MILLICOM INTERNATIONAL CELLULAR S.A. Stockholm Listing Prospectus

Transcription

1 MILLICOM INTERNATIONAL CELLULAR S.A. Stockholm Listing Prospectus This prospectus is prepared for the secondary listing on Stockholmsbörsen in March 2004 and consists of three parts: this document; Offering Memorandum for 10 % Senior Notes due 2013 dated November 19, 2003; and public information disclosed since 30 October 2003

2 TABLE OF CONTENTS REASONS FOR LISTING... 2 DESCRIPTION OF SWEDISH DEPOSITARY RECEIPTS... 3 DESCRIPTION OF THE COMPANY... 7 TAXATION FIVE YEAR SUMMARY SHARE CAPITAL AND OWNERSHIP STRUCTURE AUDITORS REPORT REGARDING THE LISTING PROSPECTUS ADDRESSES AND REGISTERED OFFICES Appendix Audited consolidated financial statement as of December 31, 2003 Articles of Association Definitions MIC or Millicom or the Company SDR Millicom International Cellular S.A. Swedish Depositary Receipts SOME KEY INFORMATION Estimated first day of trading with SDRs on the O-list of Stockholmsbörsen: 30 March 2004 Ticker on Stockholmsbörsen: MIC Trading lot: 100 SDRs ISIN code: SE

3 This prospectus is prepared in connection with the listing of SDRs in Millicom International Cellular S.A. on the O-list of Stockholmsbörsen and consists of three parts: this document, the offering memorandum dated November 19, 2003 prepared in connection with the issuance of 10 % Senior Notes Due 2013 ( Offering Memorandum ) and additional public information which includes press-releases and year end report Please note that the information to be considered in the Offering Memorandum for the purpose of the listing primarily relates to the Company s operations, financial statements and risk factors. Should any discrepancy exist between the information in the prospectus, the most recent information shall have priority. This prospectus has been prepared for information purposes in connection with the proposed listing of Millicom International Cellular S.A. on the Stockholmsbörsen and should not be relied upon, or form the basis for any decision or action, by any person. This prospectus was prepared based solely on information obtained from Millicom International Cellular S.A. and from public sources on or prior to the date hereof. None of Morgan Stanley or Carnegie Investment Bank AB (the Named Firms ) has independently verified such information. No representation or warranty, express or implied, is or will be made in relation to the accuracy or completeness of the information contained in this document and no responsibility, obligation or liability (whether direct or indirect, in contract, tort or otherwise) is or will be accepted by any of the Named Firms or their affiliates or by any of their respective officers, employees or agents in relation to it. Each of the Named Firms and their affiliates and their respective officers, employees or agents expressly disclaims any and all liability which may be based on the prospectus and any errors therein or omissions there from. In particular, no representation or warranty is given as to the achievement or reasonableness of future projections, management targets, estimates, prospects or returns, if any. Any views contained herein are based on financial, economic, market and other conditions prevailing as of the date of this document. The information contained in the prospectus will not be updated. This document does not constitute any form of financial opinion or recommendation on the part of the Named Firms or any of their subsidiaries or associated companies and is not intended to be an offer, or the solicitation of any offer, to buy or sell any securities. The prospectus contains information regarding future performance that constitutes subjective presumptions and predictions for the future. Expressions such as expect, assume, should, judge and similar expressions are used to indicate that the information shall be considered as assumptions and predictions. The assumptions and predictions are based on information that contains both known and unknown risks and uncertainties. No affirmation on disclosed information regarding the future is made, neither expressly nor implicitly. Circumstances that may lead to the information disclosed in the prospectus not being realized are inter alia development of demand and state of the market, operating costs and the development of the operations of MIC. The prospectus may not be distributed in any country where the distribution would require an additional prospectus, registration or other measures beyond those prescribed by Swedish law, or would violate applicable rules in such country. This prospectus has not been registered and will not be registered in accordance with the United States Securities Act of 1933 or any provincial law in Canada. This document may only be distributed in the United Kingdom to persons who (i) have professional experience in matters relating to investments which fall within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (the Order ); or (ii) are high net worth entities falling within Article 49(1) of the Order (all such persons together being referred to as Relevant Persons ). This document must not be acted on or relied on by persons who are not Relevant Persons. This document and its contents should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any person other than Relevant Persons. This prospectus is governed by Swedish law. Any disputes arising from the content of this prospectus or related legal matters shall be settled by a Swedish court of law

4 REASONS FOR LISTING The board of directors of Millicom has decided to list its shares in the form of Swedish Depositary Receipts on Stockholmsbörsen. The listing will be a secondary listing in addition to Millicom s listings on the NASDAQ National Market and the Luxembourg stock exchange. European investors, particularly in the Nordic region, have expressed significant interest in Millicom as a result of their knowledge of the Kinnevik group, a significant shareholder in Millicom. A listing in Stockholm would facilitate European investors to invest and trade in Millicom shares. Millicom believes that such listing will provide greater market visibility and increase liquidity in Millicom s shares over time. There will be no offering of shares in connection with the listing on Stockholmsbörsen. There is therefore no guarantee in respect of liquidity on Stockholmsbörsen. The board of directors of Millicom International Cellular S.A. is responsible for the content in this prospectus. The board of directors assures that, to the best of its knowledge, the information provided in the prospectus represents current status of the Company and that no material issues have been omitted which effect the picture of the Company. Luxembourg, March 23, 2004 Millicom International Cellular S.A. Board of Directors 2

