Remuneration of Directors & Executives

Remuneration of Directors

The remuneration of the Directors of the Company is set each year by the Annual General Meeting of the shareholders of the Company and consists of both fee-based compensation and grants of Company shares. In addition to the basic remuneration to each Director, additional fees and/or shares are payable to the Chairman of the Board, and other members of each Board committee. For 2018, the total fee-based compensation to the Directors of the Company is SEK 5,775,000, and their total share-based compensation is valued at SEK 3,850,000.

Remuneration of Executives

The remuneration of the Executives of the Company ("Executives") comprises an annual base salary, an annual bonus, share based compensation, social security contributions, pension contributions and other benefits. The bonus and share based compensation plans are based on actual performance (including individual and corporate performance). Share based compensation is granted once a year by the Compensation Committee of the Board. The annual base salary and other benefits of the Chief Executive Officer ("CEO") are proposed by the Compensation Committee and approved by the Board. The annual base salary and other benefits of the Executives are proposed by the CEO and approved by the Compensation Committee.

Share-based incentive plans
2015

Long term incentive awards for Senior Executives for 2015 ("2015 LTIPs") were approved by Millicom's Board of Directors on 15 May 2015. The 2015 LTIPs consist of a deferred share award plan, a performance shares plan, a sign-on shares plan for the CEO and an executive share plan.

Shares granted under the deferred share award plan are based on personal and corporate performance of the previous year (2014) and vest 16.5% on each of 1 January 2016 and 1 January 2017 and 67% on 1 January 2018.

Shares granted under the performance share plan vest at the end of a three-year period, 37.5% subject to a performance condition that is based on Free Cash Flow and 62.5% subject to a performance condition based on total shareholder return.

As part of his employment contract, Mauricio Ramos (appointed CEO from 1 April 2015) received a sign-on grant of 77,345 shares, of which 1/3 vest on each of 1 January 2016, 1 January 2017 and 1 January 2018.

Shares granted under the executive share plan (CEO and CFO) vest at the end of a three-year period, 37.5% subject to a performance condition that is based on Free Cash Flow and 62.5% subject to a performance condition based on total shareholder return.

2016

Long term incentive awards for Senior Executives for 2016 ("2016 LTIPs") were approved by Millicom's Board of Directors on 17 May 2016. The 2016 LTIPs consist of a deferred share award plan, and a performance shares plan. It was also approved that Mauricio Ramos (CEO) would be eligible to participate in the 2016 Deferred Share Plan, leading to a first possible award in 2017 for the 2016 performance year.

Shares granted in 2016 under the deferred share award plan are based on personal and corporate performance of the previous year (2015) and vest 16.5% on each of 1 January 2017 and 1 January 2018 and 67% on 1 January 2019.

Shares granted in 2016 under the performance share plan vest in Q1 2019 at the end of a three-year period, 50% subject to a performance condition that is based on Free Cash Flow, 25% subject to a performance condition based on relative total shareholder return (TSR), and 25% subject to a performance condition based on positive TSR.

2017

Share-based incentive awards for Senior Executives for 2017 ("2017 Share Awards") were approved by Millicom's Board of Directors on 3 February 2017. The 2017 Share Awards consist of a deferred share award plan, and a performance shares plan.

Shares granted in 2017 under the deferred share award plan are based on personal and corporate performance of the previous year (2016) and vest 16.5% on each of 1 January 2018 and 1 January 2019 and 67% on 1 January 2020.

Shares granted in 2017 under the performance share plan vest in Q1 2020 at the end of a three-year period, 50% subject to a performance condition that is based on Free Cash Flow, 25% subject to a performance condition based on relative total shareholder return (TSR), and 25% subject to a performance condition based on positive TSR.

2018

Share-based incentive awards for Senior Executives for 2018 ("2018 Share Awards") were approved by Millicom's Board of Directors on 15 March 2018. The 2018 Share Awards consist of a deferred share award plan, and a performance shares plan.

Shares granted in 2018 under the deferred share award plan are based on personal and corporate performance of the previous year (2017) and vest 16.5% on each of 1 January 2019 and 1 January 2020 and 67% on 1 January 2021.

Shares granted in 2018 under the performance share plan vest in Q1 2021 at the end of a three-year period, 50% subject to a performance condition that is based on Operating Free Cash Flow, 25% subject to a performance condition based on service revenue, and 25% subject to a performance condition based on relative total shareholder return (TSR).