| MILLICOM INTERNATIONAL CELLULAR S.A. | |
| Security | L6388F128 | | Meeting Type | Annual General Meeting |
| Ticker Symbol | | | Meeting Date | 04-May-2017 |
| ISIN | SE0001174970 | | Agenda | 707996938 - Management |
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| CMMT | PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 752694 DUE TO ADDITION OF- RESOLUTION 24. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED-IF VOTE DEADLINE EXTENSIONS ARE GRANTED. THEREFORE PLEASE REINSTRUCT ON THIS- MEETING NOTICE ON THE NEW JOB. IF HOWEVER VOTE DEADLINE EXTENSIONS ARE NOT-GRANTED IN THE MARKET, THIS MEETING WILL BE CLOSED AND YOUR VOTE INTENTIONS-ON THE ORIGINAL MEETING WILL BE APPLICABLE. PLEASE ENSURE VOTING IS SUBMITTED-PRIOR TO CUTOFF ON THE ORIGINAL MEETING, AND AS SOON AS POSSIBLE ON THIS NEW-AMENDED MEETING. THANK YOU | Non-Voting | | | |
| CMMT | AN ABSTAIN VOTE CAN HAVE THE SAME EFFECT AS AN AGAINST VOTE IF THE MEETING-REQUIRE APPROVAL FROM MAJORITY OF PARTICIPANTS TO PASS A RESOLUTION | Non-Voting | | | |
| CMMT | IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF- ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING- INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE | Non-Voting | | | |
| CMMT | MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE-POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED-IN ORDER FOR YOUR VOTE TO BE LODGED | Non-Voting | | | |
| 1 | TO ELECT THE CHAIRMAN OF THE AGM AND TO EMPOWER THE CHAIRMAN OF THE AGM TO APPOINT THE OTHER MEMBERS OF THE BUREAU OF THE MEETING: ALEXANDER KOCH | Management | For | For | |
| 2 | TO RECEIVE THE MANAGEMENT REPORT(S) OF THE BOARD OF DIRECTORS (RAPPORT DE-GESTION) AND THE REPORT(S) OF THE EXTERNAL AUDITOR ON THE ANNUAL ACCOUNTS AND-THE CONSOLIDATED ACCOUNTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2016 | Non-Voting | | | |
| 3 | TO APPROVE THE ANNUAL ACCOUNTS AND THE CONSOLIDATED ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2016 | Management | For | For | |
| 4 | TO ALLOCATE THE RESULTS OF THE YEAR ENDED 31 DECEMBER 2016. ON A PARENT COMPANY BASIS, MILLICOM GENERATED A PROFIT OF USD 43,826,410, WHICH IS PROPOSED TO BE ALLOCATED TO THE PROFIT OR LOSS BROUGHT FORWARD ACCOUNT OF MILLICOM | Management | For | For | |
| 5 | TO APPROVE THE DISTRIBUTION BY MILLICOM OF A DIVIDEND IN A TOTAL AMOUNT OF USD 265,416,542.16 TO THE SHAREHOLDERS OF MILLICOM PRO RATA TO THE PAID UP PAR VALUE OF THEIR SHAREHOLDING IN MILLICOM, CORRESPONDING TO A DIVIDEND OF USD 2.64 PER SHARE (OTHER THAN THE TREASURY SHARES) AND TO ACKNOWLEDGE AND CONFIRM THAT MILLICOM HAS SUFFICIENT AVAILABLE FUNDS TO MAKE THIS DIVIDEND DISTRIBUTION | Management | For | For | |
| 6 | TO DISCHARGE ALL THE CURRENT DIRECTORS OF MILLICOM FOR THE PERFORMANCE OF THEIR MANDATES DURING THE FINANCIAL YEAR ENDED 31 DECEMBER 2016 | Management | For | For | |
| 7 | TO SET THE NUMBER OF DIRECTORS AT EIGHT (9) | Management | For | For | |
