Registered Abode of Millicom and on Millicom’s website www.millicom.com/our-company/governance/shareholder-meetings/:
– this Convening Notice;
– the Actor Proxy Anatomy – Nasdaq US;
– the SDR Holder Proxy Anatomy – Nasdaq Stockholm;
– the abstract resolutions of the AGM;
– Millicom’s anniversary accounts and circumscribed accounts for the year concluded December 31, 2020, calm with the administration report(s) of the Lath and the report(s) of the alien accountant on the anniversary accounts and circumscribed accounts;
– U.S. Accustomed Federal Assets Tax Considerations for U.S. holders of Millicom shares and SDRs;
– the Nomination Committee’s motivated anniversary answer its proposals apropos the Lath and admonition on the proposed new Directors; and
– the 2020 Accomplishment Report.
Shareholders may additionally acquire a archetype of the above-mentioned abstracts by sending a appeal by mail to the Millicom Registered Address, attention: Aggregation Secretary, or by e-mail to [email protected]
IX. NOTES TO THE AGENDA POINTS OF THE AGM
AGM – anniversary 1: CHAIRMAN OF THE MEETING
Millicom’s Nomination Board proposes Mr. Alexander Koch, advocate at law (Avocat à la Cour/Rechtsanwalt), with able abode in Luxembourg, to administer over the basic AGM.
In the accident of Mr. Alexander Koch’s absence, the Chairman of the Lath – or in the absence of the Chairman of the Board, any affiliate of the Lath about present at the AGM – shall be empowered to accredit from amidst the bodies about present at the affair the alone that will administer over the AGM.
The Chairman of the AGM shall be empowered to appoint, from amid the bodies about present at the affair the added associates of the agency of the affair (i.e., the Secretary and the Scrutineer).
AGM – anniversary 4: RESULTS ALLOCATION
On a ancestor aggregation basis, Millicom generated a accumulation of USD 56,066,101 for the year concluded December 31, 2020. The Lath proposes to admeasure the aftereffect to unappropriated net profits to be agitated forward.
AGM – anniversary 5: DISCHARGE OF DIRECTORS FOR THEIR PERFORMANCE
To acquittal of all the accustomed and aloft Admiral of Millicom who served at any point in time during the banking year concluded December 31, 2020 for the accomplishment of their mandates.
AGM – items 6-16: ELECTION OF THE DIRECTORS
The Nomination Board proposes that the Lath shall abide of nine (9) directors.
The Nomination Board proposes that Mr. Odilon Almeida, Ms. Pernille Erenbjerg, Ms. Mercedes Johnson, Mr. José Antonio Ríos García and Mr. James Thompson be re-elected as Non-Executive Admiral of Millicom for the appellation alpha at the AGM and catastrophe at the 2022 AGM. The Nomination Board proposes that Mr. Mauricio Ramos be re-elected as an Controlling Director of Millicom for the appellation alpha at the AGM and catastrophe at the 2022 AGM.
The Nomination Board proposes that Mr. Bruce Churchill, Ms. Sonia Dulá, and Mr. Lars-Johan Jarnheimer be adopted as new Non-Executive Admiral of Millicom for the appellation alpha at the AGM and catastrophe at the 2022 AGM.
Mr. Tomas Eliasson and Mr. Lars-Åke Norling acquire beneath re-election as Admiral of Millicom.
The Nomination Committee, accurate by the Board, proposes that Mr. José Antonio Ríos García be re-elected as Chairman of the Lath for a appellation alpha at the AGM and catastrophe at the 2022 AGM.
The Nomination Committee’s motivated anniversary apropos the Board’s acceding includes added admonition about the anew proposed Admiral and is accessible on Millicom’s website.
AGM – anniversary 17: DIRECTORS’ REMUNERATION POLICY AND FEES
Directors’ Accomplishment Policy
In proposing accomplishment for the Directors, the Nomination Board considers abounding factors, including the admeasurement and complication of the business, the cardinal of lath and board meetings, the bulk of albatross accompanying to anniversary role, as able-bodied as bazaar practice. The Nomination Board additionally appoints an alien advantage adviser to accommodate admonition and benchmarking. The Chairman of the Lath of Millicom does not participate in discussions or controlling apropos Director remuneration.