5 DESCRIPTION OF SWEDISH DEPOSITARY RECEIPTS The following is a summary of material provisions of the Swedish Deposit Agreement (the "Swedish Deposit Agreement"), entered into on March 5, 2004, between MIC and Fischer Partners Fondkommission AB, a related company 1, as Swedish depositary (the "Swedish Depositary"), and the general terms and conditions under which the Swedish Depositary Receipts ("SDRs") are issued and by which they are governed. The Swedish Depositary is a Swedish limited liability company and the form of its incorporation is governed by the Swedish Companies Act (1975:1385). This summary does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Swedish Deposit Agreement. Copies of the Terms and Conditions for the Swedish Deposit Receipts are available for inspection at the Stockholm office of the Swedish Depositary located at Hovslagargatan 5 in Stockholm, Sweden. General SDRs are issuable by the Swedish Depositary pursuant to the Swedish Deposit Agreement. Each SDR represents one MIC Share. The SDRs are registered in the book-entry registration system of VPC AB ("VPC"), in accordance with the Swedish Act on Account Keeping of Financial Instruments (Sw. lagen (1998:1479) om kontoföring av finansiella instrument). So long as the SDRs are eligible for book-entry registration with VPC, the SDRs will be represented by registration in account at VPC ("VP Accounts") and no holder of SDRs shall be entitled to receive physical certificates representing the SDRs. The ownership of SDRs is shown on the VPC register maintained by VPC (the "VPC Register"). Holdings of SDRs are registered in the VP Accounts of the beneficial owners of the SDRs (the "Owners") or their nominees. Ownership of SDRs registered in the name of a nominee is shown in the records of the nominee. The SDRs are listed on the O-list of Stockholmsbörsen in Stockholm, Sweden. Deposit and Withdrawal of Shares The Swedish Depositary has agreed, subject to the terms and conditions of the Swedish Deposit Agreement, that upon delivery to the Swedish Depositary, or its custodian of MIC shares, the Swedish Depositary will instruct VPC to credit the relevant VP Account with the appropriate number and series of SDRs. Prior to any such deposit, the person depositing shares shall deliver to the Swedish Depositary: (i) written instructions specifying the name, address and VP Account number in which the SDRs are to be registered; (ii) payment of fees of the Swedish Depositary, taxes and other governmental charges payable in connection with such deposit; and (iii) all such other information and documents as may be required in order to comply with applicable laws. Subject to applicable provisions of law and decisions of governmental authorities, an Owner of SDRs may surrender its interest in SDRs to the Swedish Depositary and withdraw the number and class of MIC Shares then represented by such SDRs from the SDR deposit facility. Upon payment of the Swedish Depositary's fees for the surrender of the SDRs, the Owner of such SDRs will be registered in the Company's share register for the amount and class of MIC shares represented by such SDRs at the relevant time. Such registration in the Company's share register will take place as soon as practicable following the registration of the surrender of SDRs in the VPC Register. Maintenance of Records VPC maintains records of all SDRs transferred, pledged, deposited, surrendered and cancelled pursuant to the Swedish Deposit Agreement in accordance with the provisions of an agreement between the Swedish Depositary and VPC and of the Swedish Act on Account Keeping of Financial Instruments. 1 Corporate and financial information regarding Fischer Partners are easily available at 3

6 Record Date The Swedish Depositary shall, in consultation with MIC and VPC, fix a date ("record date") for determining which Owners of SDRs are to be entitled to receive dividends in cash or other property, participate in and vote at shareholders' meetings, receive shares in connection with bonus issues, subscribe for shares or other securities in new issues and to exercise any other rights of shareholders in MIC. It is the intention of MIC and the Swedish Depositary that such record date will be the same date as the record date applied by MIC in relation to the holders of MIC shares. Dividends Dividends, Bonus Issues, New Issues of Shares and Other Distributions Any dividends paid on MIC shares will be paid to Owners of SDRs, or to their respective nominees, in Euro or Swedish kronor. Following consultation with MIC and with VPC, the Swedish Depositary shall fix a date for the payment of the relevant dividend to the Owners ("payment date"). Before the dividend is paid, the Swedish Depositary shall convert the dividend received from MIC into Euro or Swedish kronor. Such conversion shall take place at the market exchange rate applicable not earlier than ten business days and not later than five business days before the payment date by means of the Swedish Depositary entering into a future contract to expire on the payment date, or if earlier, the date on which the dividend is paid to VPC for onward distribution to the Owners of the SDRs. VPC shall pay dividends to the Owners of SDRs, or to their respective nominees, entitled thereto in accordance with the rules and regulations applied by VPC from time to time. Payment of dividends to the Owners of SDRs, or to their respective nominees, shall be made without any deduction for expenses, fees, or equivalent items that are attributable to MIC, the Swedish Depositary or VPC, with the exception of such withholding tax levied in Luxembourg for dividend payments to other countries or of preliminary tax or other taxes that may be levied in accordance with Swedish, Luxembourg or other applicable legislation. If the Swedish Depositary receives dividends in any form other than in cash, the Swedish Depositary shall after consultation with the Company decide how such dividends are to be distributed to the Owners of SDRs entitled thereto. This means that the Swedish Depositary is entitled to sell the received property. The net proceeds arising from such realisation shall be distributed to the Owners of SDRs entitled thereto. In the event that MIC, the Swedish Depositary or VPC is required to withhold, and does withhold, any taxes from such distribution, the amount distributed to the Owners shall be reduced accordingly. If holders of MIC Shares have the right to choose between cash dividends or other property and if it is not practically feasible for the Owners of SDRs to be granted the same choice, the Swedish Depositary is entitled, on behalf of the Owners of SDRs, to request that such dividend be paid in the form of cash. Bonus Issues, Splits and Reverse Splits of Shares The Swedish Depositary shall as soon as possible receive shares resulting from bonus issues and effect splits or reverse splits of shares. Registrations in the Owners' VP Accounts corresponding to bonus issues, splits or reverse splits of shares shall be undertaken by VPC. New Issue of Shares If MIC decides to issue new shares, debt instruments or other rights, the Swedish Depositary shall, directly or through VPC, inform the Owners of SDRs thereof of the principal terms for the new issue. An application form shall be attached to the information under which form the Owners of SDRs can instruct the Swedish Depositary to subscribe for new shares, debt instruments or other rights (as the case may be) on his or her behalf. When the Swedish Depositary, pursuant to the instructions of an Owner of SDRs, has subscribed for and received new shares, debt instruments or other rights, the corresponding registrations in the Owner's VP Account will be made as soon as possible. 4

