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 2020, the total fee-based compensation to the Directors of the Company for the period from the 2020 AGM (June) to the 2021 AGM (is USD 687,500, and their total share-based compensation is valued at USD 850,000. Compensation for any tenure or period of less than a full year is made on a pro-rata basis.

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.

Share-based incentive plans

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).

2019

Share-based incentive awards for Senior Executives for 2019 ("2019 Share Awards") were approved by Millicom's Board of Directors on 12 March 2019. The 2019 Share Awards consist of a deferred share award plan and a performance shares plan.

Shares granted in 2019 under the deferred share award plan are based on personal and corporate performance of the previous year (2018) and vest 30% on each of 1 January 2020 and 1 January 2021 and 40% on 1 January 2022.

Shares granted in 2019 under the performance share plan vest in Q1 2022 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).

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).