No accomplishment is paid to Controlling Directors.
Remuneration to Non-Executive Admiral comprises cash-based and share-based components, abounding adjoin shares to adjust with the advantage aesthetics and guidelines of the Aggregation set out in anniversary 22. Non-Executive Admiral appointed to Lath Committees acquire cash-based advantage for anniversary appointment.
Share-based advantage is in the anatomy of absolutely paid-up shares of Millicom accustomed stock. There are no retention, vesting or added captivation altitude absorbed to the shares. Such shares are provided from the Company’s treasury shares or alternatively issued aural Millicom’s accustomed allocation basic alone in barter for allocation from the aberrant assets (i.e., for nil application from the accordant Directors). Share-based advantage is affected by adding the accustomed accomplishment by the boilerplate Millicom closing allocation amount on the Nasdaq Banal Bazaar in the US for the three-month aeon catastrophe on April 30, 2021, provided that shares shall not be issued beneath par value.
In anniversary of Non-Executive Admiral who do not serve an absolute term, accomplishment will be pro-rated pro rata temporis.
The Nomination Board proposes the advantage for the aeon from the date of the AGM to the date of the 2022 AGM, as follows:
AGM – anniversary 18: ELECTION OF THE AUDITOR AND FEES
The Nomination Committee, in accordance with the advocacy of Millicom’s Analysis Committee, proposes that Ernst & Young S.A. Luxembourg be re-elected as alien accountant for a appellation catastrophe at the 2022 AGM.
The angle from the Nomination Committee, and advocacy from the Analysis Committee, is based on an appraisal of alien analysis firms, aftermost conducted in 2020.
The Nomination Board proposes that the auditor’s accomplishment be paid adjoin accustomed account.
AGM – anniversary 19: INSTRUCTION TO THE NOMINATION COMMITTEE
The Nomination Board proposes that the afterward Apprenticeship to the Nomination Board shall administer until new instructions acquire been adopted. In the accident any applicative law or banal bazaar acclimation requires a change to this procedure, the Nomination Board shall booty any accomplish all-important or able to ensure acquiescence with such rules.
The appointment of advancing the afterward calendar items for the anniversary accustomed affair shall be performed by a Nomination Committee:
The Nomination Board shall be formed in appointment with the bigger shareholders as of the aftermost business day of June. The Nomination Board shall abide of at atomic four associates (except that the Nomination Board may abide of beneath than four associates to the admeasurement that the ten bigger shareholders acquire been accustomed the befalling to accredit a affiliate and added than six of those bigger shareholders acquire declined) and comprise:
The majority of the associates of the Nomination Board are to be absolute of the Aggregation and its controlling management. At atomic one affiliate of the Nomination Board allegation be absolute of the Company’s bigger actor in acceding of votes or any accumulation of shareholders who act in concert in babyminding of the Company. The Chairman of the Lath shall act as the Nomination Committee’s convener, and the associates of the Nomination Board will accredit the Nomination Committee’s Chairman at their aboriginal meeting, provided that the Chairman of the Lath may not serve as the Chairman of the Nomination Committee. Afore the appointment is accepted, a proposed affiliate of the Nomination Board shall anxiously accede any battle of absorption or added affairs that makes associates of the Nomination Board inappropriate. The Chief Controlling Officer or added associates of the controlling management, while not associates of the Nomination Committee, may be arrive by the Chairman of the Nomination Board to participate in affairs of the Nomination Board as advised appropriate.
The Nomination Board is appointed for a appellation of appointment basic at the time of its formation, which allegation be no afterwards than six months afore the anniversary accustomed affair and catastrophe back a new Nomination Board is formed. If a affiliate resigns during the Nomination Committee’s appellation of office, and provided that the Nomination Board finds this prudent, the actor that appointed the resigning affiliate may be asked to accredit a new member, provided that the actor is still one of the bigger shareholders of Millicom. If that actor declines to accredit a new member, the Nomination Board may acquire to ask the abutting bigger able actor to accredit a Nomination Board affiliate and so on.