7 If the Owner of SDRs does not instruct the Swedish Depositary to exercise any of the rights referred to above, the Swedish Depositary shall be authorized to dispose of such rights on behalf of the Owner, and pay the remuneration received, to him or her less any incurred costs and applicable taxes. In the event that an Owner of SDRs beneficially holds an uneven number of rights which do not carry entitlement to a whole number of bonus shares or to participate in a new issue for whole rights, the Swedish Depositary shall be authorized to sell such rights and pay the remuneration received, to the Owner less any incurred costs and applicable taxes. Shareholders' Meetings and Voting of Deposited Shares Pursuant to the Swedish Deposit Agreement, Owners of SDRs are entitled to vote for the MIC Shares represented by such SDRs at shareholders' meetings. The Swedish Depositary shall, in consultation with MIC, make arrangements so that Owners of SDRs receive notice for general meeting of shareholders. A notice for a general meeting of shareholders shall be provided for dissemination to, at least two established news agencies and at least three national daily newspapers. The notice shall contain: (i) such information as is contained in such notice of meeting; and (ii) instructions as to what measures must be taken by an Owner of SDRs to allow him or her to attend the shareholders' meeting. The Swedish Depositary shall in good time before the meeting ensure that it executes proxy forms in favor of each Owner of SDRs who has indicated to the Swedish Depository his or her intention to attend the shareholders' meeting. Such proxy forms shall be submitted to MIC along with the names of the Owners of SDRs for which proxies have been issued. Distribution of Information to SDR Owners The Swedish Depositary shall, directly or through VPC and in the manner stipulated below, provide the Owners of SDRs with all the information which the Swedish Depositary receives from the Company in the Swedish Depositary's capacity as registered shareholder. However, the Swedish Depositary shall always send such information by mail to Owners of SDRs, who request such information. The Swedish Depositary shall ensure that notice to the Owners of SDRs are distributed by mail. Except where a written notice has to be mailed to the shareholders according to the rules applicable to Swedish VPC Companies (Sw. avstämningsbolag), the Swedish Depositary may as an alternative to mailing the notice publish the notice in one of Stockholm's daily newspapers. Amendment and Termination The Swedish Depositary shall be entitled to amend the Swedish Deposit Agreement insofar as such amendments are required by Swedish or any other applicable legislation, decisions by public authorities or changes in the rules and regulations of VPC. Any provisions of the Swedish Deposit Agreement may be amended by agreement between MIC and the Swedish Depositary if such action is in any other respect appropriate or necessary for practical reasons and the Owners' rights are in no material respect adversely affected. If a decision has been taken to de-list the SDRs from the O-list of Stockholmsbörsen or any other corresponding market place, or a decision is taken by MIC to no longer maintain the SDR facility under the Swedish Deposit Agreement, or where the Company has failed to fulfil payment of expenses and fees under the Swedish Deposit Agreement for more than 30 days, the Swedish Depositary is entitled to terminate deposits made under the Swedish Deposit Agreement by mailing notice of such termination to the Owners of the SDRs. The Swedish Deposit Agreement will continue in force for a period of six months after such notices have been sent to the Owners of SDRs. Charges of Swedish Depositary MIC have agreed to pay the fees and expenses of the Swedish Depositary and VPC in accordance with the terms of the Swedish Deposit Agreement. 5

8 Fees and Expenses Payable by Owners of SDRs Owners of SDRs must pay all applicable taxes and governmental charges and all fees and costs in connection with the deposit, withdrawal and delivery of MIC shares in accordance with the Swedish Deposit Agreement. The current fee for the deposit of MIC shares for the issue of SDRs and withdrawal of MIC shares after cancellation of SDRs is SEK 2,000 per deposit/withdrawal and is payable by the person making such deposit or withdrawal. Such fees may be amended by the Swedish Depositary from time to time. Limitation of Liability Save as set out below, the Swedish Depositary is liable for all damages, incurred by the Owner of SDRs and resulting from the Swedish Depositary's negligence in performing its obligations under the Swedish Deposit Agreement. The Swedish Depositary is not liable for any indirect loss or damage. The Swedish Depositary is not liable for any loss or damage resulting from Swedish or non-swedish legal enactment, the intervention of a Swedish or a non-swedish public authority, acts of war, acts of terrorism, strikes, boycotts, lockouts, blockades or other similar circumstances. The reservation in respect of strikes, boycotts, lockouts or blockades applies even if the Swedish Depositary itself takes such measures or is subject to such measures. Where the Swedish Depositary or MIC is prevented from effecting payments or taking other measures due to the circumstances outside its control, the measures in question may be postponed until the obstacle has been removed. Governing Law The Swedish Deposit Agreement is governed by Swedish law. 6

9 DESCRIPTION OF THE COMPANY Registration and Object Millicom International Cellular S.A. is a public liability company ("société anonyme") governed by the Luxembourg law of August 10, 1915 on Commercial Companies, incorporated on June 16, 1992 and registered with the Luxembourg Trade Register ("Registre de Commerce et des Sociétes") under the number B The articles of incorporation and any amendments are filed with the Luxembourg Register of Commerce and Companies and are published in the Official Gazette: Mémorial Recueil des Sociétés et Associations. Article 3 of the articles of incorporation of the Company defines the purpose of the Company as follows: "the purposes for which the Company is formed are to engage in all transactions pertaining directly or indirectly to the acquisition of participating interests in any business enterprise, including but not limited to, the administration, management, control and development of any such enterprise, and to engage in all other transactions in which a company created under the laws of Luxembourg may engage". Directors Restrictions on voting - In case a director has a personal material interest in a proposal, arrangement or contract to be decided by the Company, article 13 of the articles of incorporation of the Company provide that the validity of the decision of the Company will not be affected by a conflict of interest existing for a director. However, any such personal interest must be disclosed to the board of directors and the concerned director can not vote on the relevant issue. Such conflict of interest must be reported to the next general meeting of shareholders. Compensation The decision on the annual remuneration of the directors ("tantièmes") is reserved by article 12 of the articles of incorporation to the general meeting of shareholders. Directors can therefore not vote compensation to themselves. Yet, the directors could vote on the employment contract terms of their own contract with the Company (including special bonuses there under) and, if the Articles so permit (which they do for MIC) on the allotment of shares under a share option scheme. Borrowing powers The board of directors generally have unrestricted borrowing powers on behalf of and for the benefit of the Company. Age limit There is no age limit for being a director of the Company. Directors are appointed for a maximum of six years and are re-eligible. Directors need not be shareholders. Share ownership requirements 7

