Millicom International Cellular S.A. is a public liability company (société anonyme) governed by the Luxembourg law of August 10, 1915 on Commercial Companies (as amended), incorporated on June 16, 1992, and registered with the Luxembourg Trade and Companies’ Register (Registre du Commerce et des Sociétés de Luxembourg) under number B 40.630.
The articles of incorporation of Millicom define its purpose as follows: “... to engage in all transactions pertaining directly or indirectly to the acquisition and holding of participating interests, in any form whatsoever, in any Luxembourg or foreign business enterprise, including but not limited to, the administration, management, control and development of any such enterprise”.
Directors
Restrictions on voting—If a director has a personal material interest in a proposal, arrangement or contract to be decided by Millicom, the articles of incorporation provide
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that the validity of the decision of Millicom is not affected by a conflict of interest existing with respect to a director. However, any such personal interest must be disclosed to the Board of Directors ahead of the vote and the relevant director may not vote on the relevant issue. Such conflict of interest must be reported to the next general meeting of shareholders.
Compensation and Nominations — The decision on annual remuneration of directors (“tantièmes”) is reserved by the articles of incorporation to the general meeting of shareholders. Directors are therefore prevented from voting on their own compensation.
However, directors may vote on the number of shares they may be allotted under any share based compensation scheme.
The Nominations Committee makes recommendations for the election of directors to the AGM. At the AGM, shareholders may vote for or against the directors proposed or may elect different directors. The Nominations Committee reviews and recommends the directors’ fees which are approved by the shareholders at the AGM.
Borrowing powers — The directors generally have unrestricted borrowing powers on behalf of and for the benefit of Millicom.
Age limit — There is no age limit for being a director of Millicom. Directors could be elected for a maximum period of six years, but Millicom decided to elect them annually.
Share ownership requirements—Directors need not be shareholders in Millicom.
Changes to Shareholder’s Rights
In order to change the rights attached to the shares of Millicom, a general meeting of shareholders must be duly convened and held before a Luxembourg notary, as under Luxembourg law such change requires an amendment of the articles of incorporation. A quorum of presence of at least 50% of the shares present or represented is required at a meeting held after the first convening notice and any decision must be taken by a majority of two thirds of the shares present or represented at the general meeting. Any change to the obligations attached to shares may be adopted only with the unanimous consent of all shareholders.
Limitation on Securities Ownership
There are no limitations imposed under Luxembourg law or the articles of incorporation on the rights of non-resident or foreign entities to own shares of Millicom or to hold or exercise voting rights on shares of Millicom.
Disclosure of Shareholder Ownership
There are no provisions in Millicom’s articles of incorporation according to which Millicom shareholders must disclose to Millicom their reaching of a certain ownership threshold. As required by the Luxembourg law on transparency obligations of January 11, 2008 (the “Transparency Law”), any person who acquires or disposes of shares in Millicom’s capital must notify Millicom’s Board of Directors of the proportion of shares held by the relevant person as a result of the acquisition or disposal, where that
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proportion reaches, exceeds or falls below the thresholds referred to in the Transparency Law. As per the Transparency Law, the above also applies to the mere entitlement to acquire or to dispose of, or to exercise, voting rights in any of the cases referred to in the Transparency Law. As per the Articles of Association, the requirements of the Transparency Law also apply where the mentioned proportion reaches, exceeds or falls below a threshold of 3%.
Allen Sangines-Krause
Chairman of the Board of Directors
Luxembourg, Grand Duchy of Luxembourg March 21, 2014
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Société anonyme 7, rue Gabriel Lippmann Parc d’Activité Syrdall 2 L-5365 Munsbach Tel : +352 42 124 1 www.ey.com/luxembourg
Independent auditor’s report
To the Shareholders of Millicom International Cellular S.A.
