tigo-2023-12-31-en

CEO MESSAGE

When I joined Millicom as CEO in March 2015, the company was at a crossroads.

We were #1 or #2 in mobile in most of our Latin American markets, but the company had yet to deploy the 4G

networks that would be needed to protect its market leadership. Moreover, cash flow generation from Latin America

was being re-invested in Africa, where Millicom had sub-scale operations in six countries scattered across the

continent.

One of my first decisions was to exit all of our African investments, and to re-deploy this capital to protect and

extend our market leadership in Latin America. Exiting Africa was easier said than done, but over the course of several

years, we successfully divested six telecom operations and investments in two non-core assets, completing our exit

from the region.

Meanwhile, in our core Latin American markets, we stepped up our investments. We quickly deployed 4G networks

to protect and extend our mobile market leadership. We built extensive fiber networks and world-class Tier 3 data

centers to provide additional services to both residential and B2B customers. In Colombia, the 2014 merger with UNE

had left the company with a legacy copper network that we replaced with fiber-cable. In 2020, we acquired low-

frequency spectrum that had historically handicapped Tigo’s competitiveness in that mobile market. Similarly, we

acquired AWS spectrum in El Salvador, paving the way for renewed growth and increased scale and profitability from

both of these markets.

Along the way and with a clear sense of purpose, we assembled a more diverse and inclusive workforce and

became an employer of choice, we strengthened our brand and improved customer experience with robust networks

and digital tools, and we made external commitments to do our part to help mitigate climate change.

We also made a few key strategic decisions. In 2018, we entered the Panamanian market, and we are now the clear

market leader in what is arguably the fastest-growing economy and most stable country in the region. During the

pandemic, we remained steadfast in executing our investment plans, emerging with higher market shares in several

markets. In 2021, we increased to 100% our ownership in our Guatemala business, our most-profitable operation, by

far.

During 2022 however, it became increasingly clear that our work wasn’t quite done, especially as global inflation

and interest rates spiked, putting additional pressure on both our cash flow and our leverage.

We responded to these unforeseen external challenges, with three key initiatives implemented during 2023. First,

we developed Project Everest, a broad-based efficiency program aimed at simplifying internal processes to lift

productivity and reduce cost. Second, we took additional steps to improve cash flow in Colombia, reaching an

agreement with Telefonica to combine our mobile networks and spectrum in that country. Finally, in Guatemala, we re-

balanced the industry’s spectrum holdings following two successful auctions, paving the way to a more stable market

structure in the future.

Successful execution of these three initiatives in 2023, combined with the significant investments and strategic

decisions made over the last several years, position Millicom to deliver robust and sustainable equity free cash flow

going forward.

In closing, and on behalf of the entire management team, I would like to thank my fellow Board members for

contributing their business expertise and industry knowledge. I want to extend the entire Board’s gratitude to Odilon

Almeida, Lars-Johan Jarnheimer, Mercedes Johnson, James Thompson, and José Antonio Rios García for their

invaluable contributions over the past several years. And finally, the entire Tigo team express our heartfelt sorrow

following the untimely passing of Nicolas Jaeger, our esteemed Board member, colleague, and friend.

Mauricio Ramos

Executive Director, CEO and Interim Chair of the Board of Directors

PRESENTATION OF FINANCIAL AND OTHER

INFORMATION

Financial statement information

We have included in this Annual Report the Millicom Group’s (as defined below) audited consolidated financial

statements as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021. The

Millicom Group’s audited consolidated financial statements included herein and the accompanying notes thereto have

been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International

Accounting Standards Board (“IASB”). We end our fiscal year on December 31. References to fiscal 2023, fiscal 2022 and

fiscal 2021 refer to the years ended December 31, 2023, 2022 and 2021, respectively.

Our management determines operating and reportable segments based on the reports that are used by the chief

operating decision maker (the "CODM") to make strategic and operational decisions from both a business and

geographic perspective. Our risks and rates of return for our operations were predominantly affected by operating in

different geographical regions. Until the divestiture of our Tanzania business in April 2022, we had businesses in two

main regions, Latin America and Africa, which constituted our two reportable segments. As a result of the sale of the

Tanzania business and its reclassification as discontinued operations, we no longer report an Africa segment in our

consolidated financial statements included elsewhere in this Annual Report. Further, during the latter half of 2023, we

implemented significant organizational changes to focus on driving profitable growth with a leaner corporate

structure. We also adopted a decentralized approach to streamline decision-making processes and enhance agility to

improve profitability and shareholder value. Due to these organizational changes, and considering the information

now being reviewed by the CODM to assess performance and allocate resources, our operating segments were

redefined to align with our countries of operation. Our reportable segments now consist of Guatemala, Colombia,

Panama, Bolivia, Honduras, Paraguay and Other, which includes Nicaragua, Costa Rica and El Salvador. See “Operating

and Financial Review and Prospects—Operating Results —Our segments.”

Presentation of data

We present operational and financial data in this Annual Report. Operational data, such as the number of

customers, unless otherwise indicated, are presented for the Millicom Group, including our subsidiaries, and excluding

our operations in Guatemala, before November 12, 2021 as explained below, and our Honduras joint venture.

Financial data is presented either at a consolidated level or at a segmental level, as derived from our consolidated

financial statements, including the notes thereto. At a consolidated level, we account for our operations in Honduras

and our operations in Guatemala up until November 12, 2021 as joint ventures using the equity method of accounting.

At a segmental level, we account for our operations in Honduras and our operations in Guatemala up until November

12, 2021 as if they were fully consolidated, as this reflects the way management views and uses internally reported

information to make decisions.

We have made rounding adjustments to reach some of the figures included in this Annual Report. Accordingly,

figures shown as totals in some tables may not be an exact arithmetic aggregation of the figures that preceded them

and percentage calculations using these adjusted figures may not result in the same percentage values as are shown in

this Annual Report.

Certain references

Unless the context otherwise requires, references to the “Company” or “MIC S.A.” refer only to Millicom

International Cellular S.A., a public limited liability company (société anonyme) organized and established under the

laws of the Grand Duchy of Luxembourg, and the terms “Millicom,” “Millicom Group,” “our Group,” “we,” “us” and “our”

refer to Millicom International Cellular S.A. and its consolidated subsidiaries and, where applicable, our joint ventures in

Guatemala (that is, prior to the acquisition of the remaining interest) and Honduras.

Unless otherwise indicated, all references to “U.S. dollars,” “dollars” or “$” are to the lawful currency of the United

States of America; all references to “Euro” or “€” are to the lawful currency of the participating Member States in the

Third Stage of European Economic and Monetary Union of the Treaty Establishing the European Community, as

amended from time to time; and all references to “Swedish Krona” or “SEK” are to the lawful currency of the Kingdom

of Sweden. For a list of the functional currency names and abbreviations in the markets in which we operate, see the

introduction to the notes to our audited consolidated financial statements.

FORWARD-LOOKING STATEMENTS

This Annual Report contains statements that constitute “forward-looking” statements within the meaning of

Section 21E of the U.S. Securities Exchange Act of 1934, as amended. This Annual Report contains certain forward-

looking statements concerning our intentions, beliefs or current expectations regarding our future financial results,

plans, liquidity, prospects, growth, strategy and profitability, as well as the general economic conditions of the

industries and countries in which we operate. Forward-looking statements include statements concerning our plans,

objectives, goals, strategies, future events, future sales or performance, capital expenditures, financing needs, plans or

intentions relating to acquisitions, our competitive strengths and weaknesses, our business strategy and the trends we

anticipate in the industries and the economic, political and legal environments in which we operate and other

information that is not historical information.

Many of the forward-looking statements contained in this Annual Report can be identified by the use of forward-

looking words such as “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “estimate” and “potential,”

among others. These statements appear in a number of places in this Annual Report and include, but are not limited to,

statements regarding our intent, belief or current expectations with respect to:

• global economic conditions, foreign exchange rate fluctuations and high inflation, as well as local economic

conditions in the markets we serve, which can be impacted by geopolitical developments outside of our

principal geographic markets;

• potential disruption due to diseases, pandemics (including the COVID-19 virus), political events, armed conflict

and acts by terrorists;

• telecommunications usage levels, including traffic, customer growth and the accelerated transition from

traditional to digital services;

• competitive forces, including pricing pressures, piracy, the ability to connect to other operators’ networks and

our ability to retain market share in the face of competition from existing and new market entrants as well as

industry consolidation;

• the achievement of our operational goals, financial targets and strategic plans, including the anticipated

efficiencies and savings of our cost-reduction project, the acceleration of cash flow growth and the expansion

of our fixed broadband network;

• legal or regulatory developments and changes, or changes in governmental policy, including with respect to

the availability and terms and conditions of spectrum and licenses, the level of tariffs, laws and regulations

which require the provision of services to customers without charging, tax matters, controls or limits on the

purchase of U.S. dollars, the terms of interconnection, customer access and international settlement

arrangements;

• the achievement of environmental, social and governance targets, including through the use of solar panels

and other methods that aim to lower the energy consumption of our networks, such as the increased

implementation of Fiber-to-the-Home ("FTTH"), and various diversity, equity and inclusion targets;

• our ability to grow our mobile financial services business in our Latin American markets;

• adverse legal or regulatory disputes or proceedings;

• the success of our business, operating and financing initiatives and strategies, including partnerships and

capital expenditure plans;

• our expectations regarding the growth in fixed broadband penetration rates and the return that our

investment in broadband networks will yield;

• the level and timing of the growth and profitability of new initiatives, start-up costs associated with entering

new markets, the successful deployment of new systems and applications to support new initiatives;

• our ability to create a new organizational structure for the Tigo Money business and manage it independently

to enhance its value;

• our ability to optimize the utilization and capital structure of our tower assets, and increase our network

coverage, capacity and quality of service by focusing capital on other fixed assets;

• relationships with key suppliers and costs of handsets and other equipment;

• disruptions in our supply chain due to economic and political instability, the outbreak of war or other

hostilities, public health emergencies, natural disasters and general business conditions;

• our ability to successfully pursue acquisitions, investments or merger opportunities, integrate any acquired

businesses in a timely and cost-effective manner, divest or restructure assets and businesses, and achieve the

expected benefits of such transactions;

• the availability, terms and use of capital, the impact of regulatory and competitive developments on capital

outlays, the ability to achieve cost savings and realize productivity improvements;

• technological development and evolving industry standards, including challenges in meeting customer

demand for new technology and the cost of upgrading existing infrastructure;

• the capacity to upstream cash generated in operations through dividends, royalties, management fees and

repayment of shareholder loans;

• other factors or trends affecting our financial condition or results of operations; and

• various other factors, including without limitation those described under “Key Information—Risk Factors.”

This list of important factors is not exhaustive. You should carefully consider the foregoing factors and other

uncertainties and events, especially in light of the political, economic, social and legal environments in which we

operate. Forward-looking statements are only our current expectations and are based on our management’s beliefs

and assumptions and on information currently available to our management. Such statements are subject to risks and

uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking

statements as a result of various factors, including, but not limited to, those identified under the section of this Annual

Report entitled “Key Information—Risk Factors.”

CONSOLIDATED MANAGEMENT REPORT

KEY INFORMATION

Risk Factors

In addition to the other information contained in this Annual Report, you should carefully consider the following risk

factors before investing in our common shares. If any of the possible events described below were to occur, the business,

financial condition and results of operations of the Millicom Group could be materially and adversely affected. If that

happens, the market price of our common shares could decline, and you could lose all or part of your investment.

Summary of Risk Factors

The following is a summary of the risk factors our business faces. The list below is not exhaustive, and investors

should read this "Risk Factors" section in full. Some of the risks we face include:

• our ability to adapt to rapid technological change and continually evolving industry standards;

• our ability to generate expected returns on substantial investments;

• our ability to expand our customer base and retain market share by developing and operating our mobile,

cable and broadband networks, Mobile Financial Services ("MFS") and distribution systems;

• our ability to achieve the anticipated benefits following the acquisition of the remaining 45% equity interest in

our Guatemala business;

• the potential adverse effects of long-term content and service commitments;

• the impact of rising content and programming costs;

• our dependence on the availability of an attractive selection of programming from content providers;

• the impact of competition from a variety of content and programming platforms on the demand for our pay-

TV services;

• our ability to acquire and renew licenses for spectrum and comply with the terms and conditions of the

licenses;

• the potential adverse impact of legal proceedings, litigation, and government investigations;

• the failure of our MFS product to gain sufficient market acceptance;

• the impact of equipment and network systems failures, including as a result of a natural disaster, sabotage or

terrorist attack;

• risks associated with the collection and processing of customer personal data;

• the failure to prevent or rapidly detect and respond to cyber-attacks, and the disruption such failure could

cause to our networks and systems;

• the impact of pandemics and other public health crises on our operations, business and financial condition;

• our ability to compete with larger providers of telecommunications, cable and broadband services;

• our dependency on key suppliers to provide us with products, devices, networks and systems;

• the effect of international actions on our supply chain, including trade sanctions;

• our reliance on third parties to operate and maintain parts of the networks we use;

• our access to interconnection and capacity agreements that are required to transmit voice and data to and

from our networks;

• the impact of the political, legal and economic risks associated with the emerging markets in which we

operate;

• our ability to successfully implement our strategic priorities, including through acquisitions or mergers, and

efficiently allocate capital;

• our ability to access debt and capital markets for our financing, refinancing, investing and operating needs;

• our dependence on short-term mobile revenue that is generated from prepaid customers;

• the effect that changes in economic, political and regulatory conditions in the United States could have on the

economies in which we operate;

• the impact of fluctuations or devaluations in local currencies in the markets in which we operate;

• our ability to convert local currencies into U.S. dollars to make payments, including on our indebtedness;

• the failure of our risk management and internal controls to prevent or detect fraud, violations of law or other

inappropriate conduct;

• the impact of U.S. or other international sanctions laws, including restrictions on our ability to interact with

business partners or government officials;

• our ability to obtain, maintain, enforce or defend the intellectual property rights required to conduct our

business;

• the effect of work stoppages that result from renegotiations of our labor contracts;

• our ability to generate cash in order to service our debt;

• our dependency on cash flow from our operations in Guatemala; and

• our ability to effectively monitor and respond to expectations regarding environmental, social and

governance matters.

Additionally, the risk factors described in this section have been separated into four separate but interrelated areas:

1. Risks related to the telecommunications, cable and MFS industries

2. Risks related to Millicom’s business in the markets in which it operates

3. Risks related to Millicom’s size, structure and leadership

4. Risks related to share ownership, governance practices, and registration with the Securities and Exchange

Commission ("SEC")

1. Risks related to the telecommunications, cable and MFS industries

a. Evolution of the telecommunications, cable and MFS industries

The telecommunications industry is characterized by rapid technological change and continually evolving

industry standards.

The telecommunications industry is characterized by rapidly changing technology and evolving industry

standards. The technology we use is increasingly complex, which leads to higher risks of implementation

failure or service disruption. Success in the industry is increasingly dependent on the ability of operators to

adapt to the changing technological landscape. The technologies utilized today may become obsolete or

subject to competition from new technologies in the future. For example, our hybrid fiber-coaxial ("HFC")

services may become obsolete once faster and more affordable fiber-to-the-home ("FTTH") services are

available for consumers.

Growth in internet connectivity has led to the proliferation of entrants offering Voice over Internet

Protocol (“VoIP”) services, video content services, and messaging services delivered over the internet. Such

operators could displace the services we provide by using our customers’ internet access (which may or may

not be provided by us) to enable the provision of communication, entertainment and information services

directly to our customers. Failure to transform to data-driven products could have a negative impact on our

legacy services and impact our results from operations.

Our ability to attract and retain customers is, in part, dependent on our ability to meet customer demand

for new technology at the same, or at a quicker rate, than our competitors are able to do.

Failure to adapt and evolve could harm our competitive position, render our products obsolete and

cause us to incur substantial costs to replace our products or implement new technologies.

Implementing new technologies requires substantial investments which may not generate expected

returns.

The introduction of new technologies may require significant capital expenditure on infrastructure, and

there can be no guarantee that those investments will generate expected returns. For example, penetration

rates for fixed broadband services in our markets are low relative to penetration rates in other markets

globally. As the use of these services has the potential to increase substantially over time, we have expended

significant resources to deploy both HFC and FTTH networks in several of our markets. However, an

increasing number of local and regional providers of fiber connections are offering internet services with the

same or higher data speeds at competitive prices, and competition for dedicated fiber optic services is

intense. While we continue to expand these networks with the intention of capturing the anticipated

demand, future offerings by our competitors that are aggressively priced or that offer additional services may

prevent us from achieving the expected returns on this investment. If we are required to implement new

technologies that are unable to generate sufficient returns, our profitability and ability to generate cash flow

would be negatively affected, and we may be required to scale back our investments or delay the

implementation of new technologies, which may have a negative impact on our growth and ability to attract

and retain customers.

In addition, if competitive or other factors compel the need to invest in new technologies earlier than

anticipated, previous equipment or technology may need to be impaired or written-down if replaced earlier

than originally anticipated.

If we cannot successfully develop and operate our mobile, cable and broadband networks, MFS and

distribution systems, we will be unable to expand our customer base and may lose market share and

revenue.

Our ability to increase or maintain our market share and revenue is partly dependent on the success of

our efforts to expand our business, the quality of our services and the management of our networks and

distribution systems. As new technologies are developed or upgraded, such as advanced 5G systems and

fiber optic cable networks, our equipment may need to be replaced or upgraded or we may need to rebuild

our mobile, cable or broadband network, in whole or in part. In some cases, the COVID-19 pandemic

accelerated the transition from traditional to digital services, including MFS, and the heightened customer

expectations in these areas may require us to invest greater resources in technological improvements.

The initial build-out of our networks and distribution systems, together with sustaining sufficient

network performance and reliability, is a capital-intensive process that is subject to risks and uncertainties

which may delay the introduction of services and increase the cost of network construction or upgrade. With

regard to our strategic efforts in broadband services, we seek to increase our market share in both the

residential and commercial broadband markets by investing significant resources in HFC and FTTH networks,

in addition to fixed broadband services through wireless communication networks, known as fixed wireless

access ("FWA"). The provision of broadband services is highly capital intensive, and the long-term nature of

the return on investment increases the risks to our operations. Potential difficulties include constraints on our

ability to fund additional capital expenditures, as well as external forces, such as obtaining necessary permits

from regulatory and other local authorities.

Unforeseeable technological developments may also render our services or distribution channels

unpopular with customers or obsolete. To the extent we fail to expand, upgrade and modernize our networks

and distribution systems on a timely basis relative to our competitors, we may not be able to expand our

customer base and we may lose customers to competitors. If any of these risks materialize, we may be at a

competitive disadvantage, which could result in the loss of customers or the inability to attract new

customers and maintain or grow our market share. In turn, this would impact our revenue and profitability

and our ability to generate cash to grow or sustain our businesses.

b. Content and content rights

Content and programming costs are rising (especially those with exclusivity rights), and we may not be

able to pass the increased costs on to our customers.

In recent years, the cable TV and direct-to-home satellite TV industries (together “pay-TV”) have

experienced a rapid escalation in the cost of content rights and programming. We expect these costs may

continue to increase, particularly those related to exclusive and live broadcasts of sporting and other events.

As of December 31, 2023, we had exclusivity rights over certain local soccer content in several of our markets,

including Bolivia, Costa Rica, El Salvador, Guatemala, Honduras, Panama and Paraguay, and we expect that

the costs of these rights may continue to increase significantly. If we are unable to moderate the growth in

these costs or fully pass them on to our customers in the form of price increases, we may lose our rights to

this content. Any failure to maintain such rights may reduce the desirability of our networks and negatively

affect our profitability.

In addition, content is often priced in U.S. dollars, which may result in fluctuations in costs in the

countries in which we sell content due to foreign exchange fluctuations.

We make long-term content and service commitments in advance even though we cannot predict the

popularity of the services or ratings the programming will generate, and our mobile applications and

cable content may not be accepted or widely used by our customers.

We acquire rights to distribute certain content or services for use by our mobile, pay-TV and broadband

customers, and we have strategic partnerships with major digital players, such as Amazon. We make long–

term commitments in advance even though we cannot predict the popularity of the services or ratings the

programming will generate. In some instances, our commitments include minimum guarantees, which

means that we are required to pay a certain agreed upon amount regardless of the amount collected from

the provision of such services. The commercial success of applications or content also depends on the quality

and acceptance of other competing applications or content released into the marketplace at or near the

same time.

The success of our pay-TV services depends on our ability to access an attractive selection of television

programming from content providers.

The ability to provide movie, sports and other popular programming is a major factor that attracts

customers to pay-TV services. We may not be able to obtain sufficient high-quality programming from third-

party producers or exclusive sports content for our cable TV services on satisfactory terms or at all in order to

offer compelling cable TV services, which could result in reduced demand for, and lower revenue and

profitability from, our cable services.

Consumers are increasingly able to choose from a variety of platforms from which to receive content and

programming.

A number of content providers have begun to sell their services through alternative distribution

channels including IP-based platforms, smart-TVs and other app-compatible devices. Consumers may choose

to purchase on-demand content through these alternative transmission methods, which may lead to

reduced demand for our pay-TV services. If our customers choose to source their content through

transmission methods that we do not offer, our customer base and revenue generation from content-related

services such as pay-TV may decline, which would negatively impact our cash flow generation and return on

investment in content-related services.

We may be subject to legal liability associated with providing online services or media content.

We host and provide a wide variety of services and products that enable our customers to conduct

business, and engage in various online activities. The law relating to the liability of providers of these online

services and products for the activities of their customers is still unsettled in some jurisdictions. Claims may

be threatened or brought against us for defamation, negligence, breaches of contract, copyright or

trademark infringement, unfair competition, tort, including personal injury, fraud, or other theories based on

the nature and content of information that we use and store. In addition, we may be subject to domestic or

international actions alleging that certain content we have generated or third-party content that we have

made available within our services violates applicable law or third-party rights.

We also offer third-party products, services and content. We may be subject to claims concerning these

products, services or content by virtue of our involvement in marketing, branding, broadcasting, or providing

access to them, even if we do not ourselves host, operate, provide, or provide access to these products,

services or content. Defense of any such actions could be costly and involve significant time and attention of

our management and other resources, may result in monetary liabilities or penalties, and may require us to

change our business in an adverse manner. For example, in Colombia we have faced litigation for the

provision of services to customers that used our mobile services to attempt to extort money from third

parties.

c. Licenses and spectrum

Available spectrum is limited, closely regulated and increasingly expensive.

The availability of spectrum is limited, closely regulated and can be expensive, and we may not be able

to obtain it from the regulator or third parties at all or at a price that we deem to be commercially acceptable

given competitive conditions. If we acquire spectrum through acquisition, regulators may require us to

surrender spectrum to secure regulatory approval. We may need to incur significant capital expenditures in

order to acquire or renew licenses or access infrastructure needed to continue to offer services to our

customers or improve our current services.