10 Shares Rights attached to the shares - The Company has only one class of shares, each share entitling (i) to one vote at the general meeting of shareholders, (ii) to receiving dividends out of distributable profits when such distributions are decided and (iii) to share in any surplus left after the payment of all the creditors in the event of liquidation. There is a preferential subscription right under any Share or Rights issue for cash, unless the Directors restrict the exercise thereof. Redemption of shares The articles of incorporation provide for the possibility and the terms of the repurchase by the Company of its own shares, solely at the Company's initiative. Sinking funds The Company's shares are not subject to any sinking fund. Liability to further Capital Calls All of the issued shares in the Company's capital are fully paid. Accordingly none of the Company's shareholders are liable for further capital calls. Principal Shareholder Restrictions There are no provisions in the articles of incorporation that would discriminate against any existing or prospective holder of the Company's shares as a result of such shareholder owning a substantial number of shares. Changes to the Shareholders' Rights In order to change the rights attached to the shares of the Company, a general meeting of shareholders must be duly convened and held before notary, as it implies the amendment of the articles of incorporation of the Company. A quorum of presence of at least 50% is required (in a meeting held on a first call) and the decision must be taken by a majority of two thirds of the shares present or represented. Any change to the obligations attached to shares may only be passed with the unanimous consent of all the shareholders. Furthermore, according to article 20 of the articles of incorporation of the Company, there is a majority voting requirement of 75% of the votes expressed as well as a quorum of presence of 2/3 of the issued shares to pass a resolution to amend the articles of incorporation concerning the purpose and form of the Company, to liquidate or dissolve the Company or to merge or consolidate the Company with any other entity. Shareholders meetings General meetings of shareholders are convened by convening notice published in the Luxembourg official Gazette and in a Luxembourg newspaper, twice at an interval of eight days, at least eight days prior to the meeting. If all the shares are registered shares, a convening notice may, as an alternative to the publication, be sent to each shareholder by registered mail at least eight days before the annual general meeting. According to article 17 of the articles of incorporation of the Company, the board of directors determines in the convening notice the formalities to be observed by each shareholder for admission to the general meeting of shareholders. An annual general meeting of shareholders must be convened every year on 8

11 the date provided for in the articles of incorporation (article 18: the last Tuesday of May of each year). Other meetings can be convened as necessary. Limitation on Securities Ownership There are no limitations under Luxembourg law or the articles of incorporation on the rights for non-resident or foreign entities to own shares in the Company. Change of control There are no provisions in the articles of incorporation of the Company that would have an effect of delaying, deferring or preventing a change in control of the Company and that would operate only with respect to a merger, acquisition or corporate restructuring involving the Company, or any of its subsidiaries. Luxembourg laws impose the mandatory disclosure of an important participation in the Company and any change in such participation. Disclosure of Shareholder Ownership There are no provisions of the articles of incorporation by which a certain ownership threshold must be disclosed. However, Luxembourg laws provide that any entity or person holding more than certain thresholds (10%, 20%, 33 1/3%, 50% and 66 2/3%) of a company listed on the Luxembourg Stock Exchange must declare such shareholding to the Luxembourg Stock Exchange and to the Company itself. Such disclosure is mandatory also in case of a decrease beyond such respective thresholds. Information All information from the Company is disclosed in English. Principles Remuneration to the Board of Directors and senior executives Remuneration of the President & Chief Executive Officer and other senior management comprises an annual base salary, bonus, stock options and other benefits. Other senior management includes the Chief Operating Officer, the Executive Vice President-Operations, the Chief Financial Controller and the Chief of Finance-Global Operations. The bonus and stock options programmes are based on actual performance (including individual and Company performance). Bonuses can reach up to between 25% and 75% of the annual base salary. Options are granted once a year by the Board of Directors. The remuneration of the CEO was approved by the Chairman of the Board of Directors, whilst the remuneration of senior executives was set by the CEO. The aggregate amount of compensation charge of MIC during 2003 was USD 96,000 to the Chairman of the Board of Directors of MIC and USD 200,000 to other members of the Board of Directors of MIC. The remuneration charge of the President & Chief Executive Officer of MIC during 2003 represented the annual base salary for an amount of USD 1,169,508. The remuneration charge to the other members of the senior management of MIC during 2003 was USD 1,511,217 of which bonus amounted to USD 193,500 and other benefits USD 272,466. The bonus for 2003 for the President & Chief Executive Officer and the Chief Operating Officer have not yet been defined and can reach up to respectively 50% and 75% of the annual base salary. The pension insurance cost of the President & Chief Executive Officer for 2003 amounts to USD 1,636,000 of which 1,326,000 relates to adjustments for prior years. The estimated pension cost for 2003 amounts to USD 310,000. No pension arrangement exists for any other member of the senior management. In addition to the above described compensation, a number of options were granted in 2003 to directors and senior management as described in the table below. 9

12 Share and Option Ownership of Directors and Members of the Senior Management The following table sets forth, as at December 31, 2003, the total amount of MIC common stock and options beneficially owned by the directors and the members of senior management of MIC. Options are granted once a year by the Board of Directors. The exercise price of the options equals the market price at date of grant. In 2003, options were granted in May at a market value of USD Common Stock Total number of options (2) Of which Options granted in 2003 Chairman of the Board of Directors 545, ,992 34,000 Other members of the Board of Directors 5,566,992 (1) 368, ,000 CEO 65,144 1,706, ,000 Other members of the senior management - 625, ,992 (1) This includes 5,132,940 shares owned by the 1980 Stenbeck Trust and 420,456 shares owned by the 1985 Stenbeck Trust. (2) Further information regarding stock options is included in note 17 of the Audited consolidated financial statement as of December 31, 2003 in Appendix hereafter. Pension and severance payments Future contributions to the pension insurance of the CEO are based on a yearly contribution paid to a third party insurance company. The yearly contribution is based on the projected entitlement at the time of pension and is based on the annual base salary and age of service with the Company. If employment of members of the senior management is terminated by MIC, severance payment of up to 12 months salary is due. Senior Management MIC s senior management is presented on page 96 in the Offering Memorandum. The composition of the management has thereafter been changed and the Chief Financial Controller John Ratcliffe was replaced by Bruno Nieuwland in December Bruno Nieuwland, age 33, was previously a Senior Manager with Ernst & Young where he worked on numerous engagements in the telecommunications and high tech sector as well as on a number of listed companies including Hewlett Packard, Tele2 and Merck. Bruno became a chartered accountant in Luxembourg in 1999 and was a member of the quality control commission at the IRE (institute of chartered accountants in Luxembourg). He obtained a degree in finance at Solvay Business School. 10