2, rue du Fort Bourbon L-1249 Luxembourg
Report on the annual accounts
Following our appointment by the General Meeting of the Shareholders dated 28 May 2013, we have audited the accompanying annual accounts of Millicom International Cellular S.A., which comprise the balance sheet as at 31 December 2013 and the profit and loss account for the year then ended 31 December 2013, and a summary of significant accounting policies and other explanatory information.
Board of Directors’ responsibility for the annual accounts
The Board of Directors is responsible for the preparation and fair presentation of these annual accounts in accordance with Luxembourg legal and regulatory requirements relating to the preparation and presentation of the annual accounts and for such internal control as the Board of Directors determines is necessary to enable the preparation and presentation of annual accounts that are free from material misstatement, whether due to fraud or error.
Responsibility of the “réviseur d’entreprises agréé”
Our responsibility is to express an opinion on these annual accounts based on our audit. We conducted our audit in accordance with International Standards on Auditing as adopted for Luxembourg by the “Commission de Surveillance du Secteur Financier”. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the annual accounts are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the annual accounts. The procedures selected depend on the judgment of the “réviseur d’entreprises agréé”, including the assessment of the risks of material misstatement of the annual accounts, whether due to fraud or error. In making those risk assessments, the “réviseur d’entreprises agréé” considers internal control relevant to the entity’s preparation and fair presentation of the annual accounts in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Board of Directors, as well as evaluating the overall presentation of the annual accounts.
B.P. 780
L-2017 Luxembourg R.C.S. Luxembourg B 47 771 TVA LU 16063074
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We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the annual accounts give a true and fair view of the financial position of Millicom International Cellular S.A. as of 31 December 2013, and of the results of its operations for the year then ended in accordance with Luxembourg legal and regulatory requirements relating to the preparation and presentation of the annual accounts.
Report on other legal and regulatory requirements
The Directors report, which is the responsibility of the Board of Directors, is consistent with the annual accounts.
ERNST & YOUNG Société Anonyme Cabinet de révision agréé
Olivier LEMAIRE
Luxembourg, 21 March 2014
26 Balance Sheet as at December 31, 2013
similar rights and assets 5 26,367,239 18,073,585
Tangible fixed assets
Other fixtures and fittings, tools and equipment 6 11,212,560 2,077,157 Financial fixed assets
Shares in affiliated undertakings 7 3,891,687,901 3,031,588,730
Amounts owed by affiliated undertakings becoming
due and payable within one year 9 350,460,351 114,928,090
Amounts owed by affiliated undertakings becoming
due and payable after more than one year 9 186,912,925 —
Amounts owed by undertakings with which the company is linked by virtue of participating
interests becoming due and payable within one year 9 1,186,412 2,641,438
Other receivables becoming due and payable within
one year 9,999,525 19,803,491
Other transferable securities 10 800,001,997 4,594
Cash at bank and in hand 340,170,498 167,222,921
Total assets 6,061,974,263 3,555,274,895
The accompanying notes are an integral part of these annual accounts
27 Balance Sheet as at December 31, 2013 (continued)
Notes 2013 2012
USD USD
LIABILITIES
Capital and reserves 11
Subscribed capital 152,608,826 152,608,826
Share premium and similar premiums 283,887,044 260,439,064
Legal reserve 16,357,968 16,357,968
Reserve for own shares 172,375,390 198,148,370
Profit brought forward 1,619,742,162 1,102,738,616
Profit for the financial year 405,841,266 784,323,493
2,650,812,656 2,514,616,337
Non subordinated debts
Non-convertible loans becoming due and payable
within one year 12 200,000,000 -
Non-convertible loans becoming due and payable
after more than one year 13 1,611,414,914 297,884,697
Amounts owed to affiliated undertakings becoming
due and payable within one year 9 1,506,711,286 677,637,959
Amounts owed to undertakings with which the company is linked by virtue of participating interests