In the accident of changes to the affairs anatomy of the Company, whereby a actor that has appointed a affiliate to the Nomination Board decidedly reduces its shareholding, the Nomination Board may adjudge to change its acceding and allure the new beyond shareholder(s) to accredit a affiliate of the Nomination Committee. In its decision, the Nomination Board shall inter alia booty into anniversary the cachet of its work, the time actual to the anniversary accustomed affair and the attributes of the change in ownership. If added than three months abide until the anniversary accustomed meeting, however, a actor that has become amidst the three bigger shareholders shall always, at its request, acquire the adapted to accredit a affiliate of the Nomination Committee.
The Nomination Board shall acquire the adapted to receive, aloft request, cadre resources, such as secretarial casework from Millicom, and to allegation Millicom with costs for application consultants and accompanying biking if accounted necessary.
AGM – anniversary 20: SHARE REPURCHASE PLAN
The Lath proposes that the affair resolves to abolish the allocation repurchase plan accustomed by the AGM captivated on June 25, 2020, and acquire a new Allocation Repurchase Plan on the afterward terms:
The primary purposes of this resolution are to accommodate the Lath with added options in its efforts to bear abiding actor bulk and absolute actor return, and to accommodate a acclimation to defended availability of Shares for Lath accomplishment and Millicom’s share-based allurement plans.
The Lath is hereby accustomed to:
All admiral are hereby accepted to the Board, with the ability to agent and substitute, to ensure the accomplishing of this authorization, accomplish all agreements, backpack out all formalities and accomplish all declarations with attention to all authorities and, generally, do all that is all-important or able for the beheading of any decisions fabricated in affiliation with this authorization.
The Allocation Repurchase Plan supersedes and replaces all added antecedent allocation repurchase affairs of Millicom, which are accounted cancelled.
AGM – anniversary 21: 2020 REMUMERATION REPORT
The Lath proposes that the AGM provides an advising vote on Millicom’s accomplishment abode for the banking year concluded on December 31, 2020 (the “Remuneration Abode 2020”), pursuant to Article 7ter. of the Luxembourg law of 24 May 2011 on the exercise of assertive rights of shareholders at accustomed affairs of listed companies, as amended. The Nomination Board will accede this advising vote back reviewing the Director Accomplishment Action and the Lath will accede this advising vote back reviewing the Chief Administration Accomplishment Action in the future.
The 2020 Accomplishment Abode is accessible on Millicom’s website: https://www.millicom.com/our-company/governance/shareholder-meetings/.
AGM – anniversary 22: SENIOR MANAGEMENT REMUMERATION POLICY
The Lath proposes that the Anniversary Accustomed Affair resolves on the afterward guidelines and action for accomplishment and added application acceding for the chief administration for the aeon up to the 2022 AGM.
Compensation aesthetics and guidelines:
Objectives of chief administration compensation:
Benchmarking of Controlling Administration Compensation: For the Chief Controlling Officer (“CEO”) and Controlling Carnality Presidents (“EVPs”), advantage is benchmarked adjoin a associate group, which includes Zayo Accumulation Holdings, Cable One Inc, CenturyLink Inc., Telephone & Abstracts Systems Inc., Altice USA Inc., United States Cellular Corp., T-Mobile US Inc., PayPal Holdings Inc., Liberty Latin America Ltd., Sirius XM Holdings Inc., Dish Network Corp., and Frontier Communications Corp.
Senior Administration Accomplishment Policy
(i) Abject bacon and benefits
Base anniversary salaries shall be aggressive and based on alone responsibilities and performance. The abject bacon and added allowances of the CEO are proposed by the Advantage Board and accustomed by the Board, and the abject bacon and allowances of absolute letters to the CEO (“Executive Carnality Presidents”) are proposed by the CEO and accustomed by the Advantage Committee.
(ii) Capricious remuneration
Senior administration may acquire capricious accomplishment in accession to abject salary. The capricious accomplishment consists of (a) Concise Incentives (STI), and (b) Abiding Incentives (LTI).
The amounts and percentages for capricious accomplishment are based on pre-established goals and targets accompanying to the accomplishment of both Millicom and alone employees, as abbreviated beneath and presented in detail in anniversary 23.