13 TAXATION Tax considerations in Sweden The following summary of certain tax issues that may arise as a result of holding SDRs in MIC is based on current Swedish tax legislation and is intended only as general information for Owners of SDRs who are resident or domiciled in Sweden for tax purposes, if not otherwise stated. The summary does not deal comprehensively with all tax consequences that may occur for Owners of SDRs in MIC. It does e.g. not cover cases where SDRs are held as current assets in a business operation or held by a partnership. The tax treatment of each Owner of SDRs may depend, wholly or in part, on the holder s specific situation. Special tax consequences that are not described below may consequently apply for certain categories of taxpayers, including investment companies, mutual funds and persons who are not resident or domiciled in Sweden. Each Owner of SDRs is recommended to consult a tax advisor for information with respect to the tax consequences that may arise as a result of holding SDRs in MIC, including the applicability and effect of foreign income tax rules, provisions contained in tax treaties and other rules, which may be applicable. Disposal of shares in MIC Individuals Individuals and estates of deceased Swedish individuals, who dispose of their SDRs, are subject to capital gains tax. The current tax rate is 30 per cent. of the capital gain. The capital gain is calculated to equal the difference between the sales proceeds, after deduction for sales expenses, and the SDRs acquisition cost for tax purposes (acquisition cost plus cost for improvements). A deferred tax amount attributable to the disposed SDRs will normally also become taxable. The capital gain is determined according to the so-called average method. This means that the costs for all SDRs of the same type and class are added together and determined collectively, with respect to changes to the holding. Alternatively, the socalled standard rule (according to which the acquisition cost for tax purposes is deemed equal to 20 per cent. of the net sales price) may be applied on the disposal of listed SDRs, such as SDRs in MIC. As regards the calculation of a capital loss on SDRs, see above on the calculation of a capital gain. A deferred tax amount attributable to the disposed SDRs will normally become taxable. Capital losses on SDRs are fully deductible against capital gains on shares during the same fiscal year. The loss may also be offset against capital gains on other listed securities that are taxed in the same manner as shares except for shares in mutual funds, containing only Swedish receivables (so called Swedish interest funds). 70 per cent. of a loss in excess of the above-mentioned gains is deductible from any other income from capital. If a deficit arises in the income from capital category, a reduction of the tax on income from employment and from business, as well as the tax on real estate, is allowed. The tax reduction allowed amounts to 30 per cent. of any deficit not exceeding SEK 100,000 and 21 per cent. of any deficit in excess of SEK 100,000. Deficits may not be carried forward to a later fiscal year. Legal entities Limited liability companies and other legal entities, except for estates of deceased Swedish individuals, are taxed on all income as income from business activities at a flat rate of 28 per cent. Regarding the calculation of a capital gain or loss, see heading Individuals above. A deferred tax amount attributable to the disposed SDRs will normally become taxable. A capital loss on SDRs incurred by a corporate shareholder, may be offset only against capital gains on shares or other securities that are taxed in the same manner as shares. Such capital losses may, under certain circumstances, also be deductible against capital gains on such securities within the same group of companies, provided the requirements for group contributions are met. Capital losses on SDRs or other such securities, which have not been deducted from capital gains within a certain year, may be carried forward and be offset against similar capital gains in future years without any limitation in time. Capital gains and dividends on SDRs in e.g. limited liability companies that are held for business purposes are tax exempt and capital losses on such shares are non-deductible. Unlisted SDRs are always considered held for business purposes. Listed SDRs are deemed to be held for business purposes provided that the holding represents at least 10 per cent. of the voting rights or 10 per cent. of the share capital in companies within the EU or if the SDRs are held for business reasons. Furthermore, capital gains and dividends on listed SDRs are only tax exempt if the SDRs are not disposed of within one year from the day they became or were deemed to be held for business purposes. Consequently, capital losses on listed SDRs 11

14 held for business purposes for a period of less than one year are deductible. If SDRs of the same type and class have been acquired on different dates, SDRs acquired later are considered to have been sold prior to SDRs that were acquired earlier (last in first out). When applying the so-called average method, SDRs that have been held for one year and shares that have not, are not considered to be of the same type and class. Dividends Dividends on SDRs are taxed at a rate of 30 per cent. as income from capital for individuals and at a rate of 28 per cent. for limited liability companies and other legal entities, except for estates of deceased individuals as ordinary income from business activities. Special rules apply to certain corporate entities. Limited liability companies and economic associations, except for investment companies, may receive dividend free of tax on SDRs held for business purposes (for definition of SDRs held for business purposes, see heading Disposal of SDRs in MIC, Legal entities ). Net wealth taxation on SDRs The SDRs in MIC are currently subject to Swedish wealth tax. Such tax is paid by individuals and estates on wealth exceeding SEK ( for those who are jointly taxed). The tax rate is 1,5 per cent. For wealth tax purposes, SDRs in MIC are currently valued at 80 per cent. of the latest listed value at the end of the fiscal year. Inheritance and gift tax on SDRs For inheritance and gift tax purposes, SDRs in MIC are currently valued at 75 per cent. of their listed vale. Inheritance and gift tax are paid by individuals (resident or non-resident) who receive an inheritance or a gift from a Swedish resident consisting of SDRs in MIC. An inheritance or a gift consisting of SDRs in MIC from a Swedish citizen or a person married to a Swedish citizen, who has resided in Sweden some time during the ten years prior to the gift or death will also be subject to inheritance or gift tax. Inheritance tax is always paid in respect of an inheritance of SDRs in MIC if the SDRs were held as assets used in a trade or business in Sweden. Gift tax is always paid in respect of a gift of SDRs in MIC if the SDRs were held as assets used in a trade or business in Sweden. The tax rate is per cent. depending on the relation between the recipient and the intestate/giver. The size of the tax-exempt amount as regards the inheritance tax is also decided on basis of the said relation. According to new rules that became effective as per 1 January 2004, there is no inheritance tax on inheritance of assets between spouses. The same applies if assets are left to a cohabitee (Sw: sambo) under a will. Tax considerations for shareholders residing outside of Sweden Individual Owners of SDRs who are not resident or domiciled in Sweden for tax purposes will not be liable to Swedish tax on the disposal of SDRs in MIC or on dividends on SDRs in MIC. Foreign corporate entities are not in general liable to pay tax on capital gains or dividends on SDRs in MIC, if such gains or dividends do not arise from a so-called permanent establishment in Sweden. The rules on tax exempt capital gains and dividends on SDRs held for business purposes apply also for foreign companies equal to Swedish limited liability companies or economic associations, that are resident within the EEA. 12

