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 Chairman of the Board, the Deputy Chair, and other members of each Board committee. No remuneration is paid to Executive Directors.

For 2022, the total fee-based compensation to the Directors of the Company for the period from the 2022 AGM (May) to the 2023 AGM (is USD 722,500, and their total share-based compensation is valued at USD 1,000,000. 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 2021 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 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.

Further details on remuneration of directors is included in the 2021 Remuneration Report.

Share-based incentive plans

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).

2021

Share-based incentive awards for Senior Executives for 2021 ("2021 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 2021. The 2021 Share Awards consist of a deferred share award plan and a performance shares plan.

Shares granted in 2021 under the deferred share award plan are based on personal and corporate performance of the previous year (2020) and vest 30% on each of 1 January 2022 and 1 January 2023 and 40% on 1 January 2024.

Shares granted in 2021 under the performance share plan vest in Q1 2024 at the end of a three-year period, 30% subject to a performance condition that is based on Operating Free Cash Flow after Leases, 15% subject to a performance condition based on Service Revenue, 20% subject to a performance condition based on Relative Total Shareholder Return (TSR) and 35% as time vested restricted share units.

2020

Share-based incentive awards for Senior Executives for 2020 ("2020 Share Awards") as proposed by Millicom's Board of Directors, were approved by the shareholders of the Company at the Annual General Meeting on 25 June 2020. The 2020 Share Awards consist of a deferred share award plan and a performance shares plan.

Shares granted in 2020 under the deferred share award plan are based on personal and corporate performance of the previous year (2019) and vest 30% on each of 1 January 2021 and 1 January 2022 and 40% on 1 January 2023.

Shares granted in 2020 under the performance share plan vest in Q1 2023 at the end of a three-year period, 50% subject to a performance condition that is based on Operating Free Cash Flow after leases, 25% subject to a performance condition based on service revenue, and 25% subject to a performance condition based on relative total shareholder return (TSR).