(a) Concise Incentives (STI)
The STI consists of two components: a banknote benefit and a belted allocation units-based basic (the Deferred Allocation Plan, or “DSP”). For assertive Millicom operations, the deferred allocation basic is affected as deferred cash.
STI accomplishment measures are accumbent with Millicom’s strategy; to monetize adaptable data, body cable, adapt for convergence, advance B2B, assassinate the calendar roadmap and accommodate the best chump experience. These measures, and about weightings (shown below) are advised to reflect Millicom’s cardinal goals of auspicious assisting operations, able use of capital, all-embracing advance and chump focus:
* EBITDA beneath CAPEX (OCF), beneath changes in alive basic and added non-cash items and taxes paid (OFCF), beneath charter basic and absorption repayments.** Claimed Accomplishment is adjourned on accomplishment of alone qualitative and quantitative goals accumbent to the all-embracing action and objectives of the Company.
The DSP seeks to allure and absorb administration and high-potential employees, by advantageous for accomplished accomplishment and incentivizing longer-term service. It is allocation of Millicom’s concise allurement affairs and as such the Lath deems that pro rata vesting (30%/30%/40%) over a three-year aeon is reasonable in acclimation to accomplish the objectives of Millicom’s all-embracing advantage and accolade strategy.
Modifications compared to the 2020 STI
For the 2021 STI we alien the abstraction of steepening of the payout curves to aftermath a greater allurement for outperformance:
We acquire additionally alien a aperture metric to facilitate our alteration to a relational NPS access ‘All Operations to acquire implemented a able-bodied and abiding Relational NPS altitude belvedere by year end’ (in accession to the accomplishment of tNPS targets). At alone akin (Operations) if the aperture is not accomplished there will be no payout on the NPS component, behindhand of tNPS achievement. For Corporate if any one of the Operations fails to accommodated the gateway, there will be no payout on the NPS component, behindhand of the all-embracing Latam tNPS achievement.
Eligibility for accord in the DSP basic of the STI is bound to associates of Millicom’s All-around Chief Management, which comprises the CEO, the EVPs, Corporate Carnality Presidents (“VPs”), and Country Accustomed Managers (“GMs”), added Corporate Directors, and Country-based Admiral advertisement anon to Country Accustomed Managers (“GM-1”). Additionally, advisers appointed as actuality “key talents” or accepting “critical skills” may be nominated to participate in the DSP (the “DSP Participants”). Currently, 238 individuals are included in this group. Added advisers participate in the STI and are acceptable to acquire a banknote bonus, but do not participate in the DSP.
2021 DSP (based on 2020 performance)
Information on the 2021 DSP, including accomplishment measures and payout scales (based on accomplishment in 2020), and the cardinal of allocation awards to be granted, are declared in calendar anniversary 23 below.
2022 DSP (based on 2021 performance)
Millicom has maintained the aforementioned all-embracing architecture for the 2022 DSP. The 2022 DSP allocation awards will belong (subject to the actor still actuality active by Millicom) 30% in Q1 2023, 30% in Q1 2024 and 40% in Q1 2025. The 2022 DSP will be presented for approval at the 2022 AGM, already all final details, including best cardinal of allocation awards to be granted, are known.
(b) Abiding Allurement Plan (“LTI”)
The LTI is a performance-based allocation plan (“PSP”) whereby allocation awards accepted absolutely belong at the end of a three-year period, accountable to accomplishment adjoin accomplishment measures and accomplishment of conditions. These measures, and their about weightings, are apparent below:
For assertive Millicom operations, this accolade is affected as deferred cash, and the apparatus are OCFaL (40%), Account Acquirement (25%), and time vested deferred banknote (35%).
2021 PSP allocation awards are accepted in Q1 of 2021 and will vest, accountable to accomplishment of the accomplishment conditions, at the end of the three-year aeon catastrophe on December 31, 2023.
Modifications compared to the 2020 LTI
The analogue of OFCF has been adapted to OCF afterwards Leases (OCFaL) to bigger adjust with broker metrics.
The accession of a time-based basic for 35%, which provides an aspect of adherence and a minimum assimilation beginning while blurred the best vesting befalling from 2.0x to 1.65x.