Additional or supplemental licenses may be required to implement 5G technology in order to remain

competitive, and we may be unable to acquire such licenses on reasonable terms or at all.

We may not be able to acquire or retain sufficient quantities of spectrum in our preferred band(s) which

could impact the quality and efficiency of our networks and services and may negatively impact our

profitability.

Our licenses may be suspended or revoked and we may be fined or penalized for alleged violations of law

or regulations.

If we fail to comply with the conditions of our licenses or with the requirements established by the

legislation or if we do not obtain permits for the operation of our networks and equipment, use of

frequencies or additional licenses for broadcasting directly or through agreements with broadcasting

companies, we may not have sufficient opportunity to cure any non-compliance. In the event that we do not

cure any non-compliance, the applicable regulator may: levy fines; suspend or terminate our licenses,

frequency permissions, or other governmental permissions; or refuse to renew licenses that are up for

renewal.

Most of our licenses are granted for finite periods.

Most of our licenses are granted for specified terms, and we have no assurance that any license will be

renewed upon expiration. Licenses due to expire in the near term include our licenses for pay-TV and fixed

telephone services in Honduras (2024), certain spectrum licenses for mobile services in Colombia (2024), pay-

TV services in Panama (2024) and the general license covering all services in Costa Rica (2024).

Licenses may contain additional obligations.

Licenses may contain additional obligations, including payment obligations and requirements to cover

reduced service areas or permit a more limited scope of service (for example, around prisons in El Salvador

and Honduras). The cost of extending coverage to reduced service areas may exceed the revenue generated

from providing such services. Licenses may also contain coverage obligations, like in Colombia where 700

MHz frequency acquisitions were paid partly with cash and partly by committing to provide coverage to

1,636 districts over the course of five years. In addition, increased regulations may impose additional

obligations on operators and these obligations may affect the retention and renewal of licenses or spectrum.

For more information, see “Information on the Company—Business Overview—Regulation.”

d. Quality and resilience of networks and service

Equipment and network systems failures, including as a result of climate change, a natural disaster,

sabotage or terrorist attack, could negatively impact our business.

Our business is dependent on certain sophisticated critical systems, including exchanges, switches, fiber,

cable headends, data centers and other key network elements, physical infrastructure and billing and

customer service systems. Our technological infrastructure is vulnerable to damage and disruptions from

numerous factors, including climate change, fire, flood, windstorms and other natural disasters and extreme

weather events, power outages, terrorist acts, equipment and system failures, human errors and intentional

wrongdoings, including breaches of our network and information technology security. For example, in 2020,

our mobile network was partially affected due to storm damage in Honduras, which resulted in the

deterioration of service in certain parts of the country. Ongoing risks to our network include state-sponsored

censorship, sabotage, theft and poor equipment maintenance.

Inability to manage a crisis could harm our brand and lead to increased government obligations in the

future.

Telecommunications networks provide essential support to first responders and government authorities

in the event of natural disasters, terrorist attacks, pandemics and other similar crises. If we fail to develop and

implement detailed business continuity and crisis management plans, we may be unable to provide service

at the level that is required or perceived to be required by the government, the regulator, our customers and

by the public at large, and this could lead to reputational harm and to new and burdensome regulatory

obligations in the future.

e. Regulation

The telecommunications and broadcasting market is heavily regulated.

The licensing, construction, ownership and operation of mobile telephone, broadband and cable TV

networks, and the grant, maintenance and renewal of the required licenses or permits, as well as radio

frequency allocations and interconnection arrangements, are regulated by national, state, regional or local

governmental authorities in the markets in which we operate, which can lead to disputes with government

regulators. For example, in 2013, the Colombian regulator challenged Colombia Móvil’s license fee, stating

that it should be a significantly higher amount than we had recorded, although Colombia Móvil prevailed.

Certain other aspects of mobile telephone operations, including rates charged to customers, resale of

mobile telephone services, and user registrations may be subject to public utility regulation in each market.

Also, because of our market share, regulators could impose asymmetric interconnection or termination rates,

which could undermine our competitive position in the markets in which we operate.

Changes in regulations may disrupt our business activities and reduce our revenue and profit margins for

mobile services.

Regulatory changes may reduce or prohibit the provision of our services on a temporary or long-term

basis. For example, since 2014, mobile operators in El Salvador and Honduras have been required to shut

down services or reduce signal capacity in and around prisons. Similar laws have been enacted in Guatemala,

although these were later nullified.

Moreover, regulations which make it commercially unviable to subsidize our mobile customers’

handsets; set an expiry date on when our customers must use their prepaid minutes, data or short message

service ("SMS") bundles; or prohibit certain automatic deductions to customer accounts, could reduce

revenue and profit margins for mobile services. For example, in 2015, the regulator in Colombia determined

that handsets and telecommunication services could not be bundled and had to be invoiced separately. This

had a direct impact on handset affordability and caused a sharp decline in our handset sales. In 2016, the

regulator in Paraguay extended the unused prepaid data allowance from 30 to 90 days, which impacted the

frequency at which a portion of our prepaid customers purchase additional data allowances from us. In 2019,

the Legislative Assembly in El Salvador made a reform to the Consumer Protection Law, which required a

change in the telecommunication companies' commercial activities. The reform called for the maintenance

of unused data allowances for up to 90 days and prohibited automatic renewals, changing our financial

results. Additionally, the reform banned broadcasts and collection activities outside business hours,

impacting our clients' churn trends and payment behavior. In 2022, the Bolivian regulator prohibited

operators from automatically making deductions to prepaid customer accounts for data usage services on an

on-demand basis unless the customer has expressly opted-in to receive on-demand data. As a result, when a

prepaid customer uses up their data allowance, the operator cannot automatically begin charging such user

on an on-demand basis and must, instead, cancel data access until such customer either purchases a new

data package or accepts on-demand data.

Our MFS product may be subject to new legislation and regulation.

We provide a broad range of MFS such as payments, money transfers, international remittances, real-

time loans and micro-insurance. In most markets in which we have launched MFS, the laws and regulations

governing our MFS are new and evolving, and, as they develop, regulations could become more onerous,

requiring licensing by or registration with local regulators, imposing additional reporting or controls or

limiting our flexibility to design new products, which may limit our ability to provide our services efficiently or

at all.

The lack of established laws and regulations may make it difficult to identify which licenses and

approvals (if any) are necessary and the processes for obtaining them, as well as the implications of holding

such licenses or receiving such approvals. For the same reason, we cannot be certain that we will be able to

maintain licenses and approvals that we previously obtained, or renew them upon their expiration. While we

currently believe that some of our MFS activities fall outside the scope of licensing requirements and do not

require certain approvals, there can be no assurance that our interpretations of the rules and their

exemptions are or will remain consistent with those of local regulators.

We have, in most of our markets, seen that fintech legislation is evolving, particularly as it relates to anti-

money laundering and suspicious activity reporting. Any such changes may require us to make additional

investments in tools and resources to meet such requirements. If we are unable to modify our service

provision in time to comply with any new regulatory requirements, or new regulations are applied

retroactively, we may be subject to penalties and the discontinuation or restriction of our operations, which

could have a material adverse effect on our business, financial condition and results of operations.

For more information on the regulatory environment in the markets in which we operate, see

“Information on the Company—Business Overview—Regulation.”

f. Cybersecurity and data protection

Cyber-attacks may cause equipment failures that render our networks or systems inoperable and could

cause disruptions to our customers’ operations.

Cyber-attacks, including through the use of malware, viruses, denial of services attacks, credential

harvesting, social engineering and other means for obtaining unauthorized access to or disrupting the

operation of our networks and systems and those of our suppliers, vendors and other service providers, could

have an adverse effect on our business. Cyber-attacks may cause equipment failures as well as disruptions to

our customers' operations. Cyber-attacks against companies, including Millicom, have increased in frequency,

scope and potential harm in recent years.

The inability to operate or use our networks and systems or those of our suppliers, vendors and other

service providers as a result of cyber-attacks, even for a limited period of time, may result in significant

expenses to Millicom and/or a loss of market share to other communications providers. Although we have

taken and continue to take measures designed to prevent, detect and mitigate such incidents, there can be

no assurance that we will be able to adequately anticipate or prevent them, as the techniques used are

constantly evolving. The costs associated with a major cyber-attack on Millicom could include expensive

incentives offered to existing customers and business partners to retain their business, increased

expenditures on cybersecurity measures and the use of alternate resources and lost revenue from business

interruption and litigation.

Cyber-attacks could result in data loss or other security breaches.

Our business involves the receipt, storage, and transmission of confidential information, including

sensitive personal information and payment card information, confidential information about our employees

and suppliers, and other sensitive information about Millicom, such as our business plans, transactions and

intellectual property. Unauthorized access to confidential information may be difficult to anticipate, detect,

or prevent. We have been subject in the past, and may be subject again, to unauthorized access or

distribution of confidential information by third parties or employees, errors or breaches by third-party

suppliers, or other breaches of security that compromise the integrity of confidential information.

As many companies do, Millicom has experienced occurrences of breaches, phishing, ransomware

attacks, blackmail and internal and external malicious actors targeting our systems, networks and data.

Ransomware attacks are a type of cyber-attack in which a business becomes unable to access its own

information and is presented with a demand to pay ransom in order to recover access to its information. In

recent years, we have been subject to web portal attacks, ransomware attacks or threats relating to our

operations in several Latin American countries, including El Salvador, Bolivia, Nicaragua, Guatemala, Panama,

Paraguay and Colombia. While the effect that these attacks and threats have had on our services was minimal

and resulted in limited data loss or release of customer data to date, there can be no assurance that we will

be able to prevent future cyber-attacks that result in a material loss of data or other security breaches.

Our control environment and controls may not be sufficient to prevent or rapidly detect and respond to

cyber-attacks, or identify the perpetrators of such attacks.

The perpetrators of cyber-attacks are not restricted to particular groups or persons. These attacks may be

committed by company employees or external actors operating in any geography, including jurisdictions

where law enforcement measures to address such attacks are unavailable or ineffective, and may even be

launched by or at the behest of nation states. Cyber-attacks may occur alone or in conjunction with physical

attacks, especially where disruption of service is an objective of the attacker. While we have established

security controls that are designed to detect and prevent cyber-attacks, and continue investing in improving

our security controls, such attacks are becoming increasingly complex and sophisticated, and our control

environment may not be sufficient to address future threats.

We collect and process customer personal data.

We increasingly collect, use and store customer personal data that is protected by privacy and data

protection laws. Data privacy laws and regulations apply broadly to the collection, use, storage, disclosure

and security of personal information that identifies or may be used to identify an individual, such as names

and contact information. Many countries have additional laws that regulate the processing, retention and use

of communications data (both content and metadata), and in some countries, authorities can intercept

communications, sometimes directly or without our knowledge. These laws and regulations are subject to

frequent revisions and differing interpretations, and have generally become more stringent over time.

Requests from local law enforcement for customer data may also come into conflict with applicable

privacy and data protection laws and customer expectations, creating risks to our local businesses arising

from our responses to these requests.

Since we may offer certain services accessed by, or provided to customers within, the European Union

and the United States, we may be subject to the European Union and U.S. privacy and data protection

regulations, which impose significant penalties for non-compliance.

In addition, most of the countries in which we operate are considering or have passed legislation

imposing data privacy requirements that could increase the cost and complexity of providing our services.

Although we take precautions to protect data, we cannot guarantee that our safeguards will prevent any

leakage of certain data or any unauthorized use. If changes are made to data privacy laws and regulations,

we may need to incur additional costs to ensure that we are in compliance with such changes, which could

include investments in data processes, data collection tools or data warehouses to further protect customer

and employee data.

g. Competition

Our industry is experiencing consolidation that may intensify competition among operators.

The telecommunications and cable industry has been characterized by increasing consolidation and a

proliferation of strategic transactions. As a result, we are increasingly competing with larger competitors that

may have substantially greater resources than we do. We expect this trend of consolidation and strategic

partnering to continue. Acquisitions or strategic relationships could harm us in a number of ways. For

example:

• competitors could acquire or enter into relationships with companies with which we have strategic

relationships and discontinue our relationship, resulting in the loss of distribution opportunities for our

services or the loss of certain enhancements or value-added features to our services; for example, if a

competitor entered into partnerships or negotiated exclusive rights to premium content, this could

result in consumers choosing to move away from our service offerings to those of our competitors;

• a competitor could be acquired by a party with significant resources and experience that could increase

the ability of the competitor to compete with our services, as was the case when América Móvil acquired

the mobile business of Telefónica in Guatemala and when a subsidiary of Liberty Latin America Ltd.

acquired América Móvil's operations in Panama; and

• other companies with related interests could combine to form new, formidable competition, which

could preclude us from obtaining access to certain markets or content, or which could dramatically

change the market and demand for our services, as was the case with the bankruptcy of Digicel Group

One Limited. If global companies that offer services such as information, social media or on-demand

content services obtained or entered into distribution agreements with infrastructure partners in our

markets, we could lose customers to those providers.

Consumers in our industry can change service providers relatively easily at little to no cost, which renders

the competition for subscribers between operators intense.

If new competitors enter into our markets or existing competitors offer more competitively priced

products or services, such as eliminating installation fees, subsidizing handsets, modems, wireless routers or

set-top boxes, or offering content, channels or applications that we do not offer, our customers may move to

another operator. Most of our mobile customers are prepaid, which allows them to switch operators at any

time without monetary penalty, and some of our cable operator competitors incentivize customers to accept

longer contracts, making it difficult to subsequently switch operators.

Some of our customers use devices with dual SIM card capability, allowing them to also utilize our

competitors' services, which may negatively affect our mobile revenue. If we are unable to develop strategies

to encourage customers to retain us as their primary or sole provider, we could lose a larger percentage of

our revenue to our competitors. Mobile number portability in our markets removes a disincentive to

changing providers and increases competition and churn. As devices with eSIMs are introduced in our

markets, allowing customers to change providers without changing their SIM cards, churn and pricing

competition among providers may also increase.

If we are unable to compete effectively and match or mitigate our competitors' strategies or aggressive

competitive behavior, in pricing our services or acquiring new and preferred customers, or if we are unable to

develop strategies to encourage customers to retain us as their primary or sole provider, we could suffer

adverse revenue impacts or higher costs for customer retention, which could, individually or together, have a

material adverse effect on our business, financial condition and results of operations.

Consumers in the telecommunications industry now have many alternative means of communicating.

The proliferation of VoIP and video streaming offerings and other services delivered over the internet

(referred to as “Over-the-Top” or “OTT” services) for voice, instant messaging, and video content has

significantly increased competitive risk and has driven down revenue from legacy voice, SMS and linear TV

services. While these alternative communication methods require usage of data, there are no guarantees that

consumers will use our networks to obtain data services.

h. Environment and sustainability

Failure to comply with environmental requirements could result in monetary fines, reputation damage or

other obligations.

Certain of our business operations are subject to environmental laws and regulations since they involve

fuel consumption, carbon dioxide emission, and disposal of network equipment and old electronics.

Environmental requirements have become more stringent over time, and pending or proposed new

regulations could impact our operations or costs.

Increasing scrutiny and evolving expectations from customers, regulators, investors and other

stakeholders with respect to our environmental, social and governance practices may impose additional

costs on us or expose us to new or additional risks.

Companies are facing increasing scrutiny from customers, regulators, investors and other stakeholders

with respect to their environmental, social and governance (“ESG”) practices. Views about ESG are diverse

and rapidly changing, particularly as they relate to the environment, health and safety, diversity, labor

conditions and human rights. New regulations or guidance relating to ESG standards, as well as the

perspectives of customers, investors and other stakeholders regarding these standards, may affect our

business activities and increase disclosure requirements, which may increase costs. If investors and other

stakeholders determine that we have not made sufficient progress on or adequately addressed ESG matters,

we could be subject to negative publicity in traditional or social media, and our reputation, ability to retain

customers and employees, and financial condition and results of operations could be adversely affected.

i. Supplier management

We are dependent on key suppliers to provide us with products and devices.

We rely on handset distributors, manufacturers and application developers to provide us with the

handsets, hardware and services demanded by our customers. The key suppliers of our handsets and set-top

boxes, in terms of both volume of sales and importance to our operations, are Apple, B-Mobile, Blu, Honor,

Motorola, Samsung, Sky, Tecno, Xiaomi and ZTE. We import directly from original equipment manufacturers

("OEMs"), or we source our handsets through their authorized distributors in each of our markets.

We are dependent on key suppliers to provide us with networks and systems.

We seek to standardize our network equipment to ensure compatibility, ease equipment replacement

and reduce downtime of our network and contract with a limited number of international suppliers to

achieve economies of scale, which means that we rely on a limited number of manufacturers to provide

network and telecommunications equipment and technical support. The key suppliers of equipment and

software for our existing networks are Huawei, Ericsson, Nokia, Commscope, Harmonic, Kaon, Vantiva,

Juniper, Intraway and VMWare.

We have limited influence over these key suppliers, and even less over their suppliers and the continuity

of their supply chains, which could be disrupted in many ways. Therefore, we cannot assure you that we will

be able to obtain required products or services on favorable terms or at all. Any failure of key suppliers to

provide software and equipment could interfere with our operations. For example, in recent years, we

experienced significant disruptions in the supply of microchips due to a global shortage that affected our

suppliers, which we addressed by accumulating strategic inventories and substituting alternative products to

sustain our operations. While we did not experience such disruptions in 2023, there can be no assurance that

we will not be subject to future shortages or other similar disruptions, which could have a significant adverse

effect on our business.

International actions including trade sanctions could disrupt or otherwise negatively impact our supply

chain.

In May 2019, the U.S. government announced executive action aimed at addressing U.S. national security

risks arising from the use of non-U.S. technology. In furtherance of this order, the U.S. Department of

Commerce issued an interim final rule in January 2021 that allows the U.S. government to prohibit certain

information and communications technology and services (“ICTS”) transactions to address U.S. national

security threats. In June 2023, the U.S. Department of Commerce issued a final rule that amended the ICTS

interim final rule, which clarified the scope and criteria relevant to evaluating whether certain ICTS

transactions present U.S. national security threats. Although the extent and potential consequences of the

U.S. government's review of ICTS transactions remain uncertain, they may have a material adverse effect on

our ability to maintain and expand our networks and business. There are a number of alternative suppliers

available to us; however, if we are unable to obtain adequate alternative supplies of equipment or technical

support in a timely manner, on acceptable commercial and pricing terms, our ability to maintain and expand

our networks and business may be materially and adversely affected.

We rely on interconnection and capacity agreements, the terms of which could be made less favorable due

to market participants or regulatory changes.

Interconnection and capacity agreements are required to transmit voice and data to and from our

networks. Our ability to provide services would be hampered if our access to local interconnection and

international capacity was limited, or if the commercial terms or costs of interconnection and capacity

agreements with other local, domestic and international carriers of data and communications were

significantly altered, or if an operator is not able to provide interconnection due to operation and

maintenance issues or natural disasters.

We depend upon certain third parties to operate and maintain parts of the networks we use, including

certain towers and network infrastructure, and related services.

In 2023, after determining that ownership of mobile communications towers no longer confers a

competitive advantage, we began the process of moving towers at more than 9,000 sites into a separate

company, as further discussed under "Information on the Company—Business Overview—Property, Plant

and Equipment—Tower infrastructure." Although the transfer has not yet been fully completed, we

anticipate that the carved-out tower company may be ultimately owned and controlled by a third party.

Further, we have sold and leased back a significant number of our towers, and we may engage in similar

transactions in the future.

We also have entered into managed services agreements in certain of our markets to outsource the

maintenance and replacement of our network equipment. Although the contracts impose performance

obligations on the operators and tower management companies, we cannot guarantee that they will meet

these obligations or implement remedial action in a timely manner, which may result in these towers or

networks not being properly operated. If our managed services agreements terminate, we may be unable to

find a cost-effective, suitable alternative provider, and we may no longer have the necessary expertise in-

house to perform comparable services. For example, if our tower network service provider is unable to

properly maintain our towers, we may suffer a degradation in the quality or coverage of our mobile services.

We and our customers are dependent on third-party suppliers of electricity to power transmission and

customer premise equipment.

Significant failure or disruption in the supply of power to the businesses and households that subscribe

to our services, or to the data centers that we operate, could have a negative impact on the experience of our

customers, which could result in claims against us for failure to provide services and reduce our revenue.

2. Risks related to Millicom’s business in the markets in which it operates

The outbreak of pandemics or other public health crises has had, and may again have, a significant

negative effect on our operations, business and financial condition.

The outbreak of a pandemic or similar public health crises (including COVID-19) could significantly

disrupt our business operations for an extended period. The measures taken to combat a pandemic or public

health crisis and ameliorate its effects, such as the closing of retail stores or other distribution channels, as

well as other government mandates to provide services to non-paying clients, have had, and may again have,

a significant negative effect on our operations.

The full impact of a pandemic or public health crisis cannot be predicted and depends on several factors,

including the geographic spread and duration of the illness, the resurgence or emergence of variant strains

of the illness, the availability and effectiveness of vaccines, vaccine hesitancy, the response by governments,

private sector participants and the public to contain the illness or address its impacts, and the associated

disruption to business and commerce generally, all of which are highly uncertain and could have a significant

adverse effect on our business.

a. Emerging Market Risks

Most of our operations are in emerging markets that may be subject to greater risks than more developed

markets, including in some cases significant political, legal and economic risks.

Emerging market governments and judiciaries often exercise broad, unchecked discretion, and are

susceptible to abuse and corruption and rapid reversal of political and economic policies on which we

depend. Political and economic relations among the countries in which we operate are often complex and

have resulted, and may in the future result, in conflicts, which could materially harm our business.

The economies of emerging markets are vulnerable to market downturns and economic slowdowns

elsewhere in the world. Emerging markets are also subject to adverse global political events and geopolitical

tensions, such as the ongoing conflict between Russia and Ukraine. Such events may result in sanctions,

disruptions in global supply chains, military actions and macroeconomic instability, each of which may

adversely affect the economies of emerging markets. As has happened in the past, financial problems or an

increase in the perceived risks associated with investing in emerging economies could dampen foreign

investment in these markets and materially adversely affect their economies, which may cause our business

and results of operations to suffer.

Turnover of political leaders or parties in emerging markets as a result of a scheduled election upon the

end of a term of service or in other circumstances may also affect the legal and regulatory regime in those

markets to a greater extent than turnover in established countries. Some of the emerging markets in which

we operate are susceptible to social unrest, which may lead to military conflict in some cases.

b. Strategy and strategic direction

We may not be able to successfully implement our strategic priorities.