becoming due and payable within one year 9 7,196,906 596,015
Tax and social security debts 4,067,857 4,451,174
Other creditors becoming due and payable within
one year 14 81,360,644 56,640,986
3,410,751,607 1,037,210,831
Deferred income 410,000 3,447,727
Total liabilities 6,061,974,263 3,555,274,895
The accompanying notes are an integral part of these annual accounts
28 Millicom International Cellular S.A.
Profit and loss account for the year ended December 31, 2013
Notes 2013 2012
USD USD
CHARGES
Other external charges 17 82,413,983 74,907,314
Staff costs 17
Salaries and wages 57,488,212 45,238,095
Social security on salaries and wages 1,846,782 1,277,731
Supplementary pension costs 1,584,701 1,600,962
60,919,695 48,116,788 Value adjustments on formation expenses and on
tangible and intangible fixed assets 4,5,6 5,239,049 1,193,953
Other operating charges 18 55,341,154 15,299,045
Value adjustments and fair value adjustments on
financial fixed assets 7,330,058 11,904,466
Interest and other financial charges
Concerning affiliated undertakings 4,063,431 -
Other interest and similar financial charges 12, 13 43,310,266 6,007,067
Extraordinary charges 19 4,330,793 -
Other taxes not included in income tax 20 34,840,773 31,618,731
Profit for the financial year 405,841,266 784,323,493
Total charges 703,630,468 973,370,857
INCOME
Other operating income 15 185,868,604 171,200,797
Income from financial fixed assets derived from
affiliated undertakings 16 499,873,236 801,286,343
Other interests and other financial income
derived from affiliated undertakings 9,282,981 —
other interest and similar financial income 8 8,605,647 883,717
Total income 703,630,468 973,370,857
The accompanying notes are an integral part of these annual accounts
29 Notes to the annual accounts as at December 31, 2013 Note 1 – General information
Millicom International Cellular S.A. (the “Company”) is a Luxembourg Société Anonyme governed by the Luxembourg law of August 10, 1915 on Commercial Companies (as amended), incorporated on June 16, 1992. The Company’s purpose is to engage in all transactions pertaining directly or indirectly to the acquisition and holding of participating interests, in any form whatsoever, in any Luxembourg or foreign business enterprise, including but not limited to, the administration, management, control and development of any such enterprise, more specifically in the field of telecommunications. The Company is formed for an unlimited duration.
Millicom operates its mobile businesses in El Salvador, Guatemala and Honduras in Central America; in Bolivia, Colombia and Paraguay in South America; and in Chad, the Democratic Republic of Congo (“DRC”), Ghana, Mauritius, Rwanda, Senegal and Tanzania in Africa. In addition Millicom operates cable businesses in El Salvador, Guatemala, Honduras, Costa Rica, Nicaragua and Paraguay, a television business in Bolivia. Millicom also has investments in online / e-commerce businesses in several countries in Latin America (including Brazil) and Africa (including Nigeria, South Africa, Egypt and Morocco).
The Company‘s shares are traded on the Stockholm stock exchange under the symbol MIC SDB.
The Company has its registered office at 2, rue du Fort Bourbon, L-1249, Luxembourg, Grand Duchy of Luxembourg and is registered with the Luxembourg Register of Commerce under the number RCS B 40 630.
The Company prepares consolidated annual accounts, which are published in Luxembourg and are available at the registered office of Millicom.
30 Notes to the annual accounts as at December 31, 2013 Note 2 – Presentation of the comparative financial data
Certain reclassifications have been made to prior year figures. These reclassifications did not impact the result for the prior year and are disclosed below:
Caption
117,569,528 -117,569,528 Disclose separately
amounts owed by affiliated
114,928,090 +114,928,090 Disclose separately
amounts owed by affiliated
2,641,438 +2,641,438 Disclose separately
amounts owed by affiliated
678,233,974 -678,233,974 Disclose separately
amounts owed to affiliated
677,637,959 +677,637,959 Disclose separately
amounts owed to affiliated companies and amounts owed to joint ventures and associates.
31 Notes to the annual accounts as at December 31, 2013