15 Luxembourg Tax Considerations The statements herein regarding taxation in Luxembourg are based on the laws in force in the Grand Duchy of Luxembourg as of the date of this listing prospectus and are subject to any changes in law. The following summary does not purport to be a comprehensive description of all the tax considerations which may be relevant to a decision to purchase, own or dispose of the SDRs in MIC. Prospective purchasers of SDRs are advised to consult their own tax advisers concerning the overall tax consequences of their ownership of SDRs. As a general rule, Owners of SDRs should be considered by the Luxembourg tax authorities as being the beneficial owners of the related MIC shares and therefore should bear all Luxembourg tax consequences resulting from the direct holding of the shares of MIC. 6.I.8(a) Taxation of dividends Withholding tax Under Luxembourg law currently in force, dividends paid by MIC are subject to a withholding tax of 20% of the gross dividend. This rate could however be reduced under the provisions of the relevant double taxation treaty concluded between Luxembourg and the country of residence of the Owner of the SDRs. No withholding tax applies if the dividends are paid to an Owner of SDRs which is either a resident company fully liable to all Luxembourg taxes, or a EU company referred to by article 2 of the Council Directive 90/435/CEE of 23 July 1990 or its permanent establishment in Luxembourg, or the permanent establishment in Luxembourg of a company resident of a treaty country, provided that at the date of payment, the Owner of SDRs holds or commits to hold, directly or through a Luxembourg tax transparent vehicle, during an uninterrupted period of twelve months at least, SDRs corresponding to shares of MIC representing a minimum participation of 10% in the capital of MIC or a participation the acquisition cost for said holder of which is at least EUR 1,200,000. Taxation of Luxembourg non-resident holders of SDRs Save the withholding tax on dividends, no other Luxembourg income tax will be payable, as a result of the holding of SDRs by an individual or corporate Owner of SDRs that is, for Luxembourg tax purposes, a non-resident of Luxembourg, which does not dispose of a permanent establishment in Luxembourg. Taxation of capital gains of Luxembourg non-resident holders of SDRs No Luxembourg income tax will be payable, as a result of any disposing of the SDRs by an individual or corporate Owner of SDRs that is, for Luxembourg tax purposes, a non-resident of Luxembourg, provided he has never been Luxembourg resident in the past, and the shares are disposed of more than 6 months as from the acquisition. These conditions could also be relaxed by double taxation treaties concluded between Luxembourg and the country of residence of the Owner of SDRs. Other taxes There is no Luxembourg registration tax, stamp duty or any other similar tax or duty payable in Luxembourg by the Owners of SDRs as a consequence of the acquisition, holding or transfer of SDRs. 13

16 FIVE YEAR SUMMARY 2 Consolidated Statements of Profit and Loss Consolidated statements of profit and loss (In USD thousands, except number of shares and per share data) Year ended December 31, (Restated) Revenues 647, , , , ,401 Cost of sales (258,002) (259,530) (274,591) (313,057) (205,301) Gross profit 389, , , , ,100 Sales and marketing (87,575) (80,941) (95,463) (88,097) (118,899) General and administrative expenses (108,449) (186,491) (181,764) (179,436) (197,702) Gain (loss) from sale of subsidiaries and joint ventures, net 2,213 88,814 35,047 (2,755) (603) Other operating expenses (32,776) (44,725) (35,013) (40,873) (38,506) Operating profit (loss) 162, ,313 92,786 (53,378) (8,610) Gain (loss) and valuation movement on investment in securities 246,760 (299,963) (15,931) 665, ,296 Interest expense (135,172) (185,959) (209,912) (196,002) (160,598) Interest income 4,836 12,726 22,768 28,395 28,641 Other financial income 96,748 42,247 11, Fair value result on financial instruments (84,578) (7,858) (9,914) - - Exchange loss, net (45,602) (23,483) (17,313) (23,015) (15,865) Profit (loss) from associates (3,112) (43,178) (9,201) Profit (loss) before taxes and minority interest 245,887 (339,915) (129,032) 378,084 (21,337) Changes for taxes (52,369) (22,734) (8,217) (26,264) (18,573) Profit (loss) before minority interest 193,518 (362,649) (137,249) 351,820 (39,910) Minority interest (14,695) (22,494) (804) 3,568 (2,393) Net profit (loss) for the year 178,823 (385,143) (138,053) 355,388 (42,303) Basic earnings (loss) per common share, (US$) 2.74 (5.90) (2.12) 5.46 (0.65) Weighted average number of shares outstanding during the period (in '000) 65,312 65,272 65,256 65,093 64,860 Diluted earnings (loss) per common share, (US$) 2.26 (5.90) (2.12) 5.38 (0.65) Weighted average number of shares and potential dilutive number of shares outstanding during the period (in '000) 80,500 65,272 65,256 66,001 64,860 2 Prepared under International Financial Reporting Standards ( IFRS ) 14

17 Consolidated Balance Sheets Consolidated Balance Sheets (In USD thousands) Year ended December 31, (Restated) ASSETS Non-current assets Intangible assets Goodwill, net 49,578 10,172 52,575 54,981 63,146 Licenses, net 30,889 84, , , ,681 Other intangible assets, net 5,148 4,919 15,685 19,492 31,016 Property, plant and equipment, net 487, , , , ,579 Financial assets Investment in Tele2 AB shares 479, , , ,895 Investment in other securities 25,397 56,355 17,389 16,141 7,083 Investments in associates 1,340 1,013 52, ,963 Amounts due from affiliated companies ,268 Pledged deposits 31,530 32,921 47,404 30,679 30,223 Deferred taxation 5,226 8,470 3, Total non-current assets 1,115, ,285 1,525, ,630 1,350,614 Current assets Financial assets Investment in Tele2 AB shares - 101, ,070 - Investment in other securities 15, Inventories 10,941 6,962 12,932 18,507 12,983 Trade receivables, net 113, , , ,682 90,131 Amounts due from joint ventures 13,137 14,053 46,001 32,367 33,228 Amounts due from other related parties 2,905 6,806 9,258 7,245 6,022 Prepayments and accrued income 19,739 14,148 27,228 33,575 65,367 Other current assets 49,583 38,453 35,800 57,284 - Time deposits 32,880 16,200 21,444 30,947 43,033 Cash and cash equivalents 148,829 70,451 56,276 94,921 38,083 Total current assets 407, , ,017 1,211, ,847 TOTAL ASSETS 1,522,949 1,203,119 1,870,930 2,112,228 1,639,461 15

