Millicom International Cellular S.A. announces Annual General Meeting with shareholder voting and dividend payments

From GlobeNewswire: 2025-04-11 19:00:00

Millicom International Cellular S.A. has announced the convening of its Annual General Meeting and Extraordinary General Meeting of Shareholders on May 21, 2025, at Novotel Luxembourg Centre. The agenda includes approving dividend payments, electing directors, approving the Share Repurchase Plan, and amending articles of association. Key dates include the Voting Record Date on May 7, 2025. Millicom Shareholders registered with Broadridge are eligible to participate and vote at the meetings. Instructions for participation and voting are provided for beneficial owners. The meetings will address important decisions for the company’s future. Beneficial owners of shares registered in a nominee or broker’s name can vote via a Voter Instruction Form (VIF) or request a legal proxy to vote directly at the AGM and EGM. To participate, registered shareholders must submit a Millicom Shareholder Proxy Form by May 16, 2025, or a notification of attendance form by the Voting Record Date of May 7. Votes can be cast online or by post. Shareholders representing at least 10% of Millicom’s share capital can propose additional agenda items for the AGM and EGM by May 16, 2025. Questions can be submitted ahead of the meetings for the Company to address. Millicom shareholders are reminded to submit questions for the upcoming AGM and EGM by May 16, 2025, via email to [email protected]. Supporting documents, including annual accounts and tax considerations, are available on the company’s website. The AGM agenda includes the proposal of Mr. Alexander Koch as Chair of the Meeting, and the allocation of profits for dividend distribution. A total of USD 500 million in dividends is proposed to be paid in four installments to shareholders, subject to a 15% withholding tax. The first installment will be paid to eligible shareholders registered by July 8, 2025. Investors in Millicom will receive dividend payments in USD on specified dates in July 2025, October 2025, January 2026, and April 2026. The ex-dividend dates and payment dates are outlined for each installment. The company’s AGM includes the discharge of directors for their performance and the election of new directors. The Nomination Committee proposes the re-election and election of specific individuals, with Maxime Lombardini suggested as Chair of the Board. Directors’ remuneration policy and fees are detailed, including cash-based and share-based compensation practices. The Directors’ remuneration for 2024/2025 totals $1,017,000, with the Chair of the Board receiving $250,000 and Board members receiving $55,000-$105,000. The Nomination Committee proposes compensation until the 2026 AGM. KPMG is proposed to be re-elected as external auditor until the 2026 AGM. The auditor’s remuneration will be paid against an approved account. A share repurchase plan is proposed, allowing the Board to repurchase up to 10% of Millicom’s outstanding share capital. The plan aims to provide more options for long-term shareholder value and total shareholder return, and to secure availability of shares for Board remuneration and incentive plans. The Board is granted full authority to implement decisions, agreements, and declarations related to the Share Repurchase Plan. Mr. Alexander Koch is proposed to chair the EGM, with the power to appoint other Bureau members. The proposal includes canceling treasury shares, removing reference to the Transparency Law, and amending the articles of association. The Company’s shares will be in registered form, transferable, and represented by physical or electronic certificates. Shareholders must provide an address for notices, and the Company will only recognize one holder per share. The Company may repurchase its shares according to approved methods. The Board is authorized to cancel repurchased shares of common stock. Following the Delisting, the Swedish Corporate Governance Code no longer applies to the Company. Proposed changes to the Articles include removing references to the Swedish Code and deleting certain requirements regarding nomination committee rules. The Board or a committee can propose Board members for approval by the AGM. Proposed amendments also include reinstating the casting vote of the Chair in the event of a tie and simplifying the adoption of unanimous resolutions. The Board meetings will require a quorum of 4 Directors and decisions will be made by a simple majority vote. The Board of Directors can hold meetings via conference call, video conference, or other communication means, with participation counting as presence at the meeting. There is a proposal to remove references to the law of March 24, 2011, due to delisting, and to allow shareholder participation in meetings through electronic or video means. Shareholders can appoint proxies in writing, vote in writing on resolutions, and participate in meetings electronically or via video conference. Shareholders are entitled to one vote per share, with no quorum required for general meetings. Resolutions are adopted by a simple majority of votes cast, except for extraordinary meetings requiring a two-thirds majority.



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