Our strategic priorities include, among others, expansion of our high-speed data networks (4G, HFC and

FTTH), facilitation of growth in our mobile data and fixed broadband segments, implementation of 5G

technology transformation projects to improve our operating performance and efficiency, implementation of

cost efficiency programs and the creation of, and potential sale of interests in, legal entities to separate our

Tigo Money and Towers businesses from our telecommunications service operations. We also regularly

evaluate potential opportunities to consolidate or form strategic partnerships or alliances with other large

competitors. There can be no assurance that our strategy will be successfully implemented and will not cause

changes in our operational efficiencies or structure, or that it will achieve the desired financial or operational

objectives. In addition, the implementation of our strategic priorities could result in increased costs, conflicts

with employees, local shareholders and other stakeholders, business interruptions, and difficulty in recruiting

and retaining key personnel. Further, we could enter into partnerships or strategic alliances that require

significant investment or other undertakings from us (including non-compete agreements) or that limit our

financial flexibility or pose limitations on our ability to control or exercise significant influence over

companies or businesses in which we have an ownership stake or over which we exercise control, which

could, in turn, result in our having to deconsolidate assets, liabilities and results of operations associated with

those businesses.

Lack of sufficient information or poor quality of available information regarding our industry, operations

or markets may lead to missed opportunities or inefficient capital allocation.

As the factors we consider in formulating our strategy change (including information, such as customer

data insights or new markets into which we may consider entering), we face the risk of not having access to

sufficient industry, operational or market data inputs to properly inform our decision-making or needing to

rely on poor-quality information. There is also a risk that the data to which we have access will be analyzed

improperly, if the relevant personnel lack appropriate experience, oversight, or relevant skill sets in data

analysis, including through insufficient consideration of interrelationships of key variables such as market

dynamics, trends, availability of cash and resources, agility, opportunities and risk factors affecting our

business. If we are forced to make assumptions regarding key variables and are unable to consider

alternatives to, and consequences of, strategic decisions on a fully informed basis, it may lead to missed

opportunities or inefficient capital allocation that could have an adverse effect on our business, financial

condition or results of operations.

We may not achieve the anticipated benefits following the acquisition of the remaining 45% equity

interest in our Guatemala business.

On November 12, 2021, we signed and closed an agreement to acquire the remaining 45% equity

interest in our Guatemala joint venture business from our local partner for $2.2 billion in cash. In November

2021, we obtained bridge financing to fund the acquisition, which we refinanced in part with the issuance of

equity and long-term debt. We also consolidated the indebtedness from our Guatemala joint venture

business in connection with the acquisition. Our leverage and debt service requirements may make it more

difficult for us to capitalize on changes in market conditions or other strategic opportunities. While we have

taken, and will continue to take, steps to facilitate the growth of our operations in Guatemala and improve

our operating performance and efficiency, our strategy may ultimately prove to be unsuccessful. If we are

unable to generate sufficient cash flow from our operations in Guatemala and future borrowings are not

available, we may not be able to pay our indebtedness or fund our other liquidity needs, which could have a

material adverse effect on our business, financial condition and results of operations.

c. Industry structure, market position and competition

We face intense competition from other larger telecommunications and cable and broadband providers.

The markets in which we operate are highly competitive. Our main mobile and fixed competitors include

major international and regional telecommunication providers such as América Móvil, Telefónica and Liberty

Latin America. Many of our main competitors have substantially greater resources than we do in terms of

access to capital. Some of our competitors are state-owned entities, which may prioritize social objectives

over profitability. In some of our markets, our competitors may have access to more spectrum and provide

greater or better area coverage, and they may face fewer regulatory burdens than we do.

We have a weaker market position in mobile services and face a challenging competitive environment in

Colombia, our largest market.

Relative to our other markets, the mobile services sector in Colombia is characterized by having more

competitors, including América Móvil and Telefónica, which are larger than us, and by having more stringent

regulatory conditions. Relative to our other markets for mobile services, our competitive position is also

weaker in Colombia, where we are the third largest mobile operator. Additionally, new competitors have

been and may continue to be awarded mobile spectrum, including WOM, which entered the Colombian

market in April 2021.

Given the importance of Colombia to our results, if we are unable to sustain or improve our position in

the mobile services sector, this could have a material impact on our consolidated financial results.

Competition is driven by a number of factors, most notably price and increasingly customer experience.

Within our markets, operators compete for customers principally on the basis of price, promotions,

services offered, advertising and brand image, quality and reliability of service, mobile coverage and overall

customer experience. Telecom services are largely commoditized services, and the ability to differentiate

these services among operators is limited. Competition may result in pricing pressure, reduced margins and

profitability, an increase in customer churn and reduced revenue and market share.

The effects of competition have been exacerbated by recent inflationary pressures, and the need to

increase prices for our products and services has become increasingly more common. Competitive pressures

could prevent us from implementing or sustaining such price increases, or implementing price increases that

are commensurate with inflation, which may have a material adverse impact on our business, financial

condition and results of operations.

There may be more mobile operators than the market is able to sustain.

Additional licenses may be awarded in already competitive markets, and regulators may incentivize

competition by offering favorable conditions to new entrants, such as holding spectrum auctions in which

certain blocks of spectrum are reserved for new entrants, or by capping the amount of spectrum that existing

players can acquire, as in Colombia's 2019 auction of licenses to use a total of 40 MHz in the 700 MHz band.

Entry by new competitors may have a significant disruptive effect on our markets.

New competitors may enter our markets with pricing or other product or service strategies, primarily

designed to gain market share, that are significantly more competitive than our offers, leading to, for

example, significant price competition and lower margins or increased churn.

In certain of our mobile markets, such as Colombia, our competitors may have a dominant market

position.

Having a dominant market position may provide our competitors with various competitive advantages

including from economies of scale, access to spectrum, the ability to significantly influence market dynamics

and market regulation.

Our competitors may be able to provide better pay-TV services than we are able to provide.

Our pay-TV services compete with other pay-TV services that may offer a greater range of channels to a

larger audience, reaching a wider area distribution (especially in rural areas) for a lower price than we charge

for our pay-TV services. We also compete with satellite distribution of free-to-air television programming,

which viewers can receive by purchasing a satellite dish and a set-top box without any physical cabling.

Furthermore, our cable networks are subject to the risk of overbuild and our pay-TV content is subject to the

possibility of wireless substitution.

Many of the mobile telecommunications markets in which we operate have high mobile penetration

levels, inhibiting growth opportunities.

The markets in which we operate have mobile phone service penetration levels that typically exceed

100% of the population. Although there are some opportunities for further growth, our efforts to develop

additional sources of revenue may not be successful. Therefore, high mobile penetration rates could

constrain future growth and produce an intensification of pricing pressures on all of our mobile services,

which could adversely affect our future profitability and return on investments.

We may not be able to achieve market acceptance of our mobile financial services.

Although the use of mobile financial services and digital payments has increased throughout the world,

there can be no assurance that this increase will result in the acceptance of our MFS across the markets in

which we operate. For example, our Tigo Money business is currently deployed in several of our markets, and,

as of December 31, 2023, we had a total of 4.0 million active users. However, we may be unable to achieve

the required level of market acceptance in order for us to recover the investment costs involved in

developing and launching such services, and any failure to achieve such acceptance may cause us to reduce

our product offerings or exit certain of our markets.

The future market acceptance of our MFS depends on a variety of factors, including community trust in

digital financial services and companies that are not traditional financial institutions, entrenched preferences

in traditional payment methods, and the availability of alternative MFS that are more popular or widely

accepted by the population.

d. Customer base and customer experience

A significant proportion of our mobile revenue is generated from prepaid customers and is short-term in

nature.

Prepaid customers do not sign service contracts and may be more likely than postpaid customers to

switch mobile operators and take advantage of promotional offers by other operators. Many of our prepaid

mobile customers subscribe to short-term packages that are valid for only one day. As a result, we cannot be

certain that prepaid customers or short-term data package customers will continue to use our services in the

future. Prepaid customers represented 82% of our mobile customers as of December 31, 2023 and generated

approximately 61% of our mobile service revenue and 35% of our total service revenue during 2023.

The transition to more subscription-based businesses creates new challenges.

Our transition toward an increasingly subscription-based revenue model has implications for our

personnel, systems, and business procedures, as we must dedicate increasing levels of management

attention and resources toward managing and mitigating risks related to accounts receivables and

collections, as well as billing and customer care. If we are unable to implement and manage the information

systems and to properly train our employees, we could experience elevated levels of customer churn and bad

debt, which would negatively impact our financial results.

e. Political

Many of the countries in which we operate have a history of political and social instability.

Some of the countries in which we operate may be subject to greater political and economic risk than

developed countries. Some of the countries in which we operate suffer from political instability, civil unrest,

or war-like actions by anti-government insurgent groups. These problems may continue or worsen,

potentially resulting in significant social unrest or civil war. For example, Bolivia, Panama and Guatemala ,

and, to a lesser extent, Colombia, have recently experienced civil, social and political unrest.

Any political or social instability or hostilities in the markets in which we operate can hinder economic

growth and reduce discretionary consumer spending on our services, and may result in damage to our

networks or prevent us from selling our products and services.

We face a number of risks as a result of political and social instability in the countries in which we

operate, ranging from the risk of network disruption, sometimes resulting from government requests to shut

down our networks as well as forced and illegal abuse of our network by political forces, to the need to

evacuate some or all of our key staff from certain countries, in which case there is no guarantee that we

would be able to continue to operate our business as previously conducted in such countries. Any of these

events would adversely affect our results of operations.

f. Legal and regulatory

The nature of legislation and rule of law in emerging markets may affect our ability to enforce our rights

under licenses or contracts or defend ourselves against claims by third parties.

The nature of much of the legislation in emerging markets, the lack of consensus about the scope,

content and pace of economic and political reform and the rapid evolution of the legal systems in emerging

markets, place the enforceability and, possibly, the constitutionality of, laws and regulations in doubt and

result in ambiguities, inconsistencies and anomalies. These factors could affect our ability to enforce our

rights under our licenses or our contracts, or to defend our company against claims by other parties. For

example, if we enter litigation proceedings with a third party in a country in which we operate, and within a

legal system which may be less transparent and less robust in its judgment and rulings, we may face

penalties or decrees that compel us to cease or partially cease the provision of certain of our services or the

operation of our networks, or invalidate or suspend our licenses or rights therein.

New or proposed changes to laws or new interpretations of existing laws in the markets in which we

operate may harm our business.

We are subject to a variety of national and local laws and regulations in the countries in which we do

business. These laws and regulations apply to many aspects of our business. Violations of applicable laws or

regulations could damage our reputation or result in regulatory or private actions with substantial penalties

or damages. In addition, any significant changes in such laws or regulations or their interpretation, or the

introduction of higher standards or more stringent laws or regulations, could have an adverse impact on our

business, financial condition, results of operations and prospects. For example, in Colombia in 2017, the

regulator introduced caps to wholesale rates on mobile services, which forced us to lower our prices for both

voice and data services, and it also cut interconnection rates.

Developing legal systems in the countries in which we operate create a number of uncertainties for our

businesses.

The legal systems in many of the countries in which we operate are less developed than those in more

established markets. This creates uncertainties with respect to many of the legal and business decisions that

we make, including, among others, potential for negative changes in laws, gaps and inconsistencies between

the laws and regulatory structure, difficulties in enforcement, broad regulatory authority held by

telecommunications regulators, inconsistency and lack of transparency in the judicial interpretation of

legislation and corruption in judicial or administrative processes or systems. We may not always have access

to efficient avenues for appeal and may have to accept the decisions imposed upon us. For more information

concerning the legal proceedings to which we are subject, see “Financial Information—Consolidated

Statements and Other Financial Information—Legal Proceedings.”

g. Macro-economic and currency

The economies of emerging markets, including those in which we operate, are vulnerable to market

downturns and economic slowdowns elsewhere in the world.

Telecommunications in emerging markets in general and in our markets in particular, account for a

significant part of gross domestic product (“GDP”) and disposable income. As such, any change in economic

activity level may impact our business. Furthermore, as consumers in emerging markets have relatively lower

levels of disposable income, the demand for our products and services is significantly exposed to the risk of

economic slowdown.

As has happened in the past, financial problems or an increase in the perceived risks associated with

investing in emerging economies could dampen foreign investments in these markets and materially

adversely affect their economies. An economic downturn, a substantial slowdown in economic growth or a

deterioration in consumer spending could have an adverse effect on the level of demand for our products

and services and our growth. We are particularly susceptible to any deterioration in the economic

environment of the countries in which we have our largest operations, namely Colombia, Guatemala,

Paraguay, Honduras, Panama and Bolivia.

Changes in economic, political and regulatory conditions in the United States or in U.S. laws and policies

governing foreign trade and foreign relations could have an impact on the economies in which we

operate.

Any decision taken by the U.S. government that has an impact on the Latin American economy, such as

reducing commercial activity between the countries in which we operate and the United States, limiting

immigration, increasing interest rates or slowing direct foreign investments, could adversely affect the

disposable income of consumers. In addition, a slowdown in the U.S. economy may have an adverse impact

on the level of U.S. dollar remittances that form a large part of the GDP of many of the countries in which we

operate.

Fluctuations or devaluations in local currencies in the markets in which we operate against our U.S. dollar

reporting as well as our ability to convert these local currencies into U.S. dollars to make payments,

including on our indebtedness, could materially adversely affect our business, financial condition and

results of operations.

A significant amount of our costs, expenditures and liabilities are denominated in U.S. dollars, including

capital expenditures and borrowings. We mainly collect revenue from our customers in local currencies, and

there may be limits to our ability to convert these local currencies into U.S. dollars. Local currency exchange

rate fluctuations in relation to the U.S. dollar may have an adverse effect on our earnings, assets and cash

flows. To the extent that our operations retain earnings or distribute dividends in local currencies, the

amount of U.S. dollars ultimately received by MIC S.A. is also affected by currency fluctuations.

A significant amount of our debt and long-term financial commitments are denominated in U.S. dollars.

Where possible and where financially viable, we borrow in local currency to mitigate the risk of exposure

to foreign currency exchange. Our ability to reduce our foreign currency exchange exposure may be limited

by a lack of long-term financing in local currencies or derivative instruments in the currencies in which we

operate. As such, there is a risk that we may not be able to finance local capital expenditure needs or reduce

our foreign exchange exposure by borrowing in local currency. For more information, see “Quantitative and

Qualitative Disclosures About Risk—Foreign currency risk.”

Due to the lack of available financial instruments in many of the countries or currencies in which we

operate, we may not be able to hedge against foreign currency exposures.

We had net foreign exchange gains of $31 million in fiscal 2023 compared to net foreign exchange losses

of $84 million in fiscal 2022 and net foreign exchange losses of $42 million in fiscal 2021. At the operational

level we seek to match the currencies of our cash inflows and outflows, but while this practice reduces, it

does not eliminate, our significant foreign exchange exposure to the U.S. dollar.

The governments of the countries in which our operations are located may impose foreign exchange

controls that could restrict our ability to receive funds from the operations.

Substantially all our revenue is generated by our local operations, and MIC S.A. is reliant on its

subsidiaries’ and joint ventures’ ability to transfer funds to it. None of the foreign exchange controls that exist

in the countries in which our companies operate significantly restricts the ability of our operating companies

to pay interest, dividends, technical service fees, and royalty fees or repay loans by exporting cash,

instruments of credit or securities in foreign currencies. However, foreign exchange controls may be

strengthened, or introduced, which could restrict MIC S.A.’s ability to receive funds.

In addition, in some countries it may be difficult to convert local currency into foreign currency due to

limited liquidity in foreign exchange markets. These restrictions may constrain the frequency for possible

upstreaming of cash from our subsidiaries to MIC S.A. in the future. These and any similar controls enacted in

the future may cause delays in accumulating significant amounts of foreign currency, and increase foreign

exchange risk, which could have an adverse effect on our results of operations.

We are exposed to the potential impact of any alteration to, or abolition of, foreign exchange which is

“pegged” at a fixed rate against the U.S. dollar.

Any “unpegging,” particularly if the currency weakens against the U.S. dollar, could have an adverse

effect on our business, financial condition or results of operations. Currently, Bolivia operates a fixed peg to

the U.S. dollar. However, in light of the recent shortage of U.S. dollars, the increased use of alternative

currencies such as the Chinese Yuan, and the increasing threat of an economic downturn, there can be no

assurance that such peg will be maintained in the future.

h. Taxation

Unpredictable tax systems give rise to significant uncertainties and risks that could complicate our tax

strategy and business decisions.

The tax laws and regulations in the markets in which we operate are complex and subject to varying

interpretations. The tax authorities in the markets in which we operate are often arbitrary in their

interpretation of tax laws, as well as in their enforcement and tax collection activities. Our interpretations and

application of the tax and regulations could differ from that of the relevant governmental taxing authority.

Tax declarations are subject to review and investigation by a number of authorities, which are empowered to

impose fines and penalties on taxpayers, and in some cases criminal penalties on company personnel. Tax

audits may result in additional costs to our group if the relevant tax authorities conclude that entities of the

group did not satisfy their tax obligations in any given year. Such audits may also impose additional burdens

on our group by diverting the attention of management resources. The outcome of these audits could harm

our business, financial condition, results of operations, cash flows or prospects. For example, on March 28,

2022, the supreme court in one of the jurisdictions in which we operate issued a $16.2 million ruling against

our business, primarily for taxes related to incoming international calls and the deductibility of interest

expenses in 2010. We are also addressing tax disputes with local tax authorities in several jurisdictions,

further described under “Financial Information—Consolidated Statements and Other Financial Information—

Legal Proceedings—Tax disputes.”

Adverse decisions of tax authorities or changes in tax treaties, laws, rules or interpretations could have a

material adverse effect on our business, results of operations, financial conditions or cash flows.

The organizational structure and business arrangements between the various legal entities in the group

may give rise to taxation-related risks, including risks related to the pricing of services which might be

challenged if not made on an arm’s-length basis and the taxation of shell entities.

Tax authorities could argue that some of the services provided among the various legal entities in the

group are on terms more favorable than those that could be obtained from independent third parties and

assess higher taxes or fines in respect of the services MIC S.A. provides. Additionally, the Council of the

European Union (the "Council") published a proposal on December 22, 2021, further amended during 2022

and 2023, which targets shell entities to prevent their misuse for tax purposes. We are currently reviewing

whether such proposal could be deemed applicable to us if adopted and what adverse impacts it may have, if

any, on our business.

i. Litigation and claims

Some of the litigation or claims that we face can be complex, costly, and highly disruptive to our business

operations.

From time to time, in the ordinary course of our business, we are involved in legal proceedings. Some of

these legal proceedings can be complex, costly, and highly disruptive to our business operations. Certain of

these proceedings may be spurious in nature and may demand significant energy and attention from

management and other key personnel. For example, in Tanzania in June 2016, we were served with a

complaint by a third party seeking to exert rights as a shareholder of MIC Tanzania Public Limited Company.

While this claim was eventually dismissed, it absorbed a significant amount of management time and

resulted in additional costs. The assessment of the outcome of legal proceedings, including our potential

liability, if any, is a highly subjective process that requires judgments about future events that are not within

our control. The amounts ultimately received or paid upon settlement or pursuant to final judgment, order or

decree may differ materially from amounts accrued in our financial statements. In addition, litigation or

similar proceedings could impose restraints on our current or future manner of doing business. For example,

if we enter litigation proceedings with a regulator in a country in which we operate, we may face penalties or

decrees that compel us to cease or partially cease the provision of certain of our services or the operation of

our networks.

j. Business conduct

We may not be able to fully mitigate the risk of inappropriate conduct by our employees, business

partners and counterparties.

Millicom’s employees interact with customers, contractors, suppliers and counterparties, and with each

other, every day. All employees are expected to respect and abide by the Group's values and Code of

Conduct, commonly referred to as the “Sangre Tigo” culture. While Millicom takes numerous steps to prevent

and detect inappropriate conduct by employees, contractors and suppliers that could potentially harm the

Group's reputation, customers, or investors, such behavior may not always be detected, deterred or

prevented. The consequences of any failure by employees to act consistently with the “Sangre Tigo”

expectations could include litigation, regulatory or other governmental investigations or enforcement

actions.

We are subject to anti-corruption and anti-bribery laws.

We are subject to a number of anti-corruption laws in the countries in which we operate and are located,

in addition to the Foreign Corrupt Practices Act (“FCPA”) in the United States and the Bribery Act in the

United Kingdom. Our failure to comply with anti-corruption laws applicable to us could result in penalties,

which could harm our reputation and harm our business, financial condition, results of operations, cash flows

or prospects. The FCPA generally prohibits covered companies, their officers, directors and employees and

their intermediaries from making improper payments to foreign officials for the purpose of obtaining or

keeping business and/or other benefits. We operate in countries which pose elevated risks of corruption

violations, and in certain of our markets, we have been and may continue to be subject to governmental

investigations that include the telecommunications sector. If we are not in compliance with anti-corruption

laws and other laws governing the conduct of business with government entities and/or officials (including

local laws), we may be subject to criminal and civil penalties and other remedial measures. Moreover,

investigations of any actual or alleged violations of such laws or policies related to us could be time

consuming, distracting to management and expensive, with the potential to harm our business, financial

condition, results of operations, cash flows or prospects. For example, in late 2015 we reported to the U.S.

Department of Justice (“DOJ”), as well as to law enforcement authorities in Sweden, potential improper

payments made on behalf of our joint venture in Guatemala. In 2016 we received notification from the

Swedish Public Prosecutor that its preliminary investigation had been discontinued. In 2018, the DOJ

informed us that it was closing its investigation without action. More recently, in April 2022, we received a

subpoena from the DOJ requesting information concerning our business in Guatemala (“Tigo Guatemala”),

including information related to the purchase in 2021 of our former joint venture partner’s interest in Tigo

Guatemala and information related to any contacts with certain Guatemalan government officials. The

subpoena also requested information concerning our operations in other countries in Latin America. In May

2023, we received a second subpoena from the DOJ requesting additional information regarding Tigo

Guatemala. We are cooperating with the DOJ. At this time, we cannot predict the ultimate scope, timing or

outcome of this matter.

Our anti-corruption policies, procedures and internal controls may not be effective in complying with anti-

corruption laws.

We regularly review and update our policies, procedures and internal controls designed to provide

reasonable assurance that we, our employees, joint ventures, distributors and other intermediaries comply

with the anti-corruption laws to which we are subject. For example, our business in Guatemala retained

external legal counsel to review its policies and procedures related to anti-corruption issues, including

examining certain allegations of improper payments made several years ago. However, anti-corruption

policies, procedures and internal controls are not always effective against this risk. We cannot assure you that

such policies or procedures or internal controls work effectively at all times or protect us against liability

under these or other laws for actions taken by our employees, joint ventures, distributors and other

intermediaries with respect to our business or any businesses that we may acquire.