18 Consolidated Balance Sheets (continued) Year ended December 31, SHAREHOLDERS' EQUITY AND LIABILITIES (Restated) Shareholders' equity Share capital and premium 239, , , , ,216 Treasury stock (8,833) (54,521) (52,033) (52,041) (55,838) 2% PIK Notes - equity component 16, Legal reserve 4,256 4,256 4, Retained (loss) profit brought forward (446,110) (57,719) 80,334 (226,441) (183,525) Net profit (loss) for the year 178,823 (385,143) (138,053) 355,388 (42,303) Revaluation reserve - - (61,325) 17, ,778 Currency translation reserve (69,198) (84,121) (46,274) (33,348) (35,793) Total shareholders' equity (85,180) (295,259) 68, , ,829 Minority interest 26,571 23,733 10,262 7,672 4,295 Liabilities Non-current liabilities 13.5% Senior Subordinated Notes - 912, , , ,711 10% Senior Notes 536, % PIK Notes - debt component 50, % Mandatory Exchangeable Notes - debt component 327, Embedded derivative on the 5% Mandatory Exchangeable Notes 103, Other debt and financing 126, , , , ,711 Deferred taxation 33,944 26,874 20,507 41,315 32,870 1,178,145 1,098,783 1,322,583 1,112, ,292 Current liabilities Other debt and financing 132, , , , ,124 Trade payables 112,764 90, , ,349 77,707 Amounts due to shareholders - 4,021 7,158 6,253 5,737 Amounts due to other related parties 608 6,487 11,304 2,094 1,475 Other financial liabilities , Accrued interest and other expenses 44,673 42,745 57,981 52,526 94,002 Other current liabilities 112,704 74,998 92,746 93, , , , , ,045 Total liabilities 1,581,558 1,474,645 1,791,774 1,763,365 1,340,337 TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES 1,522,949 1,203,119 1,870,930 2,112,228 1,639,461 16

19 Consolidated Statements of Cash Flows Consolidated statements of cash flows (In USD thousands) Year ended December 31, (Restated) Net cash provided (used) by operating activities 184,360 72, , ,469 (26,654) Cash flow from investing activities Acquisition of subsidiaries and joint ventures, net of cash acquired 1,028 (2,000) (22,978) (27,399) (17,121) Increase in investments in associates - - (29,213) - - Cash impact of change in consolidation method Proceeds from the disposal of subsidiaries and joint ventures, net of cash disposed 8, ,071 19, (28,090) Purchase of licenses and other intangible assets (3,569) (5,205) (18,323) (36,233) (561) Purchase of investments in securities (45,328) (186) (1,728) (11,646) - Proceeds from the disposal of investments in securities 33, , ,196 65,434 34,730 Purchase of property, plant and equipment (86,452) (135,818) (192,178) (182,771) (135,691) Disposal of property, plant and equipment 3, ,873 2,427 1,527 Decrease/(increase) in amounts due from joint venture partners 865 (7,131) (35,372) (2,294) 3,213 Decrease/(increase) in pledged deposits 10,116 (16,506) (39,083) (2,414) 5,434 (Increase)/decrease in time deposits (17,796) 6,051 10,011 12, ,343 Net cash provided (used) by investing activities (95,589) 141,665 (167,074) (182,364) 1,784 Cash flow from financing activities Proceeds from the issuance of share capital ,671 Proceeds from the issuance of debt and other financing 969, , , ,778 94,942 Repayment of debt and other financing (899,008) (363,584) (358,294) (173,563) (88,889) Cash outflows related to debt restructuring (68,068) Proceeds from minority share of recapitalization of subsidiary ,206 - Payment of dividends to minority interests (12,541) (16,536) Proceeds from shareholders (1,628) ,199 Net (purchase) sale of treasury stocks - (2,488) 8 3,797 (7,840) Net cash (used) provided by financing activities (11,638) (199,780) 22, ,508 12,083 Cash effect of exchange rate changes 1,245 (291) 1,884 (775) (3,307) Net increase (decrease) in cash and cash equivalents 78,378 14,175 (38,645) 56,838 (16,094) Cash and cash equivalents, beginning 70,451 56,276 94,921 38,083 54,177 Cash and cash equivalents, ending 148,829 70,451 56,276 94,921 38,083 17

20 Key ratios Year ended December 31, Number of employees 1,917 2,080 3,032 3,515 3,537 Profit margin 25.1% 20.2% 14.4% N/A N/A Profit/loss per share (USD) - basic 2.74 (5.90) (2.12) 5.46 (0.65) Return on average equity N/A N/A N/A 112% N/A Return on average capital employed 16.15% 10.84% 6.95% N/A 1.43% Interest coverage N/A 0.12 Debt/Equity ratio N/A N/A Equity/Asset ratio N/A N/A Share of risk-bearing capital N/A N/A Net sales per employee (USD thousands) Profit per employee (USD thousands) 93 (185) (46) 101 (12) N/A means not applicable as negative shareholders equity or negative operating result. Definition of key ratios Number of employees Average number of employees of each year. Profit margin The ratio of operating profit before tax and minority shares divided by net sales. Profit/loss per share Net profit after tax according to profit and loss account divided by average number of shares. Return on average equity Net profit according to profit and loss account divided by average shareholders equity. Return on average capital employed Operating profit plus interest income divided by average capital employed. Capital employed refer to total assets less non interest-bearing liabilities. Interest coverage Operating profit plus interest income divided by interest expenses. Debt to equity Interest-bearing debt by the end of the year divided by the sum of shareholders equity. Equity to total assets The sum of shareholders equity and minority interest by the end of the year divided by total assets. Share of risk-bearing capital The sum of shareholders equity, minority interest and deferred tax liabilities divided by total assets. Net sales per employee Net sales divided by average number of employees of each year. Profit per employee Net profit divided by average number of employees of each year. Audit fees for 2003 (in USD) Audit fees at corporate level and in subsidiaries by group auditors (PricewaterhouseCoopers): 1,089,313 Audit fees at subsidiary level by other auditors (non PricewaterhouseCoopers): 118,068 Fees to group auditors (PricewaterhouseCoopers) for other non-audit services (reviews and consent letters for filings):

