Millicom International Cellular: Convening Notice for AGM/EGM

Business Wire, May 9, 2008

STOCKHOLM, Sweden -- Regulatory News:

MILLICOM INTERNATIONAL CELLULAR S.A. societe anonyme (Nasdaq:MICC)(STO:MIC)

Registered office address: 15, rue Leon Laval L-3372 Leudelange, Grand-Duchy of Luxembourg - R.C.S. Luxembourg: B 40.630 -

N O T I C E IS HEREBY GIVEN that the annual general meeting ("2008 AGM") followed by 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, Grand-Duchy of Luxembourg, on Tuesday, 27 May 2008 at 4.00 p.m. Central European Time ("CET"), to consider and vote on the following resolutions:

AGM

1. Election of Chairman of the 2008 AGM.

2. To receive the Directors' Report (Rapport de Gestion) and the Report of the external auditor on the consolidated and parent company (Millicom) accounts at 31 December 2007.

3. To approve the consolidated accounts and the parent company (Millicom) accounts for the year ended 31 December 2007.

4. To allocate the results of the year ended 31 December 2007. On a parent company basis, Millicom generated a profit of USD 662,283,453 for the year ended 31 December 2007. Of this amount, USD 261,658 is proposed to be allocated to the legal reserve in accordance with the requirements of the Luxembourg Law on commercial companies dated 10 August 1915, as amended (the "1915 Law") and USD 402,000,000 is proposed to be allocated against carried-forward losses. Furthermore, an aggregate amount of approximately USD 260,000,000 corresponding to a gross dividend amount of USD 2.40 per share is proposed to be distributed as dividend.

5. To discharge the board of directors of Millicom (the "Board of Directors", each a "Director") for the year ended 31 December 2007.

6. To set the number of Directors at 7 Directors and to (a) re-elect Ms. Donna Cordner, Mr. Daniel Johannesson, Mr. Kent Atkinson, Mr. Michel Massart and Ms. Maria Brunell Livfors as Directors, (b) elect Mr. Allen Sangines-Krause and Mr. Marten Pieters as new Directors, in each case for a term ending on the day of holding of the AGM to take place in 2009 (the "2009 AGM").

7. To elect PricewaterhouseCoopers Sarl, Luxembourg as the external auditor of Millicom for a term ending on the day of holding of the 2009 AGM.

8. To approve (i) the Directors' fee-based compensation for the period from the 2008 AGM to the 2009 AGM and share-based compensation for the period from the 2007 AGM to the 2008 AGM and the period from the 2008 AGM to the 2009 AGM, such shares to be issued within Millicom's authorised share capital exclusively in exchange for the allocation from the premium reserve i.e. for nil consideration from the relevant Directors.

To approve further (ii) an amount of USD 60,000 as cash compensation as proposed by the Nominations Committee in addition to the sum of cash compensation for the period from the 2007 AGM to the AGM of USD 432,500 already approved by the AGM of Millicom held on 29 May 2007 (the "2007 AGM") with such additional amount of USD 60,000 to be split between the Directors who served until the 2008 AGM date in accordance with a key proposal by the Nominations Committee. 9. (a) To authorise the Board of Directors, at any time between 28 May 2008 and the day of the 2009 AGM, provided the required levels of distributable reserves are met by Millicom at that time, to either directly or through a subsidiary or a third party engage in a share repurchase plan of Millicom's shares (the "Share Repurchase Plan") using its available cash reserves in an amount not exceeding the lower of (i) five percent (5%) of Millicom's issued and outstanding share capital as of the date of this AGM (i.e., approximating a maximum of 5,400,000 shares corresponding to USD 8,100,000 in nominal value) or (ii) the then available amount of Millicom's distributable reserves on a parent company basis, in the open market on NASDAQ and OMX Nordic Exchange Stockholm AB, at an acquisition price which may not be less than USD 5 per share nor exceed the higher of (x) the published bid that is the highest current independent published bid on a given date or (y) the last independent transaction price quoted or reported in the consolidated system on the same date, regardless of the market or exchange involved.

(b) To approve the Board of Directors' decision to give joint authority to Millicom's Chief Executive Officer and the Chairman of the Board to (i) decide, within the limits of the authorisation set out in (a) above, the timing and conditions of any Millicom's Share Repurchase Plan according to market conditions and (ii) give mandate on behalf of Millicom to one or more designated broker-dealers to implement the Share Repurchase Plan.

(c) To authorise Millicom, at the discretion of the Board of Directors, to (a) in the event the Share Repurchase Plan is done through a subsidiary or a third party, to purchase the bought back Millicom shares from such subsidiary or third party, (b) transfer all or part of the purchased Millicom shares and reduce its shareholders' equity using either distributable reserves or funds from its share premium account, (c) re-issue all or part of the purchased Millicom shares to employees of the Millicom Group in connection with any existing or future Millicom long-term incentive plan, and/or (d) use the purchased shares as consideration for merger and acquisition purposes, including joint ventures and the buy-out of minority interests in Millicom's subsidiaries, as the case may be, in accordance with the limits set out in articles 49-2, 49-3, 49-4, 49-5 and 49-6 of the 1915 Law.