| 8 | TO RE ELECT MR. TOM BOARDMAN AS A DIRECTOR FOR A TERM ENDING ON THE DAY OF THE NEXT ANNUAL GENERAL MEETING TO TAKE PLACE IN 2018 (THE 2018 AGM) | Management | For | For | |
| 9 | TO RE ELECT MR. ODILON ALMEIDA AS A DIRECTOR FOR A TERM ENDING ON THE DAY OF THE 2018 AGM | Management | For | For | |
| 10 | TO RE ELECT MS. JANET DAVIDSON AS A DIRECTOR FOR A TERM ENDING ON THE DAY OF THE 2018 AGM | Management | For | For | |
| 11 | TO RE ELECT MR. SIMON DUFFY AS A DIRECTOR FOR A TERM ENDING ON THE DAY OF THE 2018 AGM | Management | For | For | |
| 12 | TO RE ELECT MR. TOMAS ELIASSON AS A DIRECTOR FOR A TERM ENDING ON THE DAY OF THE 2018 AGM | Management | For | For | |
| 13 | TO RE ELECT MR. ALEJANDRO SANTO DOMINGO AS A DIRECTOR FOR A TERM ENDING ON THE DAY OF THE 2018 AGM | Management | For | For | |
| 14 | TO ELECT MR. ANDERS JENSEN AS A DIRECTOR FOR A TERM ENDING ON THE DAY OF THE 2018 AGM | Management | For | For | |
| 15 | TO ELECT MR. JOSE ANTONIO RIOS GARCIA AS A DIRECTOR FOR A TERM ENDING ON THE DAY OF THE 2018 AGM | Management | For | For | |
| 16 | TO RE ELECT MR. TOM BOARDMAN AS CHAIRMAN OF THE BOARD OF DIRECTORS FOR A TERM ENDING ON THE DAY OF THE 2018 AGM | Management | For | For | |
| 17 | TO APPROVE THE DIRECTORS' FEE-BASED COMPENSATION, AMOUNTING TO SEK 5,775,000 (2016: SEK 5,725,000) FOR THE PERIOD FROM THE AGM TO THE 2018 AGM AND SHARE-BASED COMPENSATION, AMOUNTING TO SEK 3,850,000 (2016: 3,800,000) FOR THE PERIOD FROM THE AGM TO THE 2018 AGM, SUCH SHARES TO BE PROVIDED FROM THE COMPANY'S TREASURY SHARES OR ALTERNATIVELY TO BE ISSUED WITHIN MILLICOM'S AUTHORISED SHARE CAPITAL TO BE FULLY PAID- UP OUT OF THE AVAILABLE RESERVES I.E. FOR NIL CONSIDERATION FROM THE RELEVANT DIRECTORS: IT IS CLARIFIED THAT THE PROPOSAL BY THE NOMINATION COMMITTEE OF A TOTAL AMOUNT OF SEK 5,775,000 (2016: SEK 5,725,000) AS THE DIRECTORS' FEE-BASED COMPENSATION SET FORTH IN ITEM 17 OF THE AGENDA FOR THE PERIOD FROM THE AGM TO THE 2018 AGM SHALL BE INCREASED TO COVER THE REMUNERATION OF THE NEW DIRECTOR. SUBJECT AND FURTHER TO THE APPROVAL BY THE AGM OF ITEM 24, THE THEN NINE (9) DIRECTORS' OVERALL FEE-BASED COMPENSATION IS SEK 6,200,000 (2016: SEK 5,725,000) FOR THE PERIOD FROM THE AGM TO THE 2018 AGM. IT IS FURTHER CLARIFIED THAT THE PROPOSAL BY THE NOMINATION COMMITTEE OF A TOTAL AMOUNT OF SEK 3,850,000 (2016: SEK 3,800,000) AS THE DIRECTORS' SHARE-BASED COMPENSATION SET FORTH IN ITEM 17 OF THE AGENDA FOR THE PERIOD FROM THE AGM TO THE 2018 AGM IN THE FORM OF FULLY PAID-UP SHARES OF MILLICOM COMMON STOCK RELATES TO THE DIRECTORS OF THE COMPANY SHALL ALSO BE INCREASED TO COVER THE REMUNERATION OF THE ADDITIONAL DIRECTOR. SUBJECT TO AND FURTHER TO THE APPROVAL BY THE AGM OF ITEM 24, THE THEN NINE (9) DIRECTORS' OVERALL SHARE-BASED COMPENSATION IS SEK 4,275,000 (2016: 3,800,000) FOR THE PERIOD FROM THE AGM TO THE 2018 AGM, SUCH SHARES TO BE PROVIDED FROM THE COMPANY'S TREASURY SHARES OR ALTERNATIVELY TO BE ISSUED WITHIN MILLICOM'S AUTHORISED SHARE CAPITAL TO BE FULLY PAID- UP OUT OF THE AVAILABLE RESERVES I.E. FOR NIL CONSIDERATION FROM THE RELEVANT DIRECTORS | Management | For | For | |
