BERTRANGE, Luxembourg, May 13, 2005 (PRIMEZONE) -- Notice is hereby given that the annual general meeting ("AGM"), and an extraordinary general meeting ("EGM"), of the shareholders of MILLICOM INTERNATIONAL CELLULAR S.A. ("Millicom") is convened to be held at the Chateau de Septfontaines, 330, rue de Rollingergrund, Luxembourg-City, Luxembourg, on Tuesday May 31, 2005 at 4.00 p.m. Central European time, to consider and vote on the following resolutions:
1) To receive the Management Report of the Board of Directors and the Report of the Auditors on the consolidated and parent company accounts at December 31, 2004.
2) To approve the consolidated accounts and the parent company accounts for the year ended December 31, 2004.
3) To allocate the result of the year ended December 31, 2004.
4) To discharge the Board of Directors and the Auditors for the year ended December 31, 2004.
5) To elect the Directors.
6) To elect the Auditors.
7) To determine the Directors' fees for 2005.
8) To approve the procedure of the Nominations Committee for the election of members of the Board of Directors at the Annual General Meeting to be held in 2006.
9) To pass a resolution in accordance with the requirements of article 100 of the law of August 10, 1915 on commercial companies as amended.
10) To approve the grant of stock options to members of the Board of Directors and employees.
11) Miscellaneous.
APPOINTMENT OF THE MEMBERS OF THE BOARD OF DIRECTORS (Item 5)
The Nominations Committee proposes that, until the end of the Annual General Meeting to be held in 2006: Mr Daniel Johannesson, Ms Donna Cordner, Ms Cristina Stenbeck, Mr Michel Massart, Mr Raymond Kirsch, Mr Ernest Cravatte, Mr Vigo Carlund and Mr Lars-Johan Jarnheimer be re-elected directors of the Company and Mr Tope Lawani be elected to the Board of Directors as a new board member.
APPOINTMENT OF THE EXTERNAL AUDITOR OF THE COMPANY (Item 6)
The Board of Directors proposes that PricewaterhouseCoopers Sarl, Luxembourg, be re-appointed as external auditor for a term ending at the Annual General Meeting of the shareholders to be held in 2006.
DIRECTORS' FEES (Item 7)
The Nominations Committee proposes to the Meeting that the fees for the members of the Board of Directors for the period until the end of the next Annual General Meeting to be held in 2006 be a total of USD 525,000.
APPROVAL OF THE PROCEDURE FOR THE NOMINATION OF BOARD OF DIRECTORS FOR THE ANNUAL GENERAL MEETING TO BE HELD IN 2006 (Item 8)
The Board of Directors proposes that the Meeting approve the following procedure for the Nominations Committee for the election of members of the Board of Directors for the Annual General Meeting in 2006: The work of preparing a proposal of members to the Board of Directors for the Annual General Meeting of 2006 shall be executed by a Nominations Committee. The Nominations Committee will be created during the fall of 2005 in consultation with at least three major shareholders and Ms. Cristina Stenbeck will act as convenor of the Nominations Committee. The composition of the Nominations Committee will be communicated in the financial report for the third quarter 2005.
OTHER INFORMATION
There is no quorum of presence requirement for the AGM/EGM, except that a quorum of presence of half of the issued and outstanding share capital is required for purposes of Item 9 of the Agenda. Also in respect of Item 9, the resolution must be adopted by a two-thirds majority of the shares present or represented at the AGM/EGM.
Participation in the AGM is reserved to shareholders who give notice of their intention to attend the AGM/EGM by mail or return a duly completed proxy form at the following address: Millicom International Cellular S.A., 75, route de Longwy, L-8080 Bertrange, Luxembourg, attention: Ms. Veronique Mathieu, telephone: + 352 27 759 287, fax: + 352 27 759 359, so that it shall be received no later than Friday May 27, 2005, 5:00 p.m. Central European time. Proxy forms are available upon request at Millicom's registered office, at the above address and contact numbers.
Holders of Swedish Depository Receipts wishing to attend the meeting or to be represented at the AGM/EGM by proxy have to request a power of attorney from Fischer Partners Fondkommission AB, P.O. Box 16027, SE-103-21 Stockholm, Sweden, telephone: + 46 8 463 85 00, and send it duly completed to Millicom's address indicated above, so that it shall be received no later than Friday May 27, 2005, 5:00 p.m. Central European time. Holders of Swedish Depository Receipts having registered their Swedish Depository Receipts in the name of a nominee must temporarily register the Swedish Depository Receipts in their own name in the records maintained by VPC AB in order to exercise their shareholders' rights at the AGM/EGM. Such registration must be completed no later than Friday May 20, 2005.
May 13, 2005 The Board of Directors
Millicom International Cellular S.A. is a global telecommunications investor with cellular operations in Asia, Latin America and Africa. It currently has a total of 17 cellular operations and licenses in 16 countries. The Group's cellular operations have a combined population under license of approximately 399 million people.
This press release may contain certain ``forward-looking statements" with respect to Millicom's expectations and plans, strategy, management's objectives, future performance, costs, revenues, earnings and other trend information. It is important to note that Millicom's actual results in the future could differ materially from those anticipated in forward-looking statements depending on various important factors. Please refer to the documents that Millicom has filed with the U.S. Securities and Exchange Commission under the U.S. Securities Exchange Act of 1934, as amended, including Millicom's most recent annual report on Form 20-F, for a discussion of certain of these factors.
All forward-looking statements in this press release are based on information available to Millicom on the date hereof. All written or oral forward-looking statements attributable to Millicom International Cellular S.A., any Millicom International Cellular S.A members or persons acting on Millicom's behalf are expressly qualified in their entirety by the factors referred to above. Millicom does not intend to update these forward-looking statements.
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