The performance-based basic has appropriately been adapted to 65%, with aforementioned targets and agnate hurdle ante as 2020.
Performance metric calculations will be done application accumulative advance ante (rather than CAGRs).
Eligibility for accord in the LTI is bound to associates of Millicom’s All-around Chief Administration Aggregation (GSMT), which is authentic by Millicom’s centralized role allocation anatomy and consists of the CEO, EVPs, VPs and GMs. Currently, 43 individuals are included in this group.
2021 PSP (based on 2021-2023 performance)
Information on the 2021 PSP, including accomplishment measures and payout scales (based on accomplishment from 2021 to 2023), and the cardinal of allocation awards to be granted, is included in calendar anniversary 23 below.
(iii) Added benefits
Other allowances can include, for example, car allowance, medical advantage and, in bound cases, while on an expat assignment, apartment allowance, academy fees, and home leave.
The All-around Chief Administration Aggregation is acceptable to participate in a all-around retirement extenuative plan which additionally covers afterlife and affliction insurance. This all-around plan is anchored through premiums paid to allowance companies. Aggregation contributions to the all-around authentic accession retirement extenuative plan ambit amid 10% – 15% of the executive’s abject pay.
Notice of abortion and severance pay
If the application of Millicom’s best chief administration is terminated, a apprehension aeon of up to 12 months could potentially apply.
Other Behavior and Practices
The Lath consistently reviews best practices in controlling advantage and babyminding and revises behavior and practices back appropriate. For example, in 2020 the Advantage Board accustomed a Clawback Policy, area Millicom requires its Lath of Directors’ Advantage Board to seek accretion of allurement advantage awarded or paid to those admiral covered beneath the policy, in the accident of a digest of Millicom’s audited and appear banking statements that is begin to acquire resulted in the acquittal of advantage in balance of what would acquire been paid based on the restated operating and banking performance.
Deviations from the action and guidelines
In appropriate circumstances, the Lath may aberrate from the aloft action and guidelines, for archetype added capricious accomplishment in the case of aberrant performance.
The Lath has retained Mercer as its absolute advantage consultant. Mercer provides advice, controlling benchmarking abstracts and best practices and makes suggestions based on its ability of the market.
AGM – anniversary 23: SHARE-BASED INCENTIVE PLANS
As categorical in the proposed guidelines and action for chief administration accomplishment beneath calendar anniversary 22 aloft (and the agnate guidelines accustomed at the 2020 AGM), capricious advantage includes the afterward share-based allurement plans:
(i) a concise Deferred Shares Plan (DSP), and
(ii) a three-year Accomplishment Allocation Plan (PSP).
There is no accustomed claim applicative to Millicom to access actor approval of share-based allurement affairs beneath Swedish law. Nonetheless, afterward accomplished convenance and in alignment with the expectations of Millicom’s shareholders, the Lath proposes that the affair resolves to acquire the 2021 DSP, the 2021 PSP and the acceding of allocation awards beneath both plans, as added declared below.
Governance of the Plans
The Advantage Board of the Lath monitors and evaluates programs for capricious accomplishment (both advancing programs and those that acquire concluded during the year), the address in which the guidelines for accomplishment to chief administration adopted at the Anniversary Accustomed Affair acquire been applied, and the accustomed accomplishment anatomy and levels of accomplishment in Millicom. The architecture of anniversary share-based plan is advised anniversary year to ensure that:
The Advantage Board determines back an action for the admission of allocation awards shall be made, the acceptable advisers to whom such action shall be fabricated and the acceding administering the action for the admission of allocation awards, in accordance with the attempt adopted by the AGM. The Advantage Board shall additionally acquire the adapted to boldness on added abundant acceding and altitude in accordance with the Chief Administration Accomplishment Policy.
The Lath approves the abundant acceding and altitude of the share-based advantage plans, in accordance with the acceding and guidelines set out herein. In affiliation therewith, the Lath is advantaged to accomplish adjustments to accommodated adopted regulations or bazaar conditions, and, in affiliation with commitment of shares to participants, action allocation acclimation in acclimation to awning the participant’s tax costs aloft vesting.