| 18 | TO REELECT ERNST AND YOUNG S.A., LUXEMBOURG AS THE EXTERNAL AUDITOR OF MILLICOM FOR A TERM ENDING ON THE DAY OF THE 2018 AGM | Management | For | For | |
| 19 | TO APPROVE THE EXTERNAL AUDITORS COMPENSATION | Management | For | For | |
| 20 | TO APPROVE A PROCEDURE ON THE APPOINTMENT OF THE NOMINATION COMMITTEE AND DETERMINATION OF THE ASSIGNMENT OF THE NOMINATION COMMITTEE | Management | For | For | |
| 21 | TO AUTHORISE THE BOARD OF DIRECTORS, AT ANY TIME BETWEEN 4 MAY 2017 AND THE DAY OF THE 2018 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 MILLICOMS 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 LUXEMBOURG LAW OF 10 AUGUST 1915 ON COMMERCIAL COMPANIES, AS AMENDED (THE 1915 LAW) (THE SHARE REPURCHASE PLAN) | Management | For | For | |
| 22 | TO APPROVE THE GUIDELINES FOR REMUNERATION OF SENIOR MANAGEMENT | Management | For | For | |
| 23 | TO APPROVE THE SHARE BASED INCENTIVE PLANS FOR MILLICOM EMPLOYEES | Management | For | For | |
| 24 | TO ELECT MR. ROGER SOLE RAFOLS AS A DIRECTOR FOR A TERM ENDING ON THE DAY OF THE 2018 AGM; TO APPROVE MR. ROGER SOLE RAFOLS' DIRECTOR FEE-BASED COMPENSATION, AMOUNTING TO SEK 425,000FOR THE PERIOD FROM THE AGM TO THE 2018 AGM AND SHARE- BASED COMPENSATION, AMOUNTING TO SEK 425,000 FOR THE PERIOD FROM THE AGM TO THE 2018 AGM, SUCH SHARES TO BE PROVIDED FROM THE COMPANY'S TREASURY SHARES OR ALTERNATIVELY TO BE ISSUED WITHIN MILLICOM'S AUTHORISED SHARE CAPITAL TO BE FULLY PAID- UP OUT OF THE AVAILABLE RESERVES I.E. FOR NIL CONSIDERATION FROM MR. ROGER SOLE RAFOLS; AND TO APPROVE THE CORRESPONDING ADJUSTMENTS TO PREVIOUS ITEMS OF THE AGM, AS FOLLOWS: (I) THE INCREASE OF THE NUMBER OF DIRECTORS FROM EIGHT (8), AS SET FORTH IN THE PRECEDING ITEM 7 OF THE AGENDA, TO NINE (9); AND (II) THE INCREASE OF THE DIRECTORS' OVERALL FEE-BASED COMPENSATION, AS SET FORTH IN ITEM 17 OF THE AGENDA, TO SEK 6,200,000 (2016: SEK5,725,000) FOR THE PERIOD FROM THE AGM TO THE 2018 AGM AND SHARE BASED COMPENSATION, AS SET FORTH IN ITEM 17 OF THE AGENDA, TO SEK 4,275,000 (2016: 3,800,000) FOR THE PERIOD FROM THE AGM TO THE 2018 AGM, SUCH SHARES TO BE PROVIDED FROM THE COMPANY'S TREASURY SHARES OR ALTERNATIVELY TO BE ISSUED WITHIN MILLICOM'S AUTHORISED SHARE CAPITAL TO BE FULLY PAID- UP OUT OF THE AVAILABLE RESERVES I.E. FOR NIL CONSIDERATION FROM THE RELEVANT DIRECTORS | Management | For | For | |
| CMMT | 17 APR 2017: PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION OF-RESOLUTION 7 AND 17 AND RECEIPT OF CHAIRMAN NAME. IF YOU HAVE ALREADY SENT IN-YOUR VOTES FOR MID: 760338, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO-AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. | Non-Voting | | | |