Nomination Committee

As approved by the shareholders at the Annual General Meeting of Millicom held on May 4, 2022 (“2022 AGM”) the Nomination Committee, appointed by major shareholders in Millicom, is responsible for:

  • Setting the number of members of the Board of Directors;
  • Proposals for the election or re-election, terms of appointment and remuneration of directors of the Board, and Chairman of the Board;
  • Proposals for the election or re-election of the external auditor and its remuneration;
  • Proposal of a Chairman to preside over the 2023 Annual General Meeting; and
  • Proposal of the new / amended instruction to the Nomination Committee, if appropriate.

The Nomination Committee shall be formed in consultation with the largest shareholders of Millicom as of the last business day of June. The Nomination Committee shall consist of at least four members (except that the Nomination Committee may consist of less than four members to the extent that the ten largest shareholders have been given the opportunity to appoint a member and more than six of those largest shareholders have declined):

  • The Chairman of the Board, and
  • at least three members appointed by shareholders, each appointed by one of the largest shareholders of Millicom which has chosen to appoint a member.

     

    The majority of the members of the Nomination Committee are to be independent of the Company and its executive management. At least one member of the Nomination Committee must be independent of the Company’s largest shareholder in terms of votes or any group of shareholders who act in concert in governance of the Company. The Chairman of the Board shall act as the Nomination Committee’s convener, and the members of the Nomination Committee will appoint the Nomination Committee’s Chairman at their first meeting, provided that the Chairman of the Board may not serve as the Chairman of the Nomination Committee. Before the assignment is accepted, a proposed member of the Nomination Committee shall carefully consider whether there exist any conflict of interest or other circumstances that makes membership of the Nomination Committee inappropriate. The Chief Executive Officer or other members of the executive management, while not members of the Nomination Committee, may be invited by the Chairman of the Nomination Committee to participate in meetings of the Nomination Committee as considered appropriate.

The Chairman of the Board shall act as the Nomination Committee’s convener, and the members of the Nomination Committee will appoint the Nomination Committee’s Chairman at their first meeting, provided that the Chairman of the Board may not serve as the Chairman of the Nomination Committee. The Chief Executive Officer or other members of the executive management, while not members of the Nomination Committee, may be invited by the Chairman of the Nomination Committee to participate in meetings of the Nomination Committee as considered appropriate.

The current Nomination Committee was formed during November 2021, in consultation with the larger shareholders of the Company as per June 30, 2021, and in accordance with the resolution of the 2021 Annual General Meeting.

It is comprised of Jan Andersson, appointed by Swedbank Robur; John Hernander, appointed by Nordea Investment Funds; Peter Guve, appointed by AMF Pensionsförsäkring AB; and Staley Cates appointed by Southeastern Asset Management, as well as José Antonio Ríos García as Chairman of the Board of Millicom. The Nomination Committee appointed John Hernander as Chairman at their first meeting held in November 2021.

The four shareholder appointed members of the Nomination Committee have been appointed by the larger shareholders of Millicom that have chosen to appoint members.

The Nomination Committee is appointed for a term of office commencing at the time of its formation, which must be no later than six months before the Annual General Meeting, and ending when a new Nomination Committee is formed. If a member resigns during the Nomination Committee’s term of office, and provided that the Nomination Committee finds this prudent, the shareholder that appointed the resigning member may be asked to appoint a new member, provided that the shareholder is still one of the largest shareholders of Millicom. If that shareholder declines to appoint a new member, the Nomination Committee may choose to ask the next largest qualified shareholder to appoint a Nomination Committee member and so on.

In the event of changes to the ownership structure of the Company whereby a shareholder that has appointed a member to the Nomination Committee significantly reduces its shareholding, the Nomination Committee may decide to change its composition and invite the new larger shareholder(s) to appoint a member of the Nomination Committee. In its decision, the Nomination Committee shall inter alia take into account the status of its work, the time remaining to the Annual General Meeting and the nature of the change in ownership. If more than three months remain until the Annual General Meeting, however, a shareholder that has become amongst the three largest shareholders shall always, at its request, have the right to appoint a member of the Nomination Committee.

The Nomination Committee shall have the right to receive, upon request, personnel resources, such as secretarial services from Millicom, and to charge Millicom with costs for recruitment consultants and related travel if deemed necessary.

Shareholders wishing to contact the Nomination Committee in order to propose candidates for election to the Board of Directors of Millicom should submit their proposal in writing to the Company Secretary, Millicom International Cellular S.A., 2 rue du Fort Bourbon, L-1249 Luxembourg, Luxembourg.