Remuneration of Directors

Remuneration of the Directors of the Company is set by the General Meeting of the shareholders of the Company and consists of both fee-based and share-based compensation. In addition to the basic remuneration to each Non-Executive Director, additional fees and/or shares are payable to the Chair of the Board, the Deputy Chair (If appointed), and members of each Board committee. No remuneration is paid to Executive Directors.

For 2024, the total fee-based compensation to the Directors of the Company for the period from the 2024 AGM (May) to the 2025 AGM (is USD 707,500, and their total share-based compensation is valued at USD 1,050,000. Compensation for any tenure or period of less than a full year is made on a pro-rata basis.

Further details on remuneration of directors is included in the 2023 Remuneration Report.

Remuneration of Executives

Remuneration of the Executives of the Company 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 performance (including individual and corporate performance). Share-based compensation is granted once a year by the Compensation and Talent Committee of the Board. The annual base salary and other benefits of the Chief Executive Officer ("CEO") are proposed by the Compensation and Talent 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 and Talent Committee.

Further details on remuneration of directors is included in the 2023 Remuneration Report.

Share-based incentive plans

2024

Share-based incentive awards for Senior Executives for 2024 ("2024 Share Awards") as proposed by Millicom's Board of Directors, were approved by the shareholders of the Company at the Annual General Meeting on 23 May 2024. The 2024 Share Awards consist of a deferred share award plan and a long-term incentive share plan.

Shares granted in 2024 under the deferred share award plan are based on personal and corporate performance of the previous year (2023) and vest 30% on each of 1 January 2025 and 1 January 2026 and 40% on 1 January 2027.

Shares granted in 2024 under the long-term incentive share plan vest in Q1 2027 at the end of a three-year period, 60% in the form of Stock Appreciation Rights, 30% time-vested restricted stock units, and 10% based on a performance condition subject to achieving ESG targets.

2023

Share-based incentive awards for Senior Executives for 2023 ("2023 Share Awards") as proposed by Millicom's Board of Directors, were approved by the shareholders of the Company at the Annual General Meeting on 31 May 2023. The 2023 Share Awards consist of a deferred share award plan and a performance shares plan.

Shares granted in 2023 under the deferred share award plan are based on personal and corporate performance of the previous year (2022) and vest 30% on each of 1 January 2024 and 1 January 2025 and 40% on 1 January 2026.

Shares granted in 2023 under the performance share plan vest in Q1 2026 at the end of a three-year period, 30% subject to a performance condition that is based on Operating Free Cash Flow after Leases, 50% subject to a performance condition based on Service Revenue, 10% subject to a performance condition based on Relative Total Shareholder Return (TSR), and 10% subject to achieving ESG targets.

2022

Share-based incentive awards for Senior Executives for 2022 ("2022 Share Awards") as proposed by Millicom's Board of Directors, were approved by the shareholders of the Company at the Annual General Meeting on 4 May 2022. The 2022 Share Awards consist of a deferred share award plan and a performance shares plan.

Shares granted in 2022 under the deferred share award plan are based on personal and corporate performance of the previous year (2021) and vest 30% on each of 1 January 2023 and 1 January 2024 and 40% on 1 January 2025.

Shares granted in 2022 under the performance share plan vest in Q1 2025 at the end of a three-year period, 30% subject to a performance condition that is based on Operating Free Cash Flow after Leases, 50% subject to a performance condition based on Service Revenue, and 20% subject to a performance condition based on Relative Total Shareholder Return (TSR).