21 SHARE CAPITAL AND OWNERSHIP STRUCTURE Share Capital The following table sets forth the changes in MIC s share capital and premium for the past five years. All shares in MIC are issued in the form of fully paid shares each at a par value of USD 1.5 after the stock split in February The holders of MIC shares are entitled at each meeting of the shareholders to one vote for every share. Date Transaction Par Value Increase (decrease) Total Number of Issued Share Total Amount in shares Shares Issued Share Capital Premium Paid/Contributed US$ US$ '000 US$ '000 US$ '000 US$ ' Opening balance 2-70, , , , Capital increase - Stock options , , , ,216 5,469 (i) 2000 Capital increase - Stock options , , , , Capital increase - Contribution in kind , , , ,989 2,999 (ii) 2003 Reverse Stock Split 3:1 6-23, , , , Reduction of Share Capital 6 (7,215) 16,493 98, , , Conversion of 2% PIK Notes ,580 99, , ,876 1,181 (iii) 2004 Stock Split 1: ,320 99, , ,876 - (i) Capital increase within the authorised capital of the board of directors on September 3, 1999 and December 10, 1999, proceeded in the Notarial deed of September 14, 2000 and December 19, 2002 respectively. (ii) Net of gain realised on settlement of merger shares of $3,521,000. (iii) 2% Senior Convertible Payment-in-kind Notes due 2006, convertible into MIC common shares. Millicom share price development February 1999-February , , ,500 Share price USD ,000 1,500 Turnover by volume 20 1, Feb-99 Aug-99 Feb-00 Aug-00 Feb-01 Aug-01 Feb-02 Aug-02 Feb-03 Aug-03 Feb-04 MILLICOM INTL.CELU.(NMS) - TURNOVER BY VOLUME MILLICOM INTL.CELU.(NMS) NASDAQ COMPOSITE - PRICE INDEX 19

22 Ownership Structure The following table sets forth certain information known to MIC as of December 31, 2003, unless indicated, with respect to beneficial ownership of the MIC Common Stock, with a par value of $1.50 each (after the stock split in February 2004), by (i) each person who beneficially owns more than 5% of the MIC Common Stock and (ii) significant related parties to MIC. Except as otherwise indicated, the holders listed below have sole voting and investment power with respect to all shares beneficially owned by them. The holders listed below have the same voting rights as the holders of MIC Common Stock. For purposes of this table, a person or group of persons is deemed to have beneficial ownership of any shares as of a given date which such person or group of persons has the right to acquire within 60 days after such date. For purposes of computing the percentage of outstanding shares held by each person, or group of persons, named below on a given date, any security which such person or persons has the right to acquire within 60 days after such date (including shares which may be acquired upon exercise of vested portions of stock options) is deemed to be outstanding, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. MIC is deemed to be controlled by Kinnevik B.V. by virtue of their ownership of 35.2% of MIC's outstanding common stock. Stockholder Amount of shares Percentage Kinnevik 23,375, % (i) The 1980 Stenbeck Trust 5,132, % Genesis Asset Managers Ltd 4,500, % (ii) Invik & Co. AB 1,253, % The 1985 Stenbeck Trust 420, % (i) Includes shares held by Kinnevik BV and Kinnevik International AB (ii) As of February 14, 2003, information filed with the Securities Exchange Commission, pursuant to Schedule 13G. As far as MIC s board of directors is aware, no shareholder agreements between MIC shareholders are currently in force, nor will any such agreements become effective in connection with the secondary listing on Stockholmsbörsen. 20

23 AUDITORS REPORT REGARDING THE LISTING PROSPECTUS In PricewaterhouseCoopers S.à r.l. s capacity as auditors of Millicom International Cellular S.A. ( MIC ), we have reviewed this listing prospectus (the Listing Prospectus ) consisting of three parts: this document dated March 23, 2004, the Offering Memorandum for 10 % Senior Notes due 2013 dated November 19, 2003 (the Offering Memorandum ) and public information disclosed since October 30, The review was conducted in accordance with the recommendation issued by FAR 3. Forwardlooking statements included in the Listing Prospectus have not been reviewed. The press release dated February 10, 2004 announcing the results for the year ended December 31, 2003 has been reviewed by us. The consolidated balance sheets of MIC as of December 31, 2003, 2002 and 2001 and the related consolidated statements of profit and loss, changes in shareholders equity and cash flows for the four years ended December 31, 2003, 2002, 2001 and 2000 included on pages F-1 to F-75 of the Offering Memorandum and in Appendix 1 of this Listing Prospectus have been audited by PricewaterhouseCoopers S.à r.l. The information presented in this Listing Prospectus has been correctly extracted from the consolidated financial statements of MIC. Based on our review, nothing has come to our attention that indicates that this Listing Prospectus does not comply with the information requirements for a listing prospectus in accordance with the listing requirements of Stockholmsbörsen. PricewaterhouseCoopers S.à r.l. Réviseur d entreprises PricewaterhouseCoopers AB Represented by Represented by Pascal Rakovsky Pål Wingren Authorized public accountant Luxembourg, March 23, 2004 Stockholm, March 23, The professional institute for authorized public accountants, approved public accountants and other highly qualified professionals in the accountancy sector in Sweden. 21

24 ADDRESSES AND REGISTERED OFFICES Head Office: Millicom International Cellular S.A. 75 Route de Longwy L-8080 Bertrange Luxembourg Tel: Representation Office USA MIC (USA), Inc. 153 East 53rd Street, Suite 5900 New York, NY10022 USA MIC Latin America BV Wijnhaven 3B 3011 WG Rotterdam Netherlands Tel: MIC Asia Pte Ltd 4, Shenton Way 14#03 SGZ Centre 2 Singapore Singapore Tel: MIC Africa BV Wijnhaven 3B 3011 WG Rotterdam Netherlands Tel: