Annual General Meeting
The annual general meeting (“AGM”) of the shareholders of MILLICOM INTERNATIONAL CELLULAR S.A. (“Millicom” or the “Company”) was held virtually (without any physical presence) on Wednesday, May 4, 2022, at 2:00 pm Central European Time ("CET"). The minutes of the meeting, the convening notice, as well as other documents related to the AGM are included below.
Note: The Convening Notice published on March 17, 2022, contained a typographical error on page 18. The figure “1110 tNPS of target” should read “110% tNPS of target” (see last row of the “Achievement” table).
Extraordinary General Meeting
The extraordinary general meeting (“EGM”) of the shareholders of MILLICOM INTERNATIONAL CELLULAR S.A. (“Millicom” or the “Company”) was reconvened to be held virtually (i.e., without a physical presence) on Monday, February 28, 2022, at 4:00pm Central European Time ("CET").
The EGM was initially convened to be held on Monday, January 24, 2022, at 4:00pm CET (the “First EGM”). As the quorum required pursuant to Luxembourg Law, and article 21 of the Company’s articles of association was not met at the First EGM, the EGM was reconvened to the terms of the Convening Notice published as Press Release (included below).
Reconvened EGM 2022 – SDR invitation letter and proxy form – Nasdaq Stockholm
Reconvened EGM 2022 – Shareholder invitation letter – Nasdaq US
Reconvened EGM 2022 – Shareholder Proxy form – Nasdaq US
First SDR invitation letter proxy form EGM 2022 - Nasdaq Stockholm
First SDR holder Notification form EGM 2022 - Nasdaq Stockholm
First Shareholder Notification form EGM 2022 - Nasdaq US
First Shareholder invitation letter EGM 2022 - Nasdaq US
Statements included herein that are not historical facts, including without limitation statements concerning future strategy, plans, objectives, expectations, and intentions, projected financial results, liquidity, growth, and prospects, are forward-looking statements. Such forward-looking statements involve a number of risks and uncertainties and are subject to change at any time. In the event, such risks or uncertainties materialize, Millicom’s results could be materially adversely affected. In particular, there is uncertainty about the spread of the COVID-19 virus and the impact it may have on Millicom's operations, the demand for Millicom's products and services, global supply chains, and economic activity in general. The risks and uncertainties include, but are not limited to, the following:
- global economic conditions and foreign exchange rate fluctuations as well as local economic conditions in the markets we serve;
• potential disruption due to diseases, pandemics, political events, piracy or acts by terrorists, including the impact of the recent outbreak of the COVID-19 virus and the ongoing efforts throughout the world to contain it;
• telecommunications usage levels, including traffic and customer growth;
• competitive forces, including pricing pressures, the ability to connect to other operators’ networks and our ability to retain market share in the face of competition from existing and new market entrants as well as industry consolidation;
• legal or regulatory developments and changes, or changes in governmental policy, including with respect to the availability of spectrum and licenses, the level of tariffs, tax matters, the terms of interconnection, customer access and international settlement arrangements;
• adverse legal or regulatory disputes or proceedings;
• the success of our business, operating and financing initiatives and strategies, including partnerships and capital expenditure plans;
• the level and timing of the growth and profitability of new initiatives, start-up costs associated with entering new markets, the successful deployment of new systems and applications to support new initiatives;
• relationships with key suppliers and costs of handsets and other equipment;
• our ability to successfully pursue acquisitions, investments or merger opportunities, integrate any acquired businesses in a timely and cost-effective manner and achieve the expected benefits of such transactions;
• the availability, terms and use of capital, the impact of regulatory and competitive developments on capital outlays, the ability to achieve cost savings and realize productivity improvements;
• technological development and evolving industry standards, including challenges in meeting customer demand for new technology and the cost of upgrading existing infrastructure;
• the capacity to upstream cash generated in operations through dividends, royalties, management fees and repayment of shareholder loans; and
• other factors or trends affecting our financial condition or results of operations.
A further list and description of risks, uncertainties and other matters can be found in Millicom’s Annual Report on Form 20-F, including those risks outlined in “Item 3. Key Information—D. Risk Factors,” and in Millicom’s subsequent U.S. Securities and Exchange Commission filings, all of which are available at www.sec.gov.
All forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by this cautionary statement. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof. Except to the extent otherwise required by applicable law, we do not undertake any obligation to update or revise forward-looking statements, whether as a result of new information, future events or otherwise.
In addition to the 2020 Annual Report and parent company financial statements, as approved by Millicom’s Board of Directors, these Reporting Centre website pages provide certain information and data extracted from the 2020 annual report and parent company financial statements, as well as other publications of Millicom International Cellular S.A., a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, with registered office at 2, rue du Fort Bourbon, L-1249 Luxembourg, registered with the Luxembourg Trade and Companies Register under number B 40630 (“Millicom” or “the Company”). They do not constitute official versions of documents filed with relevant authorities.
The Millicom 2020 annual report (“AR 2020”) and the parent company (“Standalone”) financial statements are filed in accordance with Luxembourg requirements with the Registre de Commerce et des Sociétés (Luxembourg Trade and Companies Register) Société de la Bourse de Luxembourg S.A. (Luxembourg Stock Exchange) as the Officially Appointed Mechanism for Regulated Information as referred to in the European Directive 2004/109/EC of December 2004, as amended, and the Luxembourg law of 11 January 2008 on transparency requirements for issuers of securities, as amended, and with the Commission de Surveillance du Secteur Financier (“CSSF”) in accordance with the Luxembourg law of 11 January 2008 on transparency requirements for issuers of securities, as amended.
The consolidated financial statements of the Company (the "Consolidated Financial Statements") contained within the AR 2020 have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union (“IFRS”). This is in accordance with Regulation (EC) No 1606/2002 of the European Parliament and of the Council pf 19 July 2—2 on the application of international accounting standards for listed companies domiciled in the European Union.
The Parent Company Financial Statements have been prepared in accordance with Luxembourg legal and regulatory requirements relating to the preparation and presentation of annual accounts.
The Consolidated Financial Statements comprise the financial statements of the Company and its subsidiaries. “Subsidiaries” and “Millicom subsidiaries” refer to those entities over which the Company has control, either directly or indirectly. Entities and unincorporated arrangements over which Millicom has joint control are generally referred to as “joint ventures” and “joint operations” respectively, and entities over which Millicom has significant influence but neither control nor joint control are referred to as “associates”. “Joint ventures” and “joint operations” are collectively referred to as “joint arrangements”.
Where noted, certain consolidated financial and consolidated non-financial information contained within the AR 2020 and other publications in this Reporting Centre include Millicom’s joint ventures in Guatemala, Honduras, and Ghana.
In addition to the term “Millicom”, in this Reporting Centre and its publications, “we”, “us” and “our” are also used for convenience only to refer to the Company and its subsidiaries in general or to those who work for them. These terms are also used for convenience only where no useful purpose is served by identifying the particular entity or entities. The terms “Millicom interest in”, “Millicom’s investment in” are used for convenience only to indicate the direct and/or indirect ownership interest held by Millicom in an entity. Notwithstanding any such use of terms, the companies in which Millicom has a direct or indirect interest are separate and distinct legal entities.
Except as otherwise noted, the figures shown in this Reporting Centre are stated in US dollars. As used herein all references to “dollars” or “$” are to the US currency.