The Lath may accomplish assertive added adjustments, including chief to abate the commitment of shares for all participants, or for assertive categories of participants covered by the 2021 PSP and 2021 DSP, if actual changes action aural the Millicom or in the bazaar that, in the Board’s assessment, beggarly that the acceding and altitude for the allocation of shares beneath the affairs no best fulfil the capital objectives of the plans.
Preparation of the Proposal
Millicom’s Advantage Board has able the 2021 DSP and the 2021 PSP in appointment with alien advisors. The affairs acquire been advised at affairs of the Advantage Board in 2020 and in the aboriginal months of 2021.
(i) Proposed 2021 DSP (based on 2020 performance)
The proposed 2021 DSP represents 50% of the 2020 STI and rewards DSP Participants for accomplishment accompanying to the 2020 banking year. Anniversary allocation assemblage accepted carries a basic adapted to acquire one allocation in Millicom on the accordant vesting date. Eligibility for accord in the 2021 DSP is declared in anniversary 22.
STI advantage is affected as Abject Bacon X a pre-determined % of abject bacon X plan performance.
Performance measures (based on 2020 performance) and payout scale
Performance is abstinent on the admeasurement to which accomplishment targets (group, regional, or country akin as applicative to anniversary individual) are achieved, as follows:
Payout is based on a beeline calibration with minimum, ambition and best accomplishment of accomplishment measures (except claimed performance) as follows:
Personal accomplishment is based on the appraisement calibration below, whereby advisers rated “does not meet” do not acquire any STI compensation, and advisers rated ‘partially meets’ are not acceptable to participate in the 2021 DSP.
0% on allocation component.
Payment / vesting
If the AGM approves the 2021 DSP, and thereby the acceding of allocation awards to the DSP Participants, the STI is paid 50% in banknote and 50% in DSP shares. For advisers not accommodating in the DSP, or to the admeasurement that the DSP is not accustomed by the AGM, the STI (including the allocation that would acquire been provided as shares) will be a banknote bonus. The allocation awards will belong (generally accountable to the actor still actuality active by Millicom) 30% in Q1 2022, 30% in Q1 2023 and 40% in Q1 2024.
Grant of allocation awards
501,776 allocation units were granted, codicillary on AGM approval as per the above, beneath the DSP plan in Q1 2021, apery about 0.49% of the outstanding shares and outstanding votes.
(ii) Proposed 2021 PSP
The proposed 2021 PSP represents 100% of the 2021 LTI and rewards PSP Participants based on accomplishment measures accomplished amid 2021 and 2023. Anniversary allocation assemblage accepted as allocation of the 2021 PSP, carries a basic adapted to acquire one allocation in Millicom on the accordant vesting date. Eligibility for accord in the 2021 PSP is declared in anniversary 22.
The cardinal of PSP allocation units per actor is based on advantage and ranges from 35% to 480% at ambition (for the CEO) of abject anniversary bacon (as of January 1, 2021) as follows:
Each PSP allocation assemblage will belong as one Millicom share, accountable to the accomplishment of the afterward accomplishment measures:
* The associate accumulation acclimated for appraisal of the About Absolute Actor Acknowledgment consists of Zayo Accumulation Holdings, Cable One Inc, CenturyLink Inc., Sprint Corp., Telephone & Abstracts Systems Inc., Altice USA Inc., United States Cellular Corp., T-Mobile US Inc., PayPal Holdings Inc., Liberty Latin America Ltd., Sirius XM Holdings Inc., Dish Network Corp., Frontier Communications Corp.
The afterward beeline payout calibration is activated to the OCFaL and Account Acquirement accomplishment measures, with a aught payout for accomplishment beneath than 80%, a 100% payout for 100% accomplishment (“Target”) and a 200% payout for 120% or added accomplishment (“Maximum”):
The afterward beeline payout calibration is activated to the About TSR accomplishment measure:
In addition, participants who acquire a ‘does not meet’ accomplishment appraisement are not acceptable to participate in the PSP in the afterward year.
Payment / vesting
The allocation awards belong afterwards a three-year vesting period, in Q1 2024, accountable to accomplishment of accomplishment measures and the actor actuality active by Millicom at the time of vesting.
Grant of allocation awards
A best of 736,730 allocation units are accepted beneath the PSP plan apery about 0.73% of the outstanding shares and 0.73% of the outstanding votes.
Share affairs requirements
Participants in the PSP are accountable to Millicom’s Allocation Affairs Policy, which requires them to authority all shares vested (post tax) beneath either the PSP or the DSP and advance the afterward minimum levels of allocation ownership:
Accounting, amount and best cardinal of shares
Both the DSP and PSP are accounted for in accordance with IFRS 2, which requires the amount of allocation awards to be recorded as agent costs in the assets anniversary over the vesting period, based on the cardinal of shares accepted to belong and the fair bulk of those shares. Elements specific to anniversary plan are as follows:
(i) 2021 DSP
No amount is accustomed for DSP allocation awards that do not ultimately vest. Vesting of the shares is not abased on bazaar conditions. The cardinal of shares that may vest, almost amount and allotment of outstanding shares (based on a allocation amount of USD 37.37) are as follows:
The costs and concoction are accepted to acquire alone a bordering aftereffect on key ratios of Millicom.
Information on accomplishment of the 2021 STI and on the 2022 DSP admission will be presented in Millicom’s 2021 Anniversary Report.
(ii) 2021 PSP
No amount is accustomed for allocation awards that do not ultimately vest, except for PSP allocation awards area vesting is codicillary aloft a bazaar action which are advised as vested behindhand of whether or not the bazaar altitude are satisfied, provided that all added accomplishment altitude are satisfied.
The amount of the 2021 PSP is allocated over the vesting aeon and is affected in two audible apparatus as follows:
The cardinal of shares that may vest, almost amount and allotment of outstanding shares (based on a allocation amount of USD 37.37) are as follows:
The advertence allocation amount accompanying to the bazaar altitude for the PSP is USD 46.14. The advertence amount for the non-market admeasurement is USD 35.97.
Cost and concoction are accepted to acquire alone a bordering aftereffect on key ratios of Millicom.
Information about the accomplishment after-effects and the aftereffect of the 2021 PSP will be presented in Millicom’s 2023 Anniversary Report.
Hedging arrange and commitment of shares
The adventure to bear shares to the participants in the 2021 DSP and 2021 PSP will be accomplished either by Millicom appointment its own treasury shares or, if required, by accepting and appointment shares or arising new shares.
Delivery of shares, accountable to the acceding of altitude of the plans, will be fabricated chargeless of charge.
Information apropos added allurement programs in Millicom
Please accredit to the 2020 Anniversary Abode and the Company’s website www.millicom.com, for added admonition apropos all Millicom’s on-going allocation or allocation price-related allurement programs.
Board of Directors March 15, 2021
The claimed abstracts of SDR holders and shareholders calm from the SDR/share register, notification of appearance to the AGM as able-bodied as admonition apropos assembly and admiral will be acclimated for registration, cartoon up of voting account for the AGM and, area applicable, account from the AGM. The claimed abstracts will be candy in accordance with the Accustomed Abstracts Protection Acclimation (Regulation (EU) 2016/679 of the European Parliament and of the Council) in force as of May 25, 2018.
For added information, amuse contact:
Sarah Inmon, Broker Relations Manager 1 786-628-5303 [email protected]
Millicom (NASDAQ U.S.: TIGO, Nasdaq Stockholm: TIGO_SDB) is a arch provider of anchored and adaptable casework committed to arising markets in Latin America and Africa. Millicom sets the clip back it comes to accouterment accelerated broadband and addition about The Calendar Lifestyle casework through its arch brand, TIGO. As of December 31, 2020, Millicom operating subsidiaries and collective ventures active added than 21,000 bodies and provided adaptable casework to about 55 actor customers, with a cable brand of added than 12 actor homes passed. Founded in 1992, Millicom All-embracing Cellular S.A. is headquartered in Luxembourg.
1 However, admitting annihilation to the adverse herein, the Agency of the AGM shall acquire the arbitrary ability to awfully acquire the voting of a actor or SDR holder at the AGM, alike if the accordant proxy has a academic absence or was accustomed afterwards the deadlines independent herein.
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