Our MFS service is complex and increases our exposure to fraud and money laundering.

Our MFS product has been developed through different distribution channels, and despite measures

that we have taken or will take to adequately secure our payment systems, we remain susceptible to

potentially illegal or improper uses of our payment services. Risks may include the use of our payment

services in connection with fraudulent sales of goods or services, sales of prohibited or restricted products

and money laundering.

Our policies and procedures may not be fully effective in identifying, monitoring and managing these

risks. For example, we are not able to monitor the sources and uses of funds that flow through our MFS

application, Tigo Money, in every case. As a result, we may be held liable for fraudulent transactions or

transactions that violate trade sanctions or other legal or regulatory requirements, and an increase in

negative publicity regarding our payment systems could harm our reputation and reduce consumer

confidence in our services. In addition, we may face legal actions or regulatory sanctions as a result of any

such activity.

Our services also involve cash handling, which exposes us to the risk of fraud and money laundering. In

certain of our markets, we must keep our customers’ MFS cash in local currency demand deposits in local

banks and ensure customers’ access to MFS cash, exposing us to local banking risk.

Anti-money laundering laws are often complex. We endeavor to conform to the highest standards but

cannot be certain that we will be able to fully meet all applicable legal and regulatory requirements at all

times. Violations of anti-money laundering laws or other regulations applicable to our MFS offerings could

expose us to monetary fines or other legal actions or regulatory sanctions, which could have a material

adverse effect on our business, financial condition and results of operations.

We may incur significant costs from fraud, which could adversely affect us.

Our high profile and the nature of the products and services that we offer make us a target for fraud.

Many of the markets in which we operate lack fully developed legal and regulatory frameworks and have low

conviction rates for fraudulent activities, decreasing deterrence for such schemes. We have been in the past

and may in the future be susceptible to fraudulent activity by our employees or third-party contractors

despite having robust internal control systems in place across our operations, which could have a material

adverse effect on our results of operations.

We also incur costs and revenue losses associated with the unauthorized or unintended use of our

networks, including administrative and capital costs associated with the unpaid use of our networks as well

as with detecting, monitoring and reducing incidences of fraud. Fraud also impacts interconnection costs,

capacity costs, administrative costs and payments to other carriers for unbillable fraudulent roaming charges.

In 2023, our most significant impact from fraudulent activity was in the Home business, where irregular

activations and reconnections led to fraud and to certain subscribers obtaining services that should not have

been activated. Any continued or new fraudulent schemes could have an adverse effect on our business,

financial condition and results of operations.

Our risk management and internal controls may not prevent or detect fraud, violations of law or other

inappropriate conduct.

If any of our customers, suppliers, or other business partners receive or grant inappropriate benefits or

use corrupt, fraudulent or other unfair business practices, we could be subject to legal sanctions, penalties

and harm to our reputation. Given our international operations, group structure, and size, our internal

controls, policies and our risk management practices may not be adequate in preventing, detecting or

responding to any such incidents which could have a material negative impact on our reputation, business

activities, financial position and results of operations.

We may be directly or indirectly affected by U.S. or other international sanctions laws, which may place

restrictions on our ability to interact with business partners or government officials.

We operate in certain countries in which international sanctions may be imposed by the U.S., the U.K. or

the European Union, and we may be required to comply with such sanctions. Such sanctions may restrict our

ability to implement our strategy or conduct our business in the manner in which we expect. For example, in

response to the November 2021 presidential election in Nicaragua, the U.S., the EU and the U.K. announced

sanctions against the Nicaraguan Public Ministry and various Nicaraguan institutions and government

officials, including the deputy director general and director general of TELCOR, the nation's principal

telecommunications regulator. In October 2022, these sanctions were subsequently expanded by the United

States, and the U.S. government also imposed visa restrictions on over 500 Nicaraguan individuals with ties to

the Nicaraguan government. Concurrently, the European Union broadened its existing sanctions to TELCOR

and seven Nicaraguan individuals, including the director of TELCOR. Finally, several Nicaraguan government

officials and other key actors are currently included on the Specially Designated Nationals and Blocked

Persons list of the U.S. Office of Foreign Assets Control, as well as the U.K. and EU sanctions lists. While it

remains uncertain what impact current and future sanctions may have on our operations in Nicaragua and

other markets, they may have a material adverse effect on our ability to maintain and expand our networks

and business.

k. People, health and safety

Threats to the safety of our employees or contractors could affect our ability to provide our services.

Heightened states of danger may exist in certain of the countries in which we operate, including as a

result of civil unrest, criminal activity, and the threat of natural or man-made disasters. Such events can pose

significant risks to the health and safety of our employees and contractors and may impede or delay our

ability to provide services to our customers or potential customers. In those locations, we may incur

additional costs to maintain the safety of our personnel, customers, suppliers, and contractors. Despite the

precautions, the safety of our personnel, customers, suppliers, and contractors in these locations may

continue to be at risk.

Enforcement of standards of safety and the promotion of a culture of safety may not prevent the

frequency or severity of health and safety incidents.

Although we implement and provide training on health and safety matters, particularly related to the

risks of working on telecommunications towers or on TV poles, there is no guarantee that our employees or

our contractors will comply with applicable safety standards. For example, in 2023, we did not suffer any

employee fatalities or major losses to the Company, but there were unfortunately six fatalities in our

contracted services. If we fail to implement these procedures or if the procedures we implement are

ineffective, we may suffer the loss of, or injury to, our employees or contractors, as well as expose ourselves to

possible litigation and reputational harm.

l. Brand and reputation

Failing to maintain our intellectual property rights and the reputation of our brands would adversely

affect our business.

Our intellectual property rights, including our key trademarks and domain names, including our Tigo

brand name, which is well known in the markets in which we operate, are extremely important assets and

contribute to our success in our markets. If we are unable to maintain the reputation of and value associated

with them, we may not be able to successfully retain and attract customers. Furthermore, our reputation may

be harmed if any of the risks described in this “Risk Factors” section materialize. Any damage to our

reputation or to the value associated with our Tigo brand could have a material adverse effect on our

business, financial condition and results of operations.

Impairment of our intellectual property rights would adversely affect our business.

We rely upon a combination of trademark and copyright laws, database protections and contractual

arrangements, where appropriate, to establish and protect our intellectual property rights. However,

intellectual property rights are especially difficult to protect in many of the markets in which we operate. In

these markets, the regulatory agencies charged to protect intellectual property rights are inadequately

funded, legislation is underdeveloped, piracy is commonplace, and enforcement of court decisions is difficult.

The diversion of our management's time and resources along with potentially significant expenses that could

be involved in protecting our intellectual property rights in our markets, or losing any intellectual property

rights, could materially adversely affect our business, financial condition and results of operations.

Failing to manage unauthorized access to our services and networks could adversely affect our business.

Our ability to increase or maintain our market share and revenue is partly dependent on the controlled

access to our services and networks. Sophisticated piracy techniques are continuously evolving, and

preventing unauthorized use of our services and networks is inherently difficult. Although we have taken and

continue to take measures designed to prevent unauthorized access to our services and networks, any

unauthorized use could harm our relationships with our content providers or result in a loss of revenue,

which may adversely affect our business, financial condition and results of operations.

m. Workforce

A significant portion of our workforce is represented by labor unions, and we could incur additional costs

or experience work stoppages as a result of the renegotiations of our labor contracts.

As of December 31, 2023, approximately 14% of our employees (approximately 35% of our direct

workforce in Colombia and approximately 72% of our direct workforce in Panama) participated in collective

employment agreements. While we have collective bargaining agreements in place, we could incur

significant additional labor costs and/or experience work stoppages as a result of subsequent negotiations or

new minimum wage legislation, which could adversely affect our business operations. In addition, we cannot

predict what level of success labor unions or other groups representing employees may have in further

organizing our workforce or the potentially negative impact they would have on our operations.

Furthermore, our strategic objectives may include divestitures of certain business lines, internal restructuring

and other activities that impact employees. We cannot assure you that we will be able to maintain a good

relationship with our labor unions and works council. Any deterioration in our relationship with our unions

and works council could result in work stoppages, strikes or threats to take such an action, which could

disrupt our business and operations materially and adversely affect the quality of our services and harm our

reputation.

3. Risks related to Millicom’s size and structure and leadership

a. Size - capacity and limitations

The amount, structure and obligations connected with our debt could impair our liquidity and our ability

to expand or finance our future operations.

As of December 31, 2023, our consolidated indebtedness excluding lease liabilities was $6,697 million, of

which MIC S.A. incurred $2,388 million directly, and MIC S.A. guaranteed $505 million of indebtedness

incurred by its subsidiaries. Including lease liabilities, our consolidated indebtedness was $7,739 million as of

December 31, 2023. In addition, at December 31, 2023 our joint venture in Honduras, which is non-recourse

to MIC S.A., had $360 million of debt and lease liabilities of $61 million.

We may incur additional debt in the future. Although certain of our outstanding debt instruments

contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number

of significant qualifications and exceptions and, under certain circumstances, the amount of indebtedness

that could be incurred in compliance with these restrictions could be substantial. The acquisition of

additional debt could, among other things, require us to dedicate a substantial portion of our cash flow to

payments on our debt, place us at a competitive disadvantage compared to competitors who might have

less debt, restrict us from pursuing strategic acquisitions or reduce our ability to pay dividends or implement

share buybacks and prevent us from complying with our dividend policy.

We have incurred and assumed, and expect to incur and assume, additional indebtedness in connection

with recent acquisitions.

We funded our acquisitions in Panama and Nicaragua mainly by incurring additional indebtedness,

including through the issuance of a $750 million 6.25% bond on March 25, 2019, and the issuance by our

subsidiary Telecomunicaciones Digitales, S.A. (formerly known as Cable Onda S.A.) of a $600 million 4.5%

bond in November 2019. Additionally, during 2022, we refinanced the $2,150 million bridge loan that we

obtained to fund the acquisition of the remaining 45% equity interest in our joint venture business in

Guatemala with the issuance of new long-term debt by our local subsidiary and new equity.

Our increased indebtedness following consummation of these or other acquisitions could have the

effect, among other things, of reducing our flexibility to respond to changing business and economic

conditions as well as reducing funds available for capital expenditures or acquisitions, and creating

competitive disadvantages for us relative to other companies with lower indebtedness levels.

b. Portfolio of operations

Most of our operations are in emerging markets and may be subject to greater risks than similar

businesses in more developed markets.

Investors in emerging markets should be aware that these markets are subject to greater risks than more

developed markets, including in some cases significant political, legal and economic risks. Investors should

fully consider the significance of the risks involved in investing in a company with significant operations in

emerging markets and are urged to consult with their own legal, financial and tax advisors.

We may pursue acquisitions, investments or merger opportunities which may subject us to significant

risks, and there is no assurance that we will be successful or that we will derive the expected benefits from

these transactions.

We may pursue acquisitions of, investments in strategic partnerships or mergers with businesses

(including other providers that we compete with),, technologies, services and/or products that complement

or expand our business. Some of these potential transactions could be significant relative to the size of our

business and operations. Any such transaction would involve a number of risks and could present financial,

managerial, governance and operational challenges, including: diverting management attention from

running our existing business or from other viable acquisition or investment opportunities; incurring

significant transaction expenses; increased costs to integrate financial and operational reporting systems,

technology, personnel, customer base and business practices of the businesses involved in any such

transaction with our business; not being able to integrate our businesses in a timely fashion or at all; loss of

control or significant influence, potential exposure to material liabilities not discovered in the due diligence

process or as a result of any litigation arising in connection with any such transaction; and failure to retain key

management and other critical employees. As an example, our joint venture in Ghana did not create the

expected synergies and benefits that we anticipated.

Moreover, we may not be able to successfully complete acquisitions, mergers and strategic partnerships,

in light of challenges such as strong competition from our competitors and other prospective acquirers who

may have substantially greater resources than we do in terms of access to capital and may be able to pay

more than we can with respect to merger or acquisition opportunities, and regulatory approvals required.

Divestitures or restructuring of assets and businesses subject us to significant risks and may not realize

expected benefits.

We may seek to divest or restructure existing operations and investments in ways that enhance the

optionality for certain assets and facilitate the attraction of growth capital, such as our plans to create new

organizational structures for our Towers and Tigo Money businesses. Any such divestiture or restructuring

could involve a number of risks and could present financial, managerial and operational challenges including:

diverting management attention from running our existing business or from pursuing other strategic

opportunities; incurring significant transaction expenses; maintaining certain liabilities or obligations to

indemnify the buyer of the divested business as part of the sale conditions; and the possibility of failing to

properly manage the newly created entity or time the exit to achieve an optimal return.

Furthermore, the timing of divestitures and restructurings of assets and businesses may not result in

optimal returns, and the amount and timing of proceeds or expected returns may be lower than our initial

investment or the corresponding carrying value on our balance sheet. For example, we were unable to obtain

any proceeds from the divestiture of our joint venture in Ghana.

Our ability to make significant decisions in certain of our operations may depend in part upon the consent

of independent shareholders.

We have local shareholders in certain markets that exercise significant control, including a non-

controlling partner in Colombia and a joint venture partner in Honduras. In these operations, our ability to

make significant strategic decisions or to receive dividends or other distributions may depend in part upon

the consent of current or future independent shareholders, and our operations may be negatively affected in

the event of disagreements with or breaches by our partners.

Further, our ability to successfully operate our business in Colombia may be hindered due to the

governance arrangements for that business, which require the approval of our local partner to make certain

decisions. For example, our operations in Colombia were constrained by the near-term maturity of a

significant amount of debt, which led us to make a joint capital contribution with our local partner in October

2023 and thereby avoid the bankruptcy of our operations in Colombia. Although we ultimately reached an

agreement with our local partner on the capital contribution, there can be no assurance that our business in

Colombia will satisfy its debt obligations in the future or that we could come to an agreement with our local

partner to satisfy such obligations or modify our agreements with our local partners as part of our strategy for

Colombia.

Millicom's central functions provide essential support and services to our operating subsidiaries and joint

ventures.

These services include, financing, procurement, technical and management services, business support

services (including a shared services center in El Salvador and a multinational corporation headquarters (SEM)

in Panama, among others), digital transformation, customer experience, procurement, human resources,

legal, information technology, marketing services and advisory services related to the construction,

installation, operation, management and maintenance of its networks. If Millicom's central functions are

unable to provide these services to our operating subsidiaries and joint ventures on a timely basis and at a

level that meets our needs, our operating subsidiaries and joint ventures may be disrupted.

The majority of Millicom's operating subsidiaries and joint ventures operate under the Tigo trademark.

We take efforts to protect the Tigo trademark, but we may not always succeed in preventing others from

using the trademark in countries in which we do not operate or from using similar trademarks, which could

dilute the value of our trademark and result in brand confusion to consumers. The Tigo trademark could also

be the subject of intellectual property infringement. Trademark protection is important because our

trademark is what helps our customers differentiate our products and services from those of our competition,

helps build brand loyalty, and represents our goodwill and reputation.

c. Talent acquisition and retention

We may be unable to obtain or retain adequate managerial and operational resources.

Our operating results depend, in significant part, upon the continued contributions and capacity of key

senior management and technical personnel. Certain key employees possess substantial knowledge of our

business and operations. We cannot assure you that we will be successful in retaining their services or that

we would be successful in hiring and training suitable replacements without undue costs or delays. If we are

unable to retain senior leadership to operate and grow our business, we may not be able to develop our

business at the pace or with the required level of sophistication that enables us to meet our strategic and

financial objectives.

Competition for personnel in our markets and certain central functions is intense due to scarcity of

qualified individuals.

Millicom has been working with its local teams to build and implement talent development plans and to

identify high-performance individuals for future advancement or hiring, as the markets in which we operate

have limited availability of talent with advanced skill sets in key areas such as the digital and technology

fields. We cannot assure you, however, that we will be successful in these efforts.

d. Financing and cash flow generation

MIC S.A. is a holding company and is dependent on cash flow from its operating subsidiaries and joint

ventures.

MIC S.A.’s primary assets consist of shares in its subsidiaries and joint ventures and cash in its bank

accounts. MIC S.A. has no significant revenue generating operations of its own, and therefore its cash flow

and ability to service its indebtedness and pay dividends to its shareholders will depend primarily on the

operating performance and financial condition of its subsidiaries and joint ventures and its receipt of funds in

the form of dividends or otherwise.

There are legal limits on dividends that some of MIC S.A.’s subsidiaries and joint ventures are permitted

to pay. Further, some of our indebtedness imposes restrictions on dividends and other restricted payments,

which are described under “Operating and Financial Review and Prospects—Liquidity and Capital Resources

—Financing.”

Our ability to generate cash depends on many factors beyond our control, and we may need to resort to

additional external financing.

Our ability to generate cash is dependent on our future operating and financial performance. This will be

impacted by our ability to successfully implement our business strategy, as well as general economic,

financial, competitive, regulatory, and technical elements and other factors beyond our control. If we cannot

generate sufficient cash, we may, among other things, need to refinance all or a portion of our debt, obtain

additional financing, delay capital expenditure or sell assets.

We require a significant amount of capital to operate and grow our business. We fund our capital needs

in part through borrowings in the public and private credit markets. Adverse changes in the credit markets,

including increases in interest rates, could increase our cost of borrowing and/or make it more difficult for us

to obtain financing for our operations or refinance existing indebtedness. In addition, our borrowing costs

can be affected by short- and long-term debt ratings assigned by independent rating agencies, which are

based, in significant part, on our performance as measured by customary credit metrics. A decrease in these

ratings would likely increase our cost of borrowing and/or make it more difficult for us to obtain financing. A

severe disruption in the global financial markets could impact some of the financial institutions with which

we do business, and such instability could also affect our access to financing.

In particular, periods of industry consolidation require businesses to raise debt and equity capital to

remain competitive. An inability to access capital during such periods could have an adverse effect on our

business, financial condition or results of operations.

The cash flow we generate is highly dependent on our operations in Guatemala.

Our operations in Guatemala have historically generated healthy cash flows. If the financial condition of

our operations in Guatemala deteriorates, or if we fail to diversify our sources of cash flow, our liquidity could

suffer, which could impact our capital allocation and limit our ability to reduce our leverage, reinvest in our

business or remunerate our shareholders.

Our ability to pay dividends to our shareholders, consummate share repurchase programs or otherwise

remunerate shareholders is subject to our distributable reserves and solvency requirements.

Any determination to pay dividends, adopt share repurchase programs or otherwise remunerate

shareholders in the future will be at the discretion of our board of directors (as to interim dividends) and at

the discretion of the shareholders at the annual general meeting (the "AGM") upon recommendation of the

board of directors (as to annual dividends or share repurchases) and will depend upon our results of

operations, financial condition, distributable reserves, contractual restrictions, restrictions imposed by

applicable law and other factors our board of directors and the shareholders at the AGM, respectively, deem

relevant.

We are not required to pay dividends on our shares or otherwise remunerate shareholders, and holders

of our shares have no recourse if dividends are not declared. Our ability to pay dividends or otherwise

remunerate shareholders may be further restricted by the terms of any of our existing and future debt or

preferred securities. Additionally, because we are a holding company, our ability to pay dividends on our

shares is limited by restrictions on the ability of our subsidiaries to pay dividends or make distributions to us,

including restrictions on our ability to repatriate funds and under the terms of the agreements governing our

indebtedness.

We have adopted, and may in the future adopt, share repurchase programs under which we are

authorized to repurchase our shares or shares represented by Swedish Depository Receipts ("SDRs").

However, there can be no assurance that any future share repurchase program will be fully consummated.

The amount, timing and execution of any share repurchase program may fluctuate based on our priorities for

the use of cash or as a result of changes in cash flows, tax laws, and the market price of our shares or SDRs.

Any reduction or discontinuance by us of dividend payments or repurchases of our shares, including shares

represented by SDRs, may cause the market price of our shares or SDRs to decline.

4. Risks related to share ownership, governance practices and registration with the SEC

a. Share price, trading volume and market volatility

The price of our common shares might fluctuate significantly, and you could lose all or part of your

investment.

Volatility in the market price of our common shares may prevent you from being able to sell our common

shares at or above the price at which you purchased such shares. The trading price of our common shares has

been and may in the future be volatile and subject to wide price fluctuations in response to various factors,

including, among others: market conditions in the broader stock market in general, or in our industry in

particular; actual or anticipated fluctuations in our financial and operating results; introduction of new

products and services by us or our competitors; entry to new markets or exit from existing markets; issuance

of new or changed securities analysts’ reports or recommendations, or the failure to receive industry analyst

coverage; sales of large blocks of our shares; additions or departures of key personnel; regulatory

developments; and litigation and governmental investigations or actions.

These and other factors may cause the market price and demand for our common shares to fluctuate

substantially, which may limit or prevent investors from readily selling common shares and may otherwise

negatively affect the liquidity of our common shares.

In addition, in the past, when the market price of a stock has been volatile, holders of that stock have

often instituted securities class action litigation against the company that issued the stock. If any of our

shareholders brought a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a

lawsuit could also divert the time and attention of our management from our business.

An active trading market that will provide you with adequate liquidity may not develop.

Throughout 2023, a majority of the trading activity in our shares was in the form of SDRs listed on the

NASDAQ exchange in Stockholm. We cannot predict the extent to which investors will convert SDRs into

common shares or whether the relisting of our common shares on the Nasdaq Stock Market on January 9,

2019 will lead to the development of an active trading market in the U.S. or how liquid that market might

become. If an active trading market does not develop in the U.S., you may have difficulty selling the common

shares that you purchase, and the value of such shares might be materially impaired.

Future sales of our common shares, or the perception in the public markets that these sales may occur,

may depress our share price, and future sales of our common shares may be dilutive.

Sales of substantial amounts of our common shares in the public market, or the perception that these

sales could occur, could adversely affect the price of our common shares and could impair our ability to raise

capital through the sale of shares. In the future, we may issue our shares, among other reasons, if we need to

raise capital or in connection with merger or acquisition activity. The amount of our common shares issued in

connection with a capital raise or acquisition could constitute a material portion of our then-outstanding

share capital. Sales of shares in the future may be at prices below prevailing market prices, thereby having a

dilutive impact on existing holders and depressing the trading price of our common shares.

b. Legal and regulatory compliance and burden

The obligations associated with being a public company in the United States require significant resources

and management attention.

As a public company in the United States, we incur legal, accounting and other expenses that we did not

previously incur. We are subject to the reporting requirements of the Securities Exchange Act of 1934, as

amended (the “Exchange Act”), the Sarbanes-Oxley Act, the listing requirements of the Nasdaq Stock Market

and other applicable securities rules and regulations. The Exchange Act requires that we file annual and

current reports with respect to our business, financial condition and results of operations. The Sarbanes-

Oxley Act requires, among other things, that we establish and maintain effective internal controls and

procedures for financial reporting.

Furthermore, the need to establish and maintain the corporate infrastructure demanded of a U.S. public

company may divert management’s attention from implementing our strategy. We have made, and will

continue to make, changes to our internal controls and procedures for financial reporting and accounting

systems in order to meet our reporting obligations as a U.S. public company. However, the measures we take

may not be sufficient to satisfy these obligations. In addition, compliance with these rules and regulations

has increased our legal and financial compliance costs and has made some activities more time-consuming.

For example, these rules and regulations make it more expensive for us to obtain director and officer liability

insurance.

In addition, changing laws, regulations and standards relating to corporate governance and public

disclosure are creating uncertainty for U.S. public companies. These laws, regulations and standards are

subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their

application in practice may evolve over time as new guidance is provided by regulatory and governing

bodies. This could result in continuing uncertainty regarding compliance matters and higher costs

necessitated by ongoing revisions to disclosure and governance practices. If our efforts to comply with new

laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to

ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings

against us.

We are a foreign private issuer and, as a result, are not subject to U.S. proxy rules but are subject to

Exchange Act reporting obligations that, to some extent, are more lenient and less frequent than those of

a U.S. issuer.

We report under the Exchange Act as a non-U.S. company with “foreign private issuer” status, as such

term is defined in Rule 3b-4 under the Exchange Act. Because we qualify as a foreign private issuer under the

Exchange Act and although we follow Luxembourg laws and regulations with regard to such matters, we are

exempt from certain provisions of the Exchange Act that are applicable to U.S. public companies, including:

(i) the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in

respect of a security registered under the Exchange Act;

(ii) the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and

trading activities and liability for insiders who profit from trades made in a short period of time; and

(iii) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q

containing unaudited financial and other specified information, or current reports on Form 8-K, upon the

occurrence of specified significant events.

Foreign private issuers are required to file their annual report on Form 20-F by 120 days after the end of

each fiscal year, while U.S. domestic issuers that are accelerated filers are required to file their annual report

on Form 10-K within 75 days after the end of each fiscal year. Foreign private issuers are also exempt from the

Regulation Fair Disclosure, aimed at preventing issuers from making selective disclosures of material

information. As a result of the above, even though we are contractually obligated and intend to make interim

reports available to our shareholders, copies of which we are required to furnish to the SEC on a Form 6-K,

and even though we are required to file reports on Form 6-K disclosing whatever information we have made

or are required to make public pursuant to Luxembourg law or distribute to our shareholders and that is

material to our company, you may not have the same protections afforded to shareholders of companies that

are not foreign private issuers.

If we fail to maintain an effective system of internal control over financial reporting, we may be unable to

accurately report our financial results or prevent fraud, and investor confidence in our company and the

market price of our shares may be adversely affected.

We are subject to reporting obligations under the U.S. securities laws. The SEC, as required by Section

404 of the Sarbanes-Oxley Act, adopted rules requiring every public company to include in its annual report a

management report on such company’s internal control over financial reporting containing management’s

assessment of the effectiveness of its internal control over financial reporting. In addition, an independent

registered public accounting firm must attest to and report on the effectiveness of such company’s internal

control over financial reporting except where the company is a non-accelerated filer. We currently are a large

accelerated filer.

Our management has concluded that our internal control over financial reporting was effective as of

December 31, 2023. See “Disclosure Controls and Procedures.” Our independent registered public

accounting firm has issued a report as of December 31, 2023. See “Report of Independent Registered Public

Accounting Firm on the Internal Control over Financial Reporting.” to our Annual Report on Form 20F.

However, if we fail to maintain an effective internal control over financial reporting in the future, our

management and our independent registered public accounting firm may not be able to conclude that we

have effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley

Act. If we fail to achieve and maintain an effective internal control environment, we could suffer material

misstatements in our consolidated financial statements and fail to meet our reporting obligations, which

would likely cause investors to lose confidence in our reported financial information. This could in turn limit

our access to capital markets, harm our results of operations, and lead to a decline in the trading price of our

shares. Additionally, ineffective internal control over financial reporting could expose us to increased risk of

fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which

we list, regulatory investigations and civil or criminal sanctions.

We may lose our foreign private issuer status in the future, which could result in significant additional

costs and expenses.

As a foreign private issuer, we are not required to comply with the same periodic disclosure and current

reporting requirements of the Exchange Act, and related rules and regulations, that apply to U.S. domestic

issuers. Under Rule 3b-4 of the Exchange Act, the determination of foreign private issuer status is made

annually on the last business day of an issuer’s most recently completed second fiscal quarter and,

accordingly, we will make the next determination with respect to our foreign private issuer status based on

information as of June 30, 2023.

In the future, we could lose our foreign private issuer status if, for example, a majority of our voting

power were held by U.S. citizens or residents and we fail to meet additional requirements necessary to avoid

loss of foreign private issuer status. The regulatory and compliance costs to us under U.S. securities laws as a

domestic issuer may be significantly higher.

If we are not a foreign private issuer, we will be required to file periodic reports and registration

statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms

available to a foreign private issuer. We will also be required to comply with U.S. federal proxy requirements,

and our officers, directors and controlling shareholders will become subject to the short-swing profit

disclosure and recovery provisions of Section 16 of the Exchange Act. We may also be required to modify

certain of our policies to comply with good governance practices associated with U.S. domestic issuers. Such

conversion and modifications will involve additional costs. In addition, we may lose our ability to rely upon

exemptions from certain corporate governance requirements on U.S. stock exchanges that are available to

foreign private issuers.

c. Shareholder protection

MIC S.A. is incorporated in Luxembourg, and Luxembourg law differs from U.S. law and may afford less

protection to holders of our shares.

The Company is incorporated under and subject to Luxembourg laws. Luxembourg laws may differ in

some material respects from laws generally applicable to U.S. corporations and shareholders, including the

provisions relating to interested directors, mergers, sales, amalgamations and acquisitions, takeovers,

shareholder lawsuits and indemnification of directors. Luxembourg laws governing the shares of

Luxembourg companies may not be as extensive as those in effect in the United States, and Luxembourg law

and regulations in respect of corporate governance matters might not be as protective of shareholders as

state corporation laws in the United States. Therefore, our shareholders may have more difficulty in

protecting their interests in connection with actions taken by our directors and officers or our principal

shareholders than they would as shareholders of a corporation incorporated in the United States. For

example, neither our articles of association, as amended and restated (the "Articles of Association") nor

Luxembourg law provides for appraisal rights for dissenting shareholders in certain extraordinary corporate

transactions that may otherwise be available to shareholders under certain U.S. state laws.

In addition, under Luxembourg law, by contrast to the laws generally applicable to U.S. corporations, the

duties of directors of a company are in principle owed to the company only, rather than to its shareholders. It

is possible that a company may have interests that are different from the interests of its shareholders.

Shareholders of Luxembourg companies generally do not have rights to take action themselves against

directors or officers of the company. Directors or officers of a Luxembourg company must, in exercising their

powers and performing their duties, act in good faith and in the interests of the company as a whole and

must exercise due care, skill and diligence.

Directors have a duty to disclose any personal interest in any contract or arrangement with the company

in case such interest would constitute a conflict of interest. If any director has a direct or indirect financial

interest in a matter which has to be considered by the board of directors which conflicts with the interests of

the company, Luxembourg law provides that such director will not be entitled to take part in the relevant

deliberations or exercise his or her vote with respect to the approval of such transaction. If the interest of

such director does not conflict with the interests of the company, then the applicable director with such

interest may participate in deliberations on, and vote on the approval of, that transaction. If a director of a

Luxembourg company is found to have breached his or her duties to that company, he or she may be held

personally liable to the company in respect of that breach of duty. A director may, in addition, be jointly and

severally liable with other directors implicated in the same breach of duty.

The ability of investors to enforce civil liabilities under U.S. securities laws may be limited.

MIC S.A. is a Luxembourg public limited liability company (société anonyme) and some of its directors

and executive officers are residents of countries other than the United States. Most of the Company’s assets

and the assets of some of its directors and executive officers are located outside the United States. As a result,

it may not be possible for investors in our securities to effect service of process within the United States upon

such persons or the Company or to enforce in U.S. courts or outside the United States judgments obtained

against such persons or the Company. In addition, it may be difficult for investors to enforce, in original

actions brought in courts in jurisdictions located outside the United States, liabilities predicated upon the

civil liability provisions of U.S. securities laws.

We have been advised by our Luxembourg counsel, Hogan Lovells (Luxembourg) LLP that the United

States and Luxembourg do not have a treaty providing for reciprocal recognition and enforcement of

judgments in civil and commercial matters. Therefore, a judgment for the payment of money rendered by a

U.S. federal or state court will only be recognized and enforced against MIC S.A. by a court in Luxembourg

without re-examination of the merits of the case if (i) it is a final judgment which is not subject to appeal or

any other means of contestation and (ii) it complies with the applicable enforcement procedure (exequatur)

conditions, as set out in the relevant provisions of the Luxembourg New Code of Civil Procedure (Nouveau

Code de Procédure Civile) and Luxembourg case law.

As a foreign private issuer and as permitted by the listing requirements of the Nasdaq, we may rely on

certain home country governance practices rather than the Nasdaq corporate governance requirements.

As a foreign private issuer and in accordance with Nasdaq Listing Rule 5615(a)(3), we may comply with

home country governance requirements and certain exemptions thereunder rather than complying with

certain of the corporate governance requirements of Nasdaq. For example, Luxembourg law does not require

that a majority of our board of directors consists of independent directors. While we currently have a board of

directors that is independent of the Company (i.e., the board members are not members of management or

employees of the Company), our board of directors may in the future include fewer independent directors

than would be required if we were subject to Nasdaq Listing Rule 5605(b)(1). For more information on our

reliance on certain home country practices and how they deviate from Nasdaq rules, see "Corporate

Governance—Corporate Governance Statement and Framework."

Risk Management

Risks and Uncertainty

Millicom operates its business in emerging markets with unpredictable political and economic environments and a

higher inherent level of risk compared to mobile and cable businesses in more mature markets. Our governance and

oversight structure help reduce uncertainties and mitigate these risks. Thus, we only accept risks in our businesses and

markets to the extent that opportunities for sufficient returns exist, and where we can design, implement, and operate

appropriate systems and controls to manage those risks.

Risk is linked with opportunity and closely aligned with strategic goals. The focus of our risk management is on the

reduction of uncertainty to enhance decision-making in strategy formulation and the allocation of capital and

resources.

Risk Management

The Board of Directors is responsible for ensuring a sound system of risk management and internal controls and

overseeing the processes that govern the identification, assessment, and prioritization of risks. The Audit and

Compliance Committee reviews risk management reports and the methodology and controls within the organization.

Risks are identified and managed by management. We prioritize risks based on likelihood of occurrence and

importance to the business. We quantify, measure, and monitor risks using risk indicators, with action plans to reduce

gaps between current and target risk levels. Millicom has a management risk committee comprised of members of the

Executive Team and central functions responsible for key enterprise risks (the "Management Risk Committee"). The

Management Risk Committee meets at least quarterly to consider the evolution of key risks, monitor risk levels against

appetite and tolerance, and consider future potential uncertainties and how they may manifest themselves as risks to

Millicom's business. The Chief Risk Officer is part of the Executive Team.

The Risk Management & Internal Audit function is responsible for the design, implementation, and monitoring of

Millicom’s enterprise risk management framework and processes.

Technology and Information

Information Security

Our Global Chief Information Security Officer ("CISO") manages the information security program and reports to

the EVP Chief Commercial and Technology Officer ("CCTO"). The CISO is responsible for identifying, managing and

mitigating technology-centric risks throughout the Company.The CISO oversees regional information security teams to

ensure the confidentiality, integrity and availability of all business-critical information systems and assets, and the

regional information security teams work closely with business and technology leaders to ensure compliance with

corporate policies and regional information security regulatory requirements within the various countries where we

conduct business.

Cybersecurity Risk Management

Cybersecurity risk management is an integral part of our overall enterprise risk management. We manage

cybersecurity risks through our information security program, which is designed to align with the National Institute of

Standards and Technology Cybersecurity Framework ("CSF"). Our information security program manages cybersecurity

risks by creating a framework for identifying the source of cybersecurity threats and incidents (including threats

associated with the use of services provided by third-party service providers), training employees and specialized roles,

implementing measures to protect critical data and data flows, monitoring essential networks and applications,

identifying and remediating vulnerabilities and informing executive management and our board of directors of

material cybersecurity threats and incidents.

Our cybersecurity team also engages a third-party consultant for risk incident detection and vulnerability

assessment, which employs a risk management program based on Rapid7's solutions. We confer with our third-party

consultant on a weekly basis to assess the adequacy and strength of our monitoring efforts, address operational issues

and drive continuous improvement.

In 2023, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to

materially affect our business strategy, results of operations or financial condition. However, despite our efforts, we

cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced an

undetected cybersecurity incident. For more information about these risks, please see "Key Information—1. Risks

related to telecommunications, cable and MFS industries—f. Cybersecurity and data protection" in this Annual Report.

Cybersecurity Risk Governance

Role of the Board of Directors

Our Board of Directors has overall oversight responsibility for our risk management and delegates cybersecurity

risk management oversight to the Audit and Compliance Committee of the Board of Directors. The Audit and

Compliance Committee is responsible for ensuring that management has processes in place that are designed to

mitigate cybersecurity risks to an acceptable level, in line with the Company's risk appetite and risk tolerance, and to:

• monitor the Company’s information security program, including the activities performed by the information

security team;

• provide oversight and direction on information security risk management, including cybersecurity and

related threats;

• ensure that the Company allocates the proper level of resources to information security and cybersecurity;

• monitor results and remediation of findings from audit and assurance activities related to the Company’s

information security program; and

• ensure that material information security and cybersecurity issues affecting the Company’s internal control

environment are communicated to the Audit and Compliance Committee of the Company.

Role of Management

While our Board of Directors has overall responsibility for the oversight of our enterprise risk management, our

management is responsible for day-to-day risk management. Our cybersecurity risk management is under the direction

of our CCTO and CISO, and they are primarily responsible for defining and implementing our information security

program and cybersecurity risk management (which we do not engage third parties for). In particular, our CCTO and

CISO are responsible for identifying, considering and assessing material cybersecurity risks on an ongoing basis,

establishing processes and risk indicators to ensure that such potential cybersecurity risk exposures are monitored, and

implementing mitigating actions and plans to lower risks to targeted levels. In addition, our CCTO and CISO oversee

the design of trainings on cybersecurity risks that are provided to all employees at least annually, with specialized

trainings for executives, developers, system, network and database administrators and other key roles within the

Company. More than 90% of our employees participated in security awareness and training in 2023 covering key

threats—including but not limited to phishing risk—as well as prevention and company procedures.

Our CCTO and CISO receive reports from our cybersecurity team and monitor the prevention, detection, mitigation

and remediation of cybersecurity incidents. Under the cybersecurity incident response plan, our CISO assigns a severity

rating to each incident, and an escalation matrix is used to provide notifications to management and the Board of

Directors based on the severity and duration of the incident.

In addition, our CCTO and CISO provide a quarterly update to the Audit and Compliance Committee on Millicom's

cybersecurity risk management that includes reports on cybersecurity threats and incidents, mitigation strategies and

remediation plans, recent developments in cybersecurity and updates to the Company's cybersecurity programs. Our

CCTO and CISO provide a similar cybersecurity update to management, typically once a month.

Our CCTO and CISO are certified and experienced information systems security professionals and information

security managers. Our CCTO has more than 20 years of experience in the telecommunications industry, being in

charge of technology choices since 2000, and in charge of the cybersecurity function since 2012. His presence in the

telecommunications business in emerging markets makes him knowledgeable about the technology and cybersecurity

risks that are specific to the industry and our markets. Our CISO has over 12 years of experience in managing

technology risks and controls, including eight years managing cybersecurity risks, and is certified by ISACA as a

Certified Information Security Manager ("CISM").

INFORMATION ON THE COMPANY

History and Development of the Company

The Company’s legal name is Millicom International Cellular S.A. ("MIC S.A." or "the Company"). The Company

uses the Tigo brand in all of the countries in which we do business. MIC S.A. is a public limited liability company

(société anonyme), organized and established under the laws of the Grand Duchy of Luxembourg on June 16, 1992.

The Company’s address is: 2, Rue du Fort Bourbon, L-1249 Luxembourg, Grand Duchy of Luxembourg. The

Company’s telephone number for the Head of Financial Reporting is: +352 691 750 960. The Company’s U.S. agent is:

C T Corporation, 28 Liberty Street, 42nd Floor, New York, New York 10005, United States.

MIC S.A. was formed in December 1990 when Kinnevik AB ("Kinnevik"), formerly named Industriförvaltnings AB

Kinnevik, a company established in Sweden, and Millicom Incorporated, a corporation established in the United

States, contributed their respective interests in international mobile joint ventures to form MIC S.A. See “Information

on the Company— Business Overview” for historical information regarding the development of our principal

geographic markets and “Operating and Financial Review and Prospects—Liquidity and Capital Resources— Group

Capital Expenditures and Expenditure Commitments” for a description of our capital expenditures.

The SEC maintains an Internet website that contains reports and other information about issuers, like us, that file

electronically with the SEC. The address of that website is www.sec.gov. The Company’s website address is

www.millicom.com. The information contained on, or that can be accessed through, the Company’s website is not

part of, and is not incorporated into, this Annual Report.

Business Overview

Introduction

We are a leading provider of cable and mobile services dedicated to emerging markets. Through our main brands

Tigo® and Tigo Business™, we provide a wide range of digital services in nine countries in Latin America, including

high-speed data, cable TV, direct-to-home satellite TV (“DTH” and when we refer to DTH together with cable TV, we use

the term “pay-TV”), mobile voice, mobile data, SMS, MFS, fixed voice, and business solutions including value-added

services (“VAS”). We provide services on both a business-to-consumer (“B2C”) and a business-to-business (“B2B”) basis,

and we have used the Tigo brand in all our markets since 2004.

We offer the following principal categories of services:

• Mobile, including mobile data, mobile voice, and MFS to consumer, business and government customers;

• Fixed and other services, including broadband, pay-TV, content, and fixed voice services for residential (Home)

customers, as well as voice, data and VAS and solutions to business and government customers.

We provide both mobile and cable services in eight countries: Bolivia, Colombia, El Salvador, Guatemala, Honduras,

Nicaragua, Panama and Paraguay. In addition, we provide cable services in Costa Rica. In Africa, we previously provided

mobile services in Tanzania, which we disposed of in April 2022. In 2021, we also completed the disposal of our Ghana

joint venture with Bharti Airtel. These divestitures were part of our strategy to exit Africa to better invest capital in Latin

America, and as a result of these transactions, we no longer have any operations in Africa.

Additionally, we have a large portfolio of infrastructure across Latin America and, including our Honduras joint

venture, our portfolio includes approximately 9 ,300 towers, 12 Tier III data centers and nearly 196,000 kilometers of

fiber. In 2022, we began the process of carving out our tower operations, and in 2023, we created a new wholly owned

tower infrastructure company ("Lati') to which we began transferring tower assets. In late 2023, we began exploring

the sale of a stake in Lati to one or more third-party investors.

We also have an MFS business, Tigo Money, which is currently operating in Paraguay, Guatemala, El Salvador,

Bolivia and Honduras.

We conduct our operations through local holding and operating entities in various countries, which are either our

subsidiaries (in which we are the sole shareholder or the controlling shareholder) or joint ventures with local partners.

For further details, see note A. to our audited consolidated financial statements. In this Annual Report, our description

of our operations includes the operations of all of these subsidiaries and joint ventures.

As of December 31, 2023, we provided services to 40.7 million mobile customers and 4.4 million customer

relationships with a subscription to at least one of our fixed services. This includes 3.9 million customer relationships on

our HFC and FTTH networks and 0.4 million DTH subscribers. The remaining customer relationships are served using

various technologies, including fixed wireless solutions as well as our legacy copper network.

For the year ended December 31, 2023, our revenue was $5,661 million and our net loss was $245 million. We had

approximately 16,500 employees, including our Honduras joint venture.

Our strategy

Our strategy is to continue to expand the reach and capacity of our networks and distribution capabilities to grow

our customer base over time. Underpinning this strategy is management’s assessment that penetration rates for both

mobile and fixed broadband services in our markets are low relative to penetration rates in other markets globally, and

that these have potential to increase over time. Based on our own subscriber data of mobile broadband penetration

rates, as measured by the number of subscribers who use a smartphone to access mobile data services on 4G networks,

were approximately 70% in Bolivia, 63% in Colombia, 61% in Panama, 60% in Paraguay, 56% in El Salvador, 55% in

Honduras, 48% in Nicaragua and 41% in Guatemala as of December 31, 2023. Based on our own customer data and

market intelligence, fixed and other services penetration rates, as measured by the number of residential broadband

customers as a percentage of households in the country, were approximately 61% in Costa Rica, 57% in Colombia, 48%

in Panama, 40% in Paraguay, 36% in El Salvador, 29% in Bolivia, 25% in Guatemala, 22% in Honduras , and 19% in

Nicaragua as of December 31, 2023. Pay-TV penetration rates, as measured by the number of pay-TV customers,

including DTH, as a percentage of households in the country, were approximately 55% in Costa Rica, 44% in Panama,

40% in Colombia, 35% in Paraguay, 33% in Guatemala, 32% in El Salvador, 24% in Honduras, 16% in Bolivia, and 15% in

Nicaragua as of December 31, 2023.

Our services

Our services are organized into two principal categories: (1) Mobile and (2) Fixed and other services. In addition, we

sell telephone and other equipment, comprised mostly of mobile handsets. We market these services through a variety

of channels, including owned and third-party retail outlets, direct sales, digital and internet advertising, television, and

billboards, among others.

Mobile

In our Mobile category, we provide mobile services, including mobile data, mobile voice, SMS and MFS, to

consumers, businesses, and government customers.

Mobile is the largest part of our business and generated 57% of consolidated service revenue for the year ended

December 31, 2023 and 57% of our consolidated service revenue for the year ended December 31, 2022.

Mobile data, mobile voice and SMS

We provide our mobile data, mobile voice and SMS services through 2G, 3G and 4G networks in all our mobile

markets, and we have offered 5G in Guatemala since 2022.

We provide our mobile data, mobile voice and SMS services on both prepaid and postpaid bases. In prepaid,

customers pay for service in advance through the purchase of limited-duration data packages, and they do not sign

service contracts. Among various options that our customers can choose from, we offer packages that typically begin

with a data allowance, and include a combination of voice minutes and SMS, with expiration dates varying in length

from one or more days, up to a few weeks or months. In postpaid, customers pay recurring monthly fees for the right to

consume up to a predetermined maximum amount of monthly data, voice usage and SMS.

MFS

We provide a broad range of mobile financial services such as payments, money transfers, international

remittances, savings, real-time loans and micro-insurance for critical needs through our MFS App, Tigo Money. Tigo

Money allows our customers to send and receive money, without the need for a bank account. As of December 31,

2023, we provided MFS to 4.0 million Tigo and non-Tigo customers. The service complements our Mobile and Fixed

service offerings and increases customer satisfaction and loyalty, increasing ARPU and reducing customer churn.

In 2022, we began the process of separating our Tigo Money business from our core telecommunications service

operations in order to facilitate the development of new financial and strategic partnerships aimed at accelerating Tigo

Money's growth and enhancing its value creation potential. As of year-end 2023, the separation process was well

advanced, providing us with optionality to pursue new partnerships in the future.

Fixed and other service revenue

In our Fixed and other service revenue category, we provide fixed services, including broadband, fixed voice and

pay-TV, to residential (Home) consumers and to government and business (B2B) customers. Fixed and other service

revenue generated 42% of our consolidated service revenue for the year ended December 31, 2023 and 41% of our

consolidated service revenue for the year ended December 31, 2022.

Home

Our fixed-service residential customers (a “customer relationship”) generate revenue for us by purchasing one or

more of our three fixed services, pay-TV, fixed broadband, and fixed telephony. We refer to each service that a

customer purchases as a revenue generating unit (“RGU”), such that a single customer relationship can have up to

three RGUs in countries where we are permitted to sell all three services.

We provide Home services mainly over our HFC and FTTH networks, but we also offer pay-TV services via our DTH

platform. In some markets, we also provide broadband services using fixed-wireless access and copper-based

technologies. Throughout this report, we include FTTH network and customer metrics as a subset of our HFC network

and customer metrics.

We provide Home services in every country where we operate. As of December 31, 2023, the Group had 4.4 million

customer relationships, of which 3.9 million were connected to our HFC and FTTH networks, and we had 8.6 million

HFC and FTTH RGUs.

B2B fixed

We offer fixed-voice and data telecommunications services, managed services and cloud and security solutions to

small, medium and large businesses and governmental entities. We offer B2B fixed services in all of the markets in

which we operate.

We have already deployed nearly 196,000 kilometers of fiber in our markets, including our Honduras joint venture,

and we are expanding our product portfolio to deliver more VAS and business solutions, such as cloud-based services

and ICT managed services. We have also established partnerships in the area of hypercloud, virtualization and Internet

of Things, to capture the growth in the adoption of these technologies and help our customers accelerate their digital

transformations.

Our markets

Overview

The nine markets we serve are Bolivia, Colombia, Costa Rica, El Salvador, Guatemala, Honduras (through our joint

venture), Nicaragua, Panama and Paraguay. We provide Fixed and other services in each of these markets, and we

provide Mobile services in each market except for Costa Rica.

The following chart shows the relative revenue generation of each country in our Group for 2023:

Millicom's Mobile, Broadband, and Pay-TV Operations(1)

(1) The data presented here is based on subscriber numbers as of December 31, 2023 and reflects the Millicom's experience and our investigation of

market conditions. The number of market players in each country reflects only large national network operators and excludes smaller players, and

Millicom's position is based on total market share by subscribers. Millicom has a non-controlling partner in Colombia (50%) and a joint venture

partner in Honduras (33%), with the latter accounted for in the Group's consolidated financial statements using the equity method.

Bolivia

We provide Mobile and Fixed and other services through Telefónica Celular de Bolivia S.A., which is wholly owned

by the Millicom Group. We have operated in Bolivia since 1991.

Mobile: As of December 31, 2023, we served 3.9 million subscribers and were the second largest provider of Mobile

services in Bolivia, as measured by total subscribers.

Fixed and other: As of December 31, 2023, we were the largest provider of broadband and pay-TV services in

Bolivia, as measured by subscribers, and we had 661,000 customer relationships. We offer broadband services through

HFC and FTTH, and we provide pay-TV primarily through HFC, FTTH, and DTH in Bolivia.

Colombia

We provide Mobile and Fixed and other services in Colombia through UNE EPM Telecomunicaciones S.A. ("UNE"),

in which we own a 50% plus one voting share interest and Colombia Móvil S.A., which is a wholly owned subsidiary of

UNE. We have operated in Colombia through Colombia Móvil S.A. since 2006 and acquired our interest in UNE, with

which we had previously co-owned Colombia Móvil S.A., via a merger in 2014. See note C.7.4. to our audited

consolidated financial statements, including elsewhere in this Annual Report, for a description of the put option

maturing on September 30, 2024, that, if exercised, would allow Empresas Públicas de Medellín, our local partner, to

sell to Millicom its entire 50% stake in UNE for COP 330 billion.

Mobile: As of December 31, 2023, we served 11.6 million subscribers and were the third largest provider of Mobile

services in Colombia, as measured by subscribers. On February 26, 2024, Tigo Colombia finalized its agreement with

Telefonica's subsidiary in Colombia to create a jointly-owned mobile infrastructure business, which will combine some

of our mobile network infrastructure and spectrum assets with the mobile network infrastructure and spectrum assets

of Telefonica's subsidiary.

Fixed and other services: Tigo is one of the principal digital cable operators in Colombia. As of December 31, 2023,

we were the second largest provider of pay-TV and broadband internet services in Colombia, as measured by

subscribers, with 1.5 million customer relationships. Since 2022, we also have wholesale network access agreements

with Empresa de Telecomunicaciones de Bogota ("ETB") and Ufinet, giving us the ability to market Tigo fixed services in

the Bogota metropolitan area where ETB or Ufinet have deployed their FTTH networks.

Costa Rica

We provide Fixed and other services in Costa Rica through Millicom Cable Costa Rica S.A. ("Millicom Costa Rica"),

which is wholly owned by the Millicom Group. We have operated in Costa Rica since our acquisition of Amnet in 2008.

Amnet and its predecessor companies began operating in Costa Rica in 1982, and the company was the first to provide

pay-TV services in the country.

Fixed and other services: As of December 31, 2023, we had 234,000 customer relationships through our HFC

network and DTH services, and we were the second largest provider of pay-TV and the fourth largest provider of

broadband internet services in Costa Rica, as measured by subscribers.

El Salvador

We provide Mobile and Fixed and other services in El Salvador through Telemóvil El Salvador, S.A. de C.V.

(“Telemóvil”), which is wholly owned by the Millicom Group. We have operated in El Salvador since 1993.

Mobile: As of December 31, 2023, we served 3.0 million subscribers and were the largest provider of Mobile

services in El Salvador as measured by subscribers.

Fixed and other services: Telemóvil is a leading cable operator in El Salvador. As of December 31, 2023, we were the

second largest provider of pay-TV and the second largest provider of broadband internet services, as measured by

subscribers, with a total of 297,000 customer relationships on our HFC network and DTH services.

Guatemala

We provide Mobile and Fixed and other services in Guatemala, principally through Comunicaciones Celulares S.A.

("Comcel"). On November 12, 2021, we signed and closed an agreement to acquire the remaining 45% equity interest

in Comcel and the other entities that operate our Guatemala business from our local partner. As a result, Millicom owns

a 100% equity interest in the entities that operate our Guatemala business and fully consolidates them since that date

(see note A.1.2. to our audited consolidated financial statements for additional details). We have operated in

Guatemala since 1990.

Mobile: As of December 31, 2023, we provided Mobile services to 11.7 million customers and were the largest

provider of mobile services in Guatemala, as measured by subscribers. In 2022, we became the first mobile operator in

the country to launch 5G services. During 2023, we participated in two separate spectrum auctions, which allowed us

to significantly increase the total amount of spectrum available to us.

Fixed and other services: As of December 31, 2023, we were the largest provider of pay-TV and broadband internet

services in Guatemala, as measured by subscribers, and we served 720,000 customer relationships with both HFC and

FTTH networks, as well as DTH services.

Honduras

We provide Mobile and Fixed and other services in Honduras through Telefónica Celular S.A. de C.V. (“Celtel”), a

joint venture in which the Millicom Group holds a 66.67% equity interest. The remaining 33.33% of Celtel is owned by

our local partner. See “Operating and Financial Review and Prospects—Operating Results — Guatemala and Honduras

joint ventures” for details regarding the accounting treatment of our Honduras operations. We have operated in

Honduras since 1996.

Mobile: As of December 31, 2023, we served 5.1 million Mobile subscribers, and we were the largest provider of

Mobile services, as measured by subscribers.

Fixed and other services: As of December 31, 2023, we were the second largest provider of Pay TV and the largest

provider of broadband internet services, as measured by subscribers, with 196,000 customer relationships. We offer

triple-play services (cable TV, internet and fixed telephone) in Honduras, and we also offer DTH, expanding the reach of

our pay-TV offering to areas not covered by our fixed network. We continue to invest to expand and upgrade the

capacity of our fixed network in Honduras.

Nicaragua

In 2019, we purchased Telefonía Celular de Nicaragua, S.A., the leading provider of Mobile services in the country,

based on the number of subscribers. As of December 31, 2023, we served 3.7 million mobile subscribers.

Prior to 2019, we had a very small presence in Nicaragua, where we provided mostly B2B fixed services. We have

also provided Cable services to a small but rapidly growing customer base since 2018, and we were the second largest

provider of pay-TV and broadband services, as measured by subscribers, as of December 31, 2023.

Panama

We provide Mobile and Fixed and other services in Panama through Telecomunicaciones Digitales, S.A., formerly

known as Cable Onda S.A. ("Tigo Panama"). We have operated in Panama since our acquisition of an 80% stake in Tigo

Panama in December 2018. In June 2022, we acquired the remaining 20% stake and now own 100% of Tigo Panama.

Tigo Panama and its predecessor companies began operating in 1982, and the company was the first to provide pay-

TV services in the country. In 2019, Tigo Panama acquired Grupo de Comunicaciones Digitales S.A. (formerly Telefónica

Móviles Panamá, S.A.) and started to provide Mobile services.

Mobile: As of December 31, 2023, we had 2.6 million Mobile subscribers, and we were the largest provider of

Mobile services in Panama, as measured by total mobile subscribers.

Fixed and other services: As of December 31, 2023, we had 440,000 customer relationships on our fixed network as

well as through DTH services, and we were the largest provider of pay-TV and the largest provider of broadband

internet services in Panama, as measured by subscribers.

Paraguay

We provide Mobile and Fixed and other services in Paraguay through various subsidiaries which are all wholly

owned by the Millicom Group. Our largest subsidiary in Paraguay is Telefónica Celular del Paraguay S.A. ("Telecel"). We

have operated in Paraguay since 1992.

Mobile: As of December 31, 2023, we had 4.1 million Mobile subscribers, and we were the largest provider of

Mobile services in Paraguay, as measured by total mobile subscribers.

Fixed and other services: We are the largest provider of pay-TV and broadband internet services in Paraguay as

measured by subscribers. As of December 31, 2023, we had 487,000 customer relationships with our fixed networks,

DTH, and, to a much lesser extent, other technologies. We offer pay-TV services primarily using our fixed network, and

we use our DTH license to offer pay-TV in areas not reached by our fixed network. We offer residential broadband

internet services mostly using our fixed network, but we also employ wireless technology to provide service beyond

the reach of our fixed networks. We have exclusive rights to broadcast Paraguay’s national league championship

games through 2027, and we have exclusive sponsorship rights in telecommunications for the Paraguayan National

Soccer Team through 2026.

Regulation

The licensing, construction, ownership and operation of cable TV and mobile telecommunications networks and

the grant, maintenance and renewal of cable TV and mobile telecommunications licenses, as well as radio frequency

allocations and interconnection arrangements, are regulated by different governmental authorities in each of the

markets that Millicom serves. The regulatory regimes in the markets in which Millicom operates are less developed

than in other countries such as the United States and countries in the European Union, and can therefore change

quickly. See “Key Information—Risk Factors—2. Risks related to Millicom's business in the markets in which it operates

—F. Legal and regulatory—Developing legal systems in the countries in which we operate create a number of

uncertainties for our businesses.”

Typically, Millicom’s cable and mobile operations are regulated by the government (e.g., a ministry of

communications), an independent regulatory body or a combination of both. In all of the markets in which Millicom

operates, there are ongoing discussions and consultation processes involving other operators and the governing

authorities regarding issues such as mobile termination rates and other interconnection rates, universal service

obligations, interconnection obligations, spectrum allocations, universal service funds and other industry levies and

number portability. This list is not exhaustive; such ongoing discussions are a typical part of operating in a regulated

environment.

Changes in regulation can sometimes impose new burdens on the telecommunications industry and have a

material impact on our business and on our financial results. For example, regulators in our markets periodically require

that we reduce the interconnection fees that we charge other telecom operators to terminate voice traffic on our

network. At times, such measures can have a material adverse effect on our overall results of operations. For example,

in response to public health crises, governments in several of our markets have prohibited, and may again prohibit, the

disconnection of customers with past due accounts for an extended period, which impacted our revenues and

collections.

The mobile services we provide require the use of spectrum, for which we have various licenses in each country

where we provide mobile services. Spectrum licenses have expiration dates that typically range from 10 to 20 years.

Historically, we have been able to renew our licenses upon expiration by agreeing to pay additional fees. We generally

expect to continue to renew most of our current licenses as they expire, and we expect to acquire new spectrum

licenses as they become available in the future.

The table below summarizes our most important current mobile spectrum holdings by country:


Country	Spectrum	Blocks	Expiration date
Bolivia	700MHz	2x12MHz	2028
Bolivia	850MHz	2x12.5MHz	2030
Bolivia	AWS	2x15MHz	2028
Bolivia	1900MHz	2x10MHz	2028
Bolivia	27GHz	575Mhz	2031
Colombia	700MHz	2x20MHz	2040
Colombia	AWS	2x15MHz	2024
Colombia	1900MHz	2x5MHz	2029
Colombia	1900MHz	2x20MHz	2043
Colombia*	3500MHz	2x40MHz	2044
El Salvador	850MHz	2x12.5MHz	2038
El Salvador	AWS	2x25MHz	2040
El Salvador	1900MHz	2x5MHz	2041
El Salvador	1900MHz	2x5MHz	2028
Guatemala	850MHz	2x24MHz	2032 - 2035
Guatemala**	700MHz	2x15MHz	2033 - 2035
Guatemala	700MHz	2x10MHz	2043
Guatemala**	2600MHz	2x45MHz	2026-2032-2043
Guatemala	2600MHz	1x50MHz	2032
Guatemala	3500MHz	1x75MHz	2033
Guatemala	3500MHz	1x50MHz	2033
Honduras	850MHz	2x25MHz	2028
Honduras	AWS	2x20MHz	2028
Nicaragua	700MHz	2x20MHz	2033
Nicaragua	850MHz	2x12.5MHz	2033
Nicaragua	1900MHz	2x30MHz	2033
Nicaragua	AWS	2x20MHz	2033
Panama	700MHz	2x10MHz	2036
Panama	850MHz	2x12.5MHz	2036
Panama	1900MHz	2x10MHz	2036
Panama	AWS	2x20MHz	2036
Paraguay	850MHz	2x12.5MHz	2026
Paraguay	700MHz	2x15MHz	2024
Paraguay	AWS	2x15Mz	2026
Paraguay	1900MHz	2x15MHz	2027

* The 3.5 GHz band was jointly acquired with Colombia Telecomunicaciones S.A. ESP BIC – Telefonica.

**Spectrum blocks have regional allocations and varying expiration dates.

Below, we provide further regulatory details in respect of certain of our countries of operation.

Bolivia: We hold a license to provide telecommunication services in Bolivia until 2051, mobile service authorization

and spectrum licenses until 2030, and cable, VOIP authorizations until 2028 and internet authorizations until 2046.

Colombia: Colombia Móvil S.A. (Colombia Móvil) has two separate nationwide spectrum licenses in the 1900 MHz

band. In June 2013, Colombia Móvil, acquired spectrum in the AWS (1700/2100 MHz) band, which we use to offer 4G

services. In order to reduce the cost and accelerate the deployment of the 4G network, we entered into a network

sharing agreement with our competitor, Telefónica Colombia. Colombia Móvil also has an indefinite license

(Habilitación General) that allows the company to offer several nationwide telecommunication services. In August 2019,

the President of Colombia sanctioned the Law of Modernization of the Information Technology and Communications

Sector which, among other changes, changed the duration of spectrum permits from 10 to 20 years. The Colombian

government auctioned 700 MHz spectrum in 2019, and we obtained 2x20 MHz in this band, which was key for our

business to compete effectively in the market. In 2023, our 1900 MHz license was renewed until 2043, and we

requested an extension for our AWS license for an additional year. In 2019, our cable TV license was successfully

migrated to the indefinite license (Habilitación General) to provide telecommunication services in Colombia, in

accordance with the new law.

Costa Rica: We hold a general license to provide telecommunication services which expires in 2024, and a spectrum

permit to download content for cable TV services which expires in 2029.

El Salvador: We hold a license to provide TV services until 2029 (fixed), telephone services until 2030, wireless

telephone services until 2034 and several spectrum licenses until 2041.

Guatemala: Comcel operates a nationwide mobile network, and it holds spectrum licenses that begin to expire in

2026. In 2023, the government auctioned 700MHz spectrum, in which we acquired two blocks of 10 MHz each. This

increased the total amount of 700 MHz spectrum, totaling 2x25 MHz. We also secured 90 MHz spectrum in the 2.6 GHz

band, achieving 2x45MHz blocks and one block of 50 MHz nationwide.

Honduras: Celtel has spectrum licenses in the 850 MHz and AWS bands, which expire in 2028. The Honduran

government has been planning a multi-band frequency spectrum auction in the 700 MHz and 3,500 MHz bands. The

auction has been delayed several times, most recently due to the change of authorities following the introduction of a

new government. In 2024, we plan to request the renewal of pay-TV and fixed telephone licenses that are scheduled to

expire.

Panama: We hold two cable TV licenses that expire in 2024, a radio license that expires in 2025 and two

commercial data transmission licenses and an Internet for public access license that expire in 2038. In 2022, we

permanently acquired spectrum in the AWS band.

Paraguay: We own licenses in four bands of spectrum in Paraguay to provide mobile services. Our spectrum license

for 700 MHz was renewed in March 2024.

Trademarks and licenses

We own or have rights to some registered trademarks in our business, including Tigo®, Tigo Business®, Tigo

Sports®, Mi Tigo®, Tigo Shop®, Tigo Money®, Tigo OneTv ®, Millicom® and The Digital Lifestyle®, among others. Under a

number of trademark license agreements and letters of consent, certain operating subsidiaries are authorized to use

the Tigo and Millicom trademarks under the applicable terms and conditions.

Research and Development, Patents and Licenses, etc.

We do not engage in research and development activities, and we do not own any patents.

Property, Plant and Equipment

Overview

We own, or have the right to access and use through long-term leases, telecommunications sites and related

infrastructure and equipment in all of our markets. In addition, we own, or have the right to access and use through

long-term leases, tower space, warehouses, office buildings and related telecommunications facilities in all of our

markets. We are also party to several site sharing agreements whereby we share our owned telecommunications sites

and related infrastructure and equipment, or lease such property from our counterparties in an effort to maximize the

use of telecommunications sites globally. Our leased properties are owned by private individuals, corporations and

sovereign states.

Assets used for the provision of cable TV and mobile telephone services include, without limitation:

•switching, transmission and receiving equipment;

•connecting lines (cables, wires, poles and other support structures, conduits and similar items);

•diesel generator sets and air conditioners;

•real property and infrastructure, including telecommunications towers, office buildings and warehouses;

•easements and other rights to use or access real property;

•access roads; and

•other miscellaneous assets (work equipment, furniture, etc.).

Tower infrastructure

We determined that owning passive infrastructure, such as mobile telecommunications towers, no longer confers

a competitive advantage in our markets and that utilization of these assets could be optimized.

As a result, in 2023, we began the process of identifying and transferring towers to newly created local legal

entities in each of our countries of operation in order to operate and manage these assets separately in the future. The

passive infrastructure to be transferred to the new Tower business includes more than 9,000 sites across seven

countries.

In order to optimize the capital structure of the Tower business, we have also initiated a monetization process. We

believe this will allow us to focus our capital investment on other fixed assets, such as network equipment, thereby

increasing our network coverage, capacity and the overall quality of our service, while also improving our return on

invested capital.

For additional information, see note E.3. to our audited consolidated financial statements included elsewhere in

this Annual Report.

Organizational Structure and Subsidiaries

The parent company, Millicom International Cellular S.A. ("MIC S.A."), is a Luxembourg public limited liability

company (société anonyme). The following table identifies MIC S.A.’s main subsidiaries as of December 31, 2023:


Entity	Country	Activity	Ownership Interest* (%)
Colombia Móvil S.A. E.S.P.	Colombia	Mobile	50-1 share
Comunicaciones Celulares S.A.	Guatemala	Mobile	100
Distribuidora de Comunicaciones de Occidente, S.A.	Guatemala	Mobile	100
Grupo de Comunicaciones Digitales, S.A. (formerly Telefonica Moviles Panama, S.A.)	Panama	Mobile	100
Lati International S.A. (i)	Luxembourg	Holding Company ('Lati business')	100
Millicom Cable Costa Rica S.A.	Costa Rica	Cable, DTH	100
Millicom Holding B.V.	Netherlands	Holding Company	100
Millicom International Operations B.V.	Netherlands	Holding Company	100
Millicom International Services LLC	USA	Services Company	100
MIC Latin America B.V.	Netherlands	Holding Company	100
Millicom LIH S.A.	Luxembourg	Holding Company	100
Millicom International Operations S.A.	Luxembourg	Holding Company	100
Millicom Spain S.L.	Spain	Holding Company	100
Millicom Telecommunications S.A. (ii)	Luxembourg	Holding Company ('MFS business')	100
Navega.com S.A.	Guatemala	Cable, DTH	100
Servicios Especializados en Telecomunicaciones, S.A.	Guatemala	Mobile	100
Servicios Innovadores de Comunicacion y Entretenimiento, S.A.	Guatemala	Mobile	100
Servicios y Productos Multimedios S.A.	Paraguay	Pay-TV, Internet	100
Telecomunicaciones Digitales, S.A. (formerly Cable Onda S.A.)	Panama	Cable, Pay-TV, Internet, DTH, Fixed-line	100
Telefonica Celular de Bolivia S.A.	Bolivia	Mobile, DTH, Cable	100
Telefonia Celular de Nicaragua S.A.	Nicaragua	Mobile, Cable, Internet, Fixed-line	100
Telefonica Celular del Paraguay S.A.	Paraguay	Mobile, Cable, Pay-TV	100
Telemovil El Salvador S.A. de C.V.	El Salvador	Mobile, Cable, DTH	100
UNE EPM Telecomunicaciones S.A. and subsidiaries	Colombia	Fixed-line, Internet, Pay-TV, Mobile	50-1 share
* Also reflects the voting interest, except in Colombia where voting interest is 50% + 1 share for each of the two entities.
(i) Lati International S.A. is the holding company of our tower business.
(ii) Millicom Telecommunications S.A. is the holding company of most of our MFS business.

In addition, we provide services in Honduras through Celtel, a joint venture in which MIC S.A. indirectly holds a

66.67% equity interest. We entered into our joint venture in Honduras at the inception of this business in the 1990s. At

that time, Millicom had limited sources of capital and was investing heavily to deploy mobile operations in many

countries around the world; this partner provided local market expertise and reduced Millicom’s overall capital needs.

Despite the fact that Millicom owns more than 50% of the shares of this entity and has the right to nominate a majority

of the directors, all decisions taken by the board or the shareholders in Honduras must be taken by a super-majority

vote. This effectively gives either shareholder the ability to veto any decision and therefore neither shareholder has

sole control over our joint venture in Honduras.

Unresolved Staff Comments

Not applicable.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion of our financial condition and results of operations should be read in conjunction with our

audited consolidated financial statements for the years ended December 31, 2023, 2022 and 2021, and the notes thereto,

included elsewhere in this Annual Report.

The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results

and the timing of events may differ materially from those expressed or implied in such forward-looking statements as a result

of various factors, including those set forth in “Forward-Looking Statements” and “Key Information—Risk Factors.”

Operating Results

Factors affecting our results of operations

Our performance and results of operations have been and will continue to be affected by a number of factors and

trends, including principally:

•Macro and socio-demographic factors. These affect demand for and affordability of our services and include

consumer confidence and expansion of the middle class, as well as foreign currency exchange rate volatility

and inflation which can impact our cost structure and profitability. Growth in GDP per capita and expansion of

the middle class make our services affordable to a larger pool of consumers. The emerging markets we serve

tend to have younger populations and faster household formation, and typically have more children per

family, than developed markets, driving demand for our residential services, such as broadband internet and

pay-TV. Digitalization of societies leads to more devices connected per household and more data needs.

Exposure to inflationary pressures and foreign currency exchange volatility may negatively impact our

profitability or make our services more expensive for our customers. See “Quantitative and Qualitative

Disclosures About Risk—Foreign currency risk.”

•Competitive intensity, which largely reflects the number of market participants and the financial strength of each,

varies over time and from market to market. Markets tend to be more price competitive and less profitable for

us when there are more market participants, and thus any future increase in the number of market

participants in any of our markets would likely have a negative effect on our business.

•Changes in regulation. Our business is highly dependent on a variety of licenses granted by regulators in the

countries where we operate. Any changes in how regulators award and renew these licenses could impact our

business. In particular, our mobile services business requires access to licensed spectrum, and we expect our

business and the mobile industry in general to require more spectrum in the future to meet future mobile data

traffic needs. In addition, regulators can impose certain constraints and obligations that can have an impact on

how we operate the business and on our profitability.

•Technological change. Our business relies on technology that continues to evolve rapidly, forcing us to adapt

and deploy new innovations that can impact our investment needs and our cost structure, as well as create

new revenue opportunities for both our mobile and fixed services. With respect to mobile services, the global

industry is already well advanced in the deployment of 5G, which we expect will drive continued demand for

data in the future. With respect to fixed services, the cable infrastructure we are deploying, largely based on

the DOCSIS 3.0 standard, continues to evolve, and we are deploying alternatives such as DOCSIS 3.1 and FTTH

in certain markets. Over time, 5G and other mobile technologies may also be considered as viable alternatives

for fixed services. Technological change is also impacting the capabilities of the equipment our customers use,

such as mobile handsets and set-top boxes, and potential changes in this area may impact demand or the cost

of providing our services in the future.

•Changes in consumer behavior and needs. In recent years, consumption of mobile services has shifted from

voice and SMS to data services due largely to changes in consumer patterns, including for example the

adoption and growth of social media, made possible by new smartphones on 4G and 5G networks capable of

high quality live video streaming.

•Political changes. The countries where we operate are characterized as having a high degree of political

uncertainty, and electoral cycles can sometimes impact business investment, consumer confidence, and

broader economic activity, as well as inflation and foreign exchange rates. Moreover, changes in government

can sometimes produce significant changes in taxation and regulation of the telecommunications industry

that can have a material impact on our business and financial results.

• Cost-reduction measures. Beginning in 2022 and throughout 2023 we implemented a broad-based efficiency

program ("Project Everest"), and we incurred severance and other restructuring costs of approximately $87

million in 2023. See also note H. to our audited consolidated financial statements.

Additional factors and trends affecting our performance and the results of operations are set out in "Key

Information—Risk Factors."

Factors affecting comparability of prior periods

Acquisitions

On November 12, 2021, Millicom signed and closed an agreement to acquire the remaining 45% equity interest in

its joint venture business in Guatemala (“Tigo Guatemala”) from our local partner for $2.2 billion in cash. As a result,

Millicom owns a 100% equity interest in Tigo Guatemala. See note A.1.2. to our audited consolidated financial

statements for additional details regarding this acquisition and the accounting treatment thereof.

In the years ended December 31, 2023, 2022 and 2021, the Group also completed certain other minor acquisitions.

Discontinued operations

Tanzania

On April 19, 2021, we announced the signing of an agreement for the sale of our operations in Tanzania to a

consortium led by Axian. The transaction was completed on April 5, 2022 for initial cash consideration of approximately

$101 million (subject to final price adjustments). See note E.4. to our audited consolidated financial statements for

additional details regarding this divestiture.

Ghana

On March 3, 2017, we and Bharti Airtel Limited ("Airtel") announced that we had entered into an agreement for

MIC S.A.'s subsidiary Tigo Ghana Limited and Airtel's subsidiary Airtel Ghana Limited to combine their operations in

Ghana. As per the agreement, we and Airtel had equal ownership and governance rights in the combined entity

("AirtelTigo"). On April 19, 2021, we announced that we had signed a definitive agreement to sell our ownership in

AirtelTigo to the Government of Ghana, and the sale was subsequently completed on October 13, 2021.

Guatemala and Honduras joint ventures

Though we hold a majority ownership interest in the entities that own the Honduras joint venture, the board of

directors is composed of equal numbers of directors from Millicom and from our respective partners, and the

shareholders’ agreements for each entity require unanimous board approval for key decisions relating to the activities

of these entities. As such, we have determined that neither party controls the entities, and we therefore account for our

investments in these entities as equity method investments.

Prior to November 12, 2021, we held a majority interest in the entities that comprised the Guatemala joint venture

and accounted for our investments in these entities as equity method investments, as neither we nor our partners

controlled the entities. As a result of the acquisition of the remaining 45% equity interest in our operations in

Guatemala on November 12, 2021, we have consolidated Tigo Guatemala in our audited consolidated financial

statements since November 12, 2021.

We report our share of the net income of these joint ventures in our consolidated statement of income under the

caption “Share of profit in joint ventures.” The share of the net income of the Guatemala joint venture is reflected in this

caption up until November 12, 2021. On and after November 12, 2021, the Guatemala operations are consolidated

within our audited consolidated statement of income.

For additional details on the Guatemala and Honduras joint ventures, see note A.2. to our audited consolidated

financial statements.

Our segments

Our management determines operating and reportable segments based on the reports that are used by the chief

operating decision maker (the "CODM") to make strategic and operational decisions from both a business and

geographic perspective. Our risks and rates of return for our operations were predominantly affected by operating in

different geographical regions. Until the divestiture of our Tanzania business in April 2022, we had businesses in two

main regions, Latin America and Africa, which constituted our two reportable segments. As a result of the sale of the

Tanzania business and its reclassification as discontinued operations, we no longer report an Africa segment in our

financial statements included elsewhere in this Annual Report. Further, during the latter half of 2023, we implemented

significant organizational changes to focus on driving profitable growth with a leaner corporate structure. We also

adopted a decentralized approach to streamline decision-making processes and enhance agility to improve

profitability and shareholder value. Due to these organizational changes, and considering the information now being

reviewed by the CODM to assess performance and allocate resources, our operating segments were redefined to align

with our countries of operation. Our reportable segments now consist of Guatemala, Colombia, Panama, Bolivia,

Honduras, Paraguay and Other reportable segments, which includes Nicaragua, Costa Rica and El Salvador.

Our customer base

We generate revenue mainly from the mobile and fixed and other services that we provide and, to a lesser extent,

from the sale of telephone and other equipment. For a description of our services, see “Information on the Company—

Business Overview—Our services.” Our results of operations are therefore dependent on both the size of our customer

base and on the amount that customers spend on our services.

We measure the amount that customers spend on our services using a telecommunications industry metric known

as ARPU, or average revenue per user per month. We define ARPU for our Mobile customers as (x) the total mobile and

mobile financial services revenue (excluding revenue earned from tower rentals, call centers, data and mobile virtual

network operators, visitor roaming, national third parties roaming and mobile telephone equipment sales revenue) for

the period, divided by (y) the average number of Mobile subscribers for the period, divided by (z) the number of

months in the period. We define ARPU for our Home customers as (x) the total home revenue (excluding equipment

sales and TV advertising) for the period, divided by (y) the average number of customer relationships for the period,

divided by (z) the number of months in the period.

We provide certain customer data below that we believe will assist investors in understanding our performance

and to which we refer later in this section in discussing our results of operations.


Group mobile customers	As of December 31,
	2023	2022	2021
	(in thousands, except where noted)
Mobile Customers	40,665	40,576	39,802
Mobile customer ARPU (in U.S. dollars)	$6.0	$6.1	$6.3


Group - Mobile ARPU Reconciliation	As of December 31,
	2023	2022	2021(i)
Mobile service revenue ($m)	2,993	2,957	2,933
Mobile service revenue ($m) from non-Tigo customers ($m) *	(51)	(43)	(30)
Mobile service revenue ($m) from Tigo customers (A)	2,942	2,914	2,903
Mobile customers - end of period (000)	40,665	40,576	39,802
Mobile customers - average (000) (B) **	40,635	40,041	38,393
Mobile ARPU (USD/Month) (A/B/number of months)	6.0	6.1	6.3

(i) Tigo Guatemala is fully consolidated since the acquisition of the remaining 45% shareholding on November 12, 2021. 2021 Figures include Tigo

Guatemala as if it was consolidated.

*Refers to production services, MVNO, DVNO, equipment rental revenue, call center revenue, national roaming, equipment sales, visitor roaming, tower

rental, DVNE and other non-customer driven revenue.

**Average of the last five quarter-end subscriber totals.


Mobile customers by country in our Group	As of December 31,
	2023	2022	2021
	(in thousands)
Bolivia	3,875	3,687	4,119
Colombia	11,632	11,511	11,271
El Salvador	2,966	3,026	2,919
Guatemala	11,715	11,793	11,754
Nicaragua	3,710	3,860	3,757
Panama	2,642	2,441	2,095
Paraguay	4,124	4,258	3,887

In addition to the above, our Honduras Joint Venture had 5,088 thousand mobile customers as of December 31,

2023, 5,152 thousand customers as of December 31, 2022 and 5,079 customers as of December 31, 2021.


Group Home customers	As of December 31,
	2023	2022	2021
	(in thousands, except where noted)
Total homes passed	13,348	12,905	12,083
Total customer relationships (i)	4,435	4,811	4,704
HFC / FTTH homes passed	13,112	12,632	11,810
HFC / FTTH customer relationships	3,868	4,139	3,988
HFC / FTTH RGUs	8,619	8,708	8,360
HFC / FTTH broadband internet RGUs	3,602	3,778	3,637
Home ARPU (in U.S. dollars)	$27.1	$26.6	$28.4

(i) Beginning in 2023 we include only residential customer relationships and homes passed. Prior year data also include data related to B2B customers.

In addition to the above, our Honduras joint venture had 173 thousand HFC / FTTH customer relationships as of

December 31, 2023, 172 thousand as of December 31, 2022 and 160 thousand as of December 31, 2021.


Group - Home ARPU Reconciliation	As of December 31,
	2023	2022	2021
Home service revenue ($m)	1,537	1,555	1,590
Home service revenue ($m) from non-Tigo customers ($m) *	(28)	(33)	(29)
Home service revenue ($m) from Tigo customers (A)	1,510	1,522	1,561
Customer Relationships - end of period (000) **	4,435	4,811	4,704
Customer Relationships - average (000) (B) ***	4,647	4,765	4,575
Home ARPU (USD/Month) (A/B/number of months)	27.1	26.6	28.4

Beginningin 2023, the calculation of Home ARPU includes equipment rental.

*TV advertising, production services, equipment rental revenue, call center revenue, equipment sales and other non-customer-driven revenue.

**Represented by homes connected all technologies (HFC + Other Technologies + DTH & Wimax RGUs).

***Average of the last five quarters.

Results of operations

We have based the following discussion on our consolidated financial statements included elsewhere in this

Annual Report. You should read it along with these financial statements, and it is qualified in its entirety by reference to

them. See “Operating and Financial Review and Prospects—Operating Results —Factors affecting comparability of

prior periods.”

Group Consolidated results of operations for the years ended December 31, 2023 and 2022

The following table sets forth certain consolidated statement of income data for the periods indicated:


	Year ended December 31,		Percentage Change
	2023	2022
	(U.S. dollars in millions, except percentages)
Revenue	5,661	5,624	0.7%
Equipment, programming and other direct costs	(1,507)	(1,506)	(0.1)%
Operating expenses	(2,043)	(1,890)	(8.1)%
Depreciation	(978)	(999)	2.1%
Amortization	(360)	(345)	(4.5)%
Share of profit in joint ventures	42	32	30.6%
Other operating income (expenses), net	10	(2)	NM
Operating profit	826	915	(9.8)%
Interest and other financial expenses	(712)	(617)	(15.5)%
Interest and other financial income	28	18	58.0%
Other non-operating (expenses) income, net	36	(78)	NM
Loss from other joint ventures and associates, net	(3)	—	NM
Profit (loss) before taxes from continuing operations	175	238	(26.4)%
Tax expense	(424)	(222)	(90.8)%
Profit (loss) from continuing operations	(249)	16	NM
Profit (loss) from discontinued operations, net of tax	4	113	(96.3)%
Net profit (loss) for the year	(245)	129	NM

The following table sets forth group revenue opened by:


	Year ended December 31,
	2023	2022	Percentage Change
	Group	Group	Group
	(U.S. dollars in millions, except percentages)
Mobile revenue .......................................................	2,993	2,957	1.2%
Fixed and other service revenue ............................	2,192	2,145	2.2%
Other revenue .........................................................	65	69	(4.8)%
Service revenue(i) .................................................	5,250	5,171	1.5%
Telephone and equipment revenue ......................	411	454	(9.5)%
Revenue .................................................................	5,661	5,624	0.7%

(i) Service revenue is revenue related to the provision of ongoing services such as monthly subscription fees for mobile and broadband, airtime and

data usage fees, interconnection fees, roaming fees, mobile finance service commissions and fees from other telecommunications services such as data

services, short message services, installation fees and other value added services excluding telephone and equipment sales.

Revenue

Revenue increased by 0.7% for the year ended December 31, 2023 to $5,661 million from $5,624 million for the

year ended December 31, 2022. The increase in revenue of $37 million reflects positive revenue growth in most

countries, partially offset by lower revenue in Guatemala, Colombia and Bolivia. Additionally, see "—Revenue and

EBITDA by Reportable Segments for the years ended December 31, 2023 and 2022 " below.

Equipment, programming and other direct costs

Equipment, programming and other direct costs increased by 0.1% for the year ended December 31, 2023 to

$1,507 million from $1,506 million for the year ended December 31, 2022. Equipment, programming and other direct

costs increased by less than the increase in revenue due to a change in revenue mix, as revenue from services

increased, while revenue from the sale of equipment declined during the period.

Operating expenses

Operating expenses increased by 8.1% for the year ended December 31, 2023 to $2,043 million from $1,890 million

for the year ended December 31, 2022. Of the $152 million increase, $87 million was for severance and other

restructuring costs related to Project Everest, and $19 million was related to one-off legal cases. During 2023, we also

incurred $33 million in legal costs and applicable value-added taxes related to the subpoenas that we received from

the DOJ. The remaining portion of the increase was mostly related to higher share-based compensation and non-

recurring costs related to the prior buyout discussions. Excluding these unusual items, operating expenses were about

flat year-on-year, as cost savings initiatives offset the impact of elevated inflation in some markets.

Depreciation

Depreciation decreased by 2.1% for the year ended December 31, 2023 to $978 million from $999 million for the

year ended December 31, 2022. The decline is mostly due to a 2023 prospective change in the useful lives for tower

and civil works assets.

Amortization

Amortization increased 4.5% for the year ended December 31, 2023 to $360 million from $345 million for the year

ended December 31, 2022. The increase is mostly due to the renewal of spectrum licenses in Colombia during 2023.

Share of profit in joint ventures

Share of profit in joint ventures increased by 30.6% for the year ended December 31, 2023 to $42 million from $32

million for the year ended December 31, 2022. The increased profitability of our Honduras joint venture reflects

improved operational performance and lower depreciation, partially offset by severance.

Other operating income (expenses), net

Other operating income (expenses), net, increased by $12 million for the year ended December 31, 2023 to an

income of $10 million from an expense of $2 million for the year ended December 31, 2022. The increase reflects the

disposal of assets (such as copper wires no longer in use) in 2023, as well as the negative impact of a software contract

termination in 2022.

Interest and other financial expenses

Interest and other financial expenses increased by 15.5% for the year ended December 31, 2023 to $712 million

from $617 million for the year ended December 31, 2022, reflecting the impact of higher interest rates on our variable

debt and commissions on the purchase of U.S. dollars by our operations in Bolivia.

Interest and other financial income

Interest and other financial income increased by 58.0% for the year ended December 31, 2023 to $28 million from

$18 million for the year ended December 31, 2022, due to a $12 million gain on the repurchase of bonds.

Other non-operating (expenses) income, net

Other non-operating (expenses) income, net, increased by $114 million for the year ended December 31, 2023 to

an income of $36 million from an expense of $78 million for the year ended December 31, 2022. The increase was

mainly due to foreign exchange gains in 2023 compared to foreign exchange losses in 2022.

Loss from other joint ventures and associates, net

Loss from other joint ventures and associates, net, increased by $2 million for the year ended December 31, 2023

to $3 million from a result of nil for the year ended December 31, 2022, that was attributable to our former operations

in Ghana.

Tax expenses

Tax expenses, increased by 90.8% for the year ended December 31, 2023 to $424 million from $222 million for the

year ended December 31, 2022. The increase is mainly due to the write-off of deferred tax assets and value-added tax

credits in Colombia.

Net profit (loss) for the year

Net profit for the year decreased by $374 million for the year ended December 31, 2023 to a loss of $245 million

from a profit of $129 million for the year ended December 31, 2022. Profit for the year from continuing operations

decreased by $265 million for the year ended December 31, 2023 to a loss of $249 million from a profit of $16 million

for the year ended December 31, 2022 for the reasons stated above. Profit (loss) for the year from discontinued

operations, net of tax decreased by $109 million for the year ended December 31, 2023 to a profit of $4 million as

compared to a profit of $113 million for the year ended December 31, 2022.

Revenue and EBITDA by Reportable Segments for the years ended December 31, 2023 and 2022

Our reportable segments consist of Guatemala, Colombia, Panama, Bolivia, Honduras, Paraguay and Other

reportable segments, which includes Nicaragua, Costa Rica and El Salvador. The Honduras segment presents the results

of our Honduras joint venture as if it were fully consolidated, as this reflects the way management reviews and uses

internally reported information to make decisions. The following table sets forth our revenue by reportable segments

for the years ended December 31, 2023 and 2022. See note B.3. to our audited consolidated financial statements for

additional details.


Revenue by Reportable Segments	Year ended December 31		Percentage Change
	2023	2022	Percentage Change
	(U.S. dollars in millions, except percentages)
Guatemala ..........................................................................................................	1,564	1,618	(3.3)%
Colombia ............................................................................................................	1,313	1,335	(1.6)%
Panama ...............................................................................................................	719	651	10.4%
Bolivia .................................................................................................................	613	621	(1.4)%
Honduras (i) ........................................................................................................	612	586	4.3%
Paraguay .............................................................................................................	568	556	2.1%
Other reportable segments ...............................................................................	902	861	4.8%
Inter-segment and other eliminations (i) ..........................................................	(631)	(605)	(4.2)%
Total Group .......................................................................................................	5,661	5,624	0.7%

Guatemala represented 25%, Colombia represented 21%, Panama, Bolivia, Honduras and Paraguay each

represented between 9% and 11%, and our other reportable segments represented together 14% of our total revenue

for reportable segments for the year ended December 31, 2023. Panama experienced the highest relative increase in

revenues of $68 million or 10.4%, due to new large B2B contracts and robust growth in the Mobile business. In contrast,

the weakest performance was in Guatemala, where revenue declined 3.3% due to intense competition in prepaid

mobile. In Colombia, revenue declined 1.6%, as a decline in equipment revenue more than offset growth in service

revenue.


EBITDA by Reportable Segments	Year ended December 31		Percentage Change
	2023	2022	Percentage Change
	(U.S. dollars in millions, except percentages)
Guatemala ................................................................................................	807	857	(5.8)%
Colombia ..................................................................................................	420	404	4.1%
Panama ....................................................................................................	296	298	(0.7)%
Bolivia .......................................................................................................	224	242	(7.3)%
Honduras (i)..............................................................................................	272	262	4.0%
Paraguay ..................................................................................................	236	245	(3.4)%
Other reportable segments .....................................................................	352	330	6.8%

(i) While the Millicom Group holds a 66.67% equity interest in the Honduras joint venture being accounted for using the equity method, its performance

is reviewed by the CODM in a similar manner as the Group's fully owned operations and is therefore also shown as a separate operating segment at 100%.

However, such amounts are then removed for reconciliation to the Group total revenue. See note B.3. to our audited consolidated financial statements for

further details on segment information.

The Guatemala, Colombia, and Panama segments generated the highest EBITDA in 2023. During 2023, each of our

segments incurred significant severance and other restructuring costs related to the implementation of Project Everest,

and this impacted comparisons to 2022. In addition to the impact of Project Everest, the following noteworthy factors

affected the comparison with 2022 for some of our segments:

• Guatemala declined 5.8% due to pricing pressure caused by a more competitive environment;

• Colombia increased 4.1% due to service revenue growth in our Mobile business and lower costs stemming

from reduced commercial activity in our Home business, partially offset by the impact of two adverse legal

rulings;

• Panama declined 0.7%, as continued service revenue growth in mobile and new B2B contracts was more than

offset by higher selling and marketing expenses (in addition to the aforementioned severance impact), as well

as a favorable legal ruling in 2022;

• Bolivia declined 7.3% due to a change in regulation which capped the overage rates on prepaid plans and

took effect in August 2022 and due to a regulatory fine for a service outage related to a prior year; and

• Other reportable segments increased 6.8%, as the appreciation of the Costa Rican colon drove very strong

EBITDA growth from that country.

Group Consolidated results of operations for the years ended December 31, 2022 and 2021

The following table sets forth certain consolidated statement of income data for the periods indicated:


	Year ended December 31		Percentage Change
	2022(ii)	2021 (i)	Percentage Change
	(U.S. dollars in millions, except percentages)
Revenue .................................................................................................	5,624	4,261	32.0%
Equipment, programming and other direct costs ...............................	(1,506)	(1,197)	(25.8)%
Operating expenses ..............................................................................	(1,890)	(1,546)	(22.3)%
Depreciation ..........................................................................................	(999)	(804)	(24.3)%
Amortization ..........................................................................................	(345)	(310)	(11.4)%
Share of profit in joint ventures ............................................................	32	210	(84.6)%
Other operating income (expenses), net ..............................................	(2)	5	NM
Operating profit ..................................................................................	915	619	47.9%
Interest and other financial expenses ...................................................	(617)	(495)	(24.6)%
Interest and other financial income ......................................................	18	23	(23.0)%
Revaluation of previously held interest ................................................	—	670	NM
Other non-operating (expenses) income, net ......................................	(78)	(49)	(57.2)%
Profit (loss) from other joint ventures and associates, net ..................	—	(40)	98.8%
Profit before taxes from continuing operations ..................................	238	728	(67.3)%
Tax expense ...........................................................................................	(222)	(158)	(41.1)%
Profit from continuing operations ....................................................	16	570	(97.2)%
Profit (loss) from discontinued operations, net of tax .........................	113	(28)	NM
Net profit for the year .........................................................................	129	542	(76.2)%

(i) Re-presented for discontinued operations (see note A.4. to our audited consolidated financial statements).

(ii)2021 financial information includes the impact of our acquisition of the remaining 45% shareholding in Tigo Guatemala (approximately 1.5 months

of statement of income data as from November 12, 2021). See note A.1.2. to our audited consolidated financial statements. As a result, 2022 figures

are not directly comparable with 2021 figures.

The following table sets forth group revenue opened by:


	Year ended December 31,
	2022	2021 (ii)	Percentage Change
	Group	Group	Group
	(U.S. dollars in millions, except percentages)
Mobile revenue .......................................................	2,957	2,000	47.9%
Fixed and other service revenue ............................	2,145	1,938	10.7%
Other revenue .........................................................	69	60	15.3%
Service revenue(i) .................................................	5,171	3,997	29.4%
Telephone and equipment revenue ......................	454	263	72.3%
Revenue .................................................................	5,624	4,261	32.0%

(i) Service revenue is revenue related to the provision of ongoing services such as monthly subscription fees for mobile and broadband, airtime and

data usage fees, interconnection fees, roaming fees, mobile finance service commissions and fees from other telecommunications services such as data

services, short message services, installation fees and other value added services excluding telephone and equipment sales.

(ii) As further explained above, Group numbers include Guatemala (until acquisition in November 2021) and exclude Africa.

Revenue

Revenue increased by 32.0% for the year ended December 31, 2022 to $5,624 million from $4,261 million for the

year ended December 31, 2021. The increase in revenue of $1,363 million reflects the impact of the acquisition of Tigo

Guatemala, as discussed above, which was partially offset by the depreciation of currencies in Colombia and Paraguay

during the year.

Equipment, programming and other direct costs

Equipment, programming and other direct costs increased by 25.8% for the year ended December 31, 2022 to

$1,506 million from $1,197 million for the year ended December 31, 2021. Of the increase, $322 million was

attributable to the Tigo Guatemala acquisition. The remaining $14 million decline was primarily due to the impact of

the depreciation of the Colombian peso and the Paraguayan guarani on our equipment, programming and other direct

costs.

Operating expenses

Operating expenses increased by 22.3% for the year ended December 31, 2022 to $1,890 million from $1,546

million for the year ended December 31, 2021. Of the increase, $324 million was attributable to the Tigo Guatemala

acquisition. The remaining $21 million of the increase was primarily due to increased investment to support the

development and expansion of our Tigo Money and Towers businesses, increased energy and employee costs, as well

as sales and marketing costs to support growth, especially in our Colombia business.

Depreciation

Depreciation increased by 24.3% for the year ended December 31, 2022 to $999 million from $804 million for the

year ended December 31, 2021. Substantially all of the increase was attributable to the consolidation of Tigo

Guatemala and the related purchase price allocation.

Amortization

Amortization increased 11.4% for the year ended December 31, 2022 to $345 million from $310 million for the year

ended December 31, 2021. Of the increase, $88 million was attributable to the Tigo Guatemala acquisition, which offset

a decline in amortization due to the one-off accelerated brand amortization in Panama in 2021.

Share of profit in joint ventures

Share of profit in joint ventures decreased by 84.6% for the year ended December 31, 2022 to $32 million from

$210 million for the year ended December 31, 2021. The decrease reflects the impact of the Tigo Guatemala

acquisition, as Tigo Guatemala contributed $183 million to share of profit in joint ventures for the year ended

December 31, 2021 but was not included in the year ended December 31, 2022 due to its full consolidation. Excluding

the impact of the Tigo Guatemala acquisition, share of profit in joint ventures would have increased by $6 million, due

to increased profitability in Honduras.

Other operating income (expenses), net

Other operating income (expenses), net decreased by $7 million for the year ended December 31, 2022 to an

expense of $2 million from an income of $5 million for the year ended December 31, 2021. Of the decrease, $3 million

was attributable to the Tigo Guatemala acquisition. The decline was mainly due to $7 million in expenses related to a

software contract termination for the year ended December 31, 2022 compared to a gain from an earn-out offset by

losses from a disposal in our equity investment in Helios Towers for the year ended December 31, 2021.

Interest and other financial expenses

Interest and other financial expenses increased by 24.6% for the year ended December 31, 2022 to $617 million

from $495 million for the year ended December 31, 2021, reflecting the consolidation of Tigo Guatemala, which

contributed $89 million to the increase, and the subsequent issuance of debt by us and Tigo Guatemala.

Interest and other financial income

Interest and other financial income decreased by 23.0% for the year ended December 31, 2022 to $18 million from

$23 million for the year ended December 31, 2021. which reflects the non-recurring gain from the exchange of the

6.625% Senior Notes due 2026 for newly issued 4.500% Senior Notes due 2031. Of the increase, $37 million was

attributable to the Tigo Guatemala acquisition.

Other non-operating (expenses) income, net

Other non-operating expenses increased by $28 million for the year ended December 31, 2022 to an expense of

$78 million from an expense of $49 million for the year ended December 31, 2021. The increase was mainly due to

foreign exchange losses for the year ended December 31, 2022 compared to a revaluation charge of the put-option

liability in Panama for $26 million and losses on foreign exchange, which was partially offset by the mark-to-market

revaluation of Helios Towers for an $18 million gain for the year ended December 31, 2021. Of the increase, $2 million

was attributable to the Tigo Guatemala acquisition.

Revaluation of previously held interest

As a result of the acquisition of the remaining 45% shareholding in Guatemala, the Group had to revalue its 55%

previously held investment at the fair value implied by the transaction. This resulted in the recognition of a gain of

$670 million with a corresponding increase in goodwill in 2021.

Loss from other joint ventures and associates, net

Loss from other joint ventures and associates, net decreased by $39 million for the year ended December 31, 2022

to $0 million from a loss of $40 million for the year ended December 31, 2021 that was attributable to our former

operations in Ghana.

Tax expense

Charges for taxes increased by 41.1% for the year ended December 31, 2022 to $222 million from $158 million for

the year ended December 31, 2021. A majority of the increase, was attributable to the consolidation of Tigo Guatemala

as of November 12, 2021. The increase was also impacted by the net effect of the recognition and derecognition of

certain deferred tax assets in UNE and Colombia Móvil, respectively, as well as an amnesty settlement.

The main components of charges for taxes, net are the income tax generated by our operations and the

withholding tax we pay when cash is repatriated from our local operations. We also have net losses mainly in our

corporate entities that reduce our profit before taxes and for which no deferred tax asset is recognized due to the

history of losses in such entities. As a result, our effective tax rate is generally above our average statutory tax rate.

Moreover, due to the jurisdictional differences and mix, we do not have the opportunity to offset tax expense with

accumulated tax loss carry-forwards

Net profit for the year

Net profit for the year decreased by $413 million for the year ended December 31, 2022 to a profit of $129 million

from $542 million for the year ended December 31, 2021. Profit for the year from continuing operations increased by

$554 million for the year ended December 31, 2022 to a profit of $16 million from $570 million for the year ended

December 31, 2021 for the reasons stated above. Profit (loss) for the year from discontinued operations, net of tax

increased by $141 million for the year ended December 31, 2022 to $113 million as compared to a loss of $28 million

for the year ended December 31, 2021.

Revenue and EBITDA by Reportable Segment for the years ended December 31, 2022 and 2021

Our reportable segments consist of Guatemala, Colombia, Panama, Bolivia, Honduras, Paraguay and Other

reportable segments, which includes Nicaragua, Costa Rica and El Salvador. The Honduras segment presents the

results of our Honduras joint venture as if it were fully consolidated, as this reflects the way management reviews

and uses internally reported information to make decisions. The Guatemala segment also includes our operations in

Guatemala for all periods presented. The following table sets forth our revenue by reportable segments for the years

ended December 31, 2022 and 2021 . See note B.3.to our audited consolidated financial statements for additional

details.


Revenue by Reportable Segments	Year ended December 31,		Percentage Change
	2022	2021	Percentage Change
	(U.S. dollars in millions, except percentages)
Guatemala ..........................................................................................................	1,618	1,601	1.1%
Colombia ............................................................................................................	1,335	1,414	(5.5)%
Panama ...............................................................................................................	651	633	2.9%
Bolivia .................................................................................................................	621	623	(0.4)%
Honduras (i) ........................................................................................................	586	589	(0.5)%
Paraguay .............................................................................................................	556	555	0.2%
Other reportable segments ...............................................................................	861	827	4.1%
Inter-segment and other eliminations (i) ..........................................................	(605)	(1,982)	69.5%
Total Group .......................................................................................................	5,624	4,261	32.0%

Guatemala represented 26%, Colombia represented 21%, Panama, Bolivia, Honduras and Paraguay each

represented between 9% and 10%, while other reportable segments collectively represented 14% of our total revenue

for reportable segments for the year ended December 31, 2022. Guatemala revenues of $1,618 million increased 1.1%

year-on-year, as the impact of competitive pressure in prepaid mobile was more than offset by stronger relative

performance in the other business units. Panama revenue increased $18 million, or an increase of 2.9%, due to strong

results in the Mobile business. In Colombia, revenue declined 5.5% as a result of the depreciation of the Colombian

peso which offset strong organic growth in our Mobile business driven by postpaid customers.


EBITDA by Reportable Segments	Year ended December 31		Percentage Change
	2022	2021	Percentage Change
	(U.S. dollars in millions, except percentages)
Guatemala .......................................................................................................	857	857	—%
Colombia .........................................................................................................	404	441	(8.4)%
Panama ...........................................................................................................	298	281	6.2%
Bolivia ..............................................................................................................	242	249	(3.0)%
Honduras (i).....................................................................................................	262	259	1.1%
Paraguay .........................................................................................................	245	242	1.0%
Other reportable segments ............................................................................	330	310	6.3%

(i) While the Millicom Group holds a 66.67% equity interest in the Honduras joint venture being accounted for using the equity method, its performance

is reviewed by the CODM in a similar manner as the Group's fully owned operations and is therefore also shown as a separate operating segment at 100%.

However, such amounts are removed for reconciliation to the Group total revenue. See note B.3. to our audited consolidated financial statements for further

details on segment information.

Guatemala, Colombia and Panama delivered the highest EBITDA by segment in 2022. When comparing EBITDA in

2022 to 2021, Guatemala was flat, reflecting challenging competitive dynamics. Colombia declined 8.4%, as the impact

of the weaker Colombia peso more than offset organic growth in the business. Panama grew 6.2% thanks to continued

service revenue growth in our mobile business. Bolivia declined 3.0% impacted by a change in regulation that capped

overage rates on prepaid and took effect in August 2022.

Other financial data


	Year ended December 31,
	2023	2022
	(U.S. dollars in millions, except percentages)
Group:
Service revenue ......................................................................................	5,250	5,171
Telephone and equipment revenue ......................................................	411	454
Revenue ..................................................................................................	5,661	5,624
Revenue growth .....................................................................................	0.7%	32.0%
Revenue organic growth(2) .....................................................................	1.5%	3.3%
Service revenue growth .........................................................................	1.5%	29.4%
Service revenue organic growth(2) .........................................................	2.3%	3.5%

Net cash provided by operating activities .............................................	1,223	1,284
Net cash used in investing activities ......................................................	(1,116)	(1,104)
Net cash used in financing activities ......................................................	(377)	(1)
Operating free cash flow(1) .....................................................................	645	765
Free cash flow(1) ......................................................................................	(121)	77
Equity free cash flow(1) ............................................................................	(34)	161
Equity free cash flow excluding Africa and Lati taxes(1) ........................	(18)	171

(1) Free Cash Flow Measures

Operating free cash flow, free cash flow, equity free cash flow and equity free cash flow excluding Africa and Lati taxes

are all Non-IFRS alternative performance measures. See —"Use of Non-IFRS Terms" below for more information on these

measures.

The following table shows a reconciliation from Net cash provided by operating activities to Operating free cash

flow, Free cash flow, Equity free cash flow, and Equity free cash flow excluding Africa and Lati taxes for the Millicom

Group:


	Year ended December 31,
	2023	2022
	(U.S. dollars in millions)
Net cash provided by operating activities	1,223	1,284
Purchase of property, plant and equipment	(814)	(800)
Proceeds from sale of property, plant and equipment	17	21
Purchase of other intangible assets	(133)	(179)
Purchase of spectrum and licenses	(236)	(93)
Finance charges paid, net	589	530
Operating free cash flow	645	765
Interest (paid), net	(589)	(530)
Lease capital repayments	(177)	(157)
Free cash flow	(121)	77
Repatriation from joint ventures	86	88
Advances and dividends paid to non-controlling interests	—	(4)
Equity free cash flow	(34)	161
Less: Equity free cash flow - Africa	—	(10)
Less: Lati carve-out taxes (i)	(17)	—
Equity free cash flow - ex. Africa and Lati taxes	(18)	171

(i) Taxes related to the Lati carve-out transaction.

(2) Revenue and Service Revenue Organic Growth

Revenue Organic Growth and Service Revenue Organic Growth are non-IFRS alternative performance measures.

See "—Use of Non-IFRS Terms" below for more information on these measures.

The following table shows a reconciliation from reported growth on an IFRS basis to organic growth for revenue

and service revenue:


	Revenue		Service Revenue
	As of and for the year ended December 31,
	2023	2022	2023	2022
	(U.S. dollars in millions, except percentages)
Current period	5,661	5,624	5,250	5,171
Prior year period	5,624	4,261	5,171	3,997
Reported Growth	0.7%	32.0%	1.5%	29.4%
Change in perimeter impact(i)	—%	(32.2)%	—%	(29.4)%
Foreign exchange impact and other (ii)	0.8%	3.5%	0.7%	3.5%
Organic Growth	1.5%	3.3%	2.3%	3.5%

(i)The following changes in perimeter impact were eliminated to calculate Revenue Organic Growth and Service Revenue Organic Growth: a positive

$1,373 million revenue impact and a positive $1,174 million service revenue impact, respectively in the year ended December 31, 2022 due to

revenue generated by Tigo Guatemala, which was consolidated as of November 12, 2021.

(ii)The following foreign exchange and other impacts were eliminated to calculate Revenue Organic Growth: a negative $46 million revenue impact in

the year ended December 31, 2023, and a positive $148 million revenue impact in the year ended December 31, 2022. The following foreign

exchange and other impacts were eliminated to calculate Service Revenue Organic Growth: a negative $38 million service revenue impact in the

year ended December 31, 2023, and a positive $141 million service revenue impact in the year ended December 31, 2022.

Use of Non-IFRS Terms

Non-IFRS Measures

This Annual Report contains financial measures that are not prepared in accordance with IFRS. These measures are

referred to as “non-IFRS” measures, and they are not uniformly or legally defined financial measures. Non-IFRS

measures are not substitutes for IFRS measures in assessing our overall operating performance. Because non-IFRS

measures are not determined in accordance with IFRS, and are susceptible to varying calculations, non-IFRS measures

may not be comparable to other similarly titled measures presented by other companies.

Non-IFRS measures are included in this Annual Report because they are used by our management, and we believe

they provide investors with additional information for the analysis of Millicom’s results of operations, particularly in

evaluating performance from one period to another. Millicom’s management uses non-IFRS measures to make

operating decisions, as they facilitate additional internal comparisons of Millicom’s performance to historical results,

and provides them to investors as a supplement to Millicom’s reported results for additional insight into Millicom’s

operating performance. Millicom’s Compensation Committee uses certain non-IFRS measures when assessing the

performance and compensation of employees, including Millicom’s Executive Directors.

Non-IFRS measures have limitations as an analytical tool. The non-IFRS measures used by Millicom may be

calculated differently from, and therefore may not be comparable to, similarly titled measures used by other

companies. See “—Alternative Performance Measures” for additional information. In addition, these non-IFRS measures

should not be considered in isolation as a substitute for, or as superior to, financial measures calculated in accordance

with IFRS. Millicom’s financial results calculated in accordance with IFRS and reconciliations to those financial

statements should be carefully evaluated.

Alternative Performance Measure Description

Service revenue is revenue related to the provision of ongoing services such as monthly subscription fees for mobile and

broadband, airtime and data usage fees, interconnection fees, roaming fees, mobile finance service commissions and fees

from other telecommunications services such as data services, short message services, installation fees and other value-

added services, excluding telephone and equipment sales.

EBITDA is operating profit excluding impairment losses, depreciation and amortization and gains/losses on fixed asset

disposals.

EBITDA after leases (EBITDAaL) represents EBITDA after lease expense and depreciation charge.

EBITDA margin represents EBITDA in relation to revenue.

Organic growth represents year-on-year growth excluding the impact of changes in FX rates, perimeter and accounting.

Changes in perimeter are the result of acquisitions and divestitures. Results from divested assets are immediately removed

from both periods, whereas the results from acquired assets are included in both periods at the beginning (January 1) of the

first full calendar year of ownership.

Net debt is debt and financial liabilities, including derivative instruments (assets and liabilities), less cash and pledged

and time deposits.

Leverage is the ratio of net debt over LTM (last 12 months) EBITDAaL, pro forma for acquisitions made during the last 12

months.

Capex is balance sheet capital expenditure excluding spectrum and license costs and lease capitalizations.

Cash capex represents the cash spent in relation to capital expenditure, excluding spectrum and licenses costs.

Operating cash flow (OCF) is EBITDA less Capex.

Operating free cash flow (OFCF) is EBITDA less cash capex, spectrum paid, working capital and other non-cash items and

taxes paid.

Equity free cash flow (EFCF) is OFCF less finance charges paid (net), lease interest payments, lease principal repayments

and advances for dividends to non-controlling interests, plus cash repatriation from joint ventures and associates.

Operating profit after tax displays the profit generated from the operations of the Company after statutory taxes.

Return on invested capital (ROIC) is used to assess the Group’s efficiency at allocating the capital under its control and is

defined as operating profit after tax, divided by the average invested capital during the period.

Average invested capital is the capital invested in the company operation throughout the year and is calculated with the

average of opening and closing balances of the total assets minus current liabilities (excluding debt, joint ventures, accrued

interests, deferred and current tax, cash, and investments and non-controlling interests), less assets and liabilities held for

sale.

Average revenue per user per month (ARPU) for our mobile customers is (x) the total mobile and mobile financial services

revenue (excluding revenue earned from tower rentals, call center, data and mobile virtual network operator, visitor

roaming, national third parties roaming and mobile telephone equipment sales revenue) for the period, divided by (y) the

average number of mobile subscribers for the period, divided by (z) the number of months in the period. We define ARPU for

our home customers as (x) the total home revenue (excluding equipment sales and TV advertising) for the period, divided by

(y) the average number of customer relationships for the period, divided by (z) the number of months in the period. ARPU is

not subject to a standard industry definition and our definition of ARPU may be different from other industry participants.

Critical accounting policies

The preparation of our consolidated financial statements requires management to use judgment in applying

accounting policies. It also requires the use of certain critical accounting estimates and assumptions that affect the

reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial

statements, and the reported amounts of revenue and expenses during the reporting period. These estimates are

based on management’s best knowledge of current events, actions and best estimates as of a specified date, and

actual results may ultimately differ from these estimates. Areas involving a higher degree of judgment or complexity,

or areas where assumptions and estimates are significant to the financial statements are described in “Introduction—

Judgments and critical estimates” in the notes to our audited consolidated financial statements, and in the notes

referenced therein.

For a description of new or amended IFRS accounting standards to which we are subject, see “Introduction— New

and amended IFRS accounting standards” in the notes to our audited consolidated financial statements.

Liquidity and Capital Resources

Overview

The Millicom Group’s sources of funds are cash from operations, internal and external financing as well as

proceeds from the disposal of assets. The Millicom Group finances its operations centrally at the MIC S.A. level or

alternatively, where it deems it more cost effective to do so, at the operational level.

In particular, we seek to finance the costs of deploying and expanding our fixed and mobile networks mainly at

the operating level on a country-by-country basis, utilizing credit facilities provided by banks and entering into

leases, obtaining financing from the debt capital markets, and seeking funding from export credit agencies and

development financial institutions such as the Inter-American Development Bank.

If we decide to acquire other businesses, we expect to fund these acquisitions from cash resources, borrowings

under existing credit facilities, through new borrowings, including under new credit facilities or issuances of debt

securities, and, if necessary, we may issue equity to raise funds.

As of December 31, 2023, our consolidated cash and cash equivalents balance was $775 million (of which $384

million was at the holdings level and $391 million was at the operating subsidiaries level). As of December 31, 2022

and 2021, our consolidated cash and cash equivalents balance was $1,039 million (of which $675 million was at the

holdings level and $364 million was at the operating subsidiaries level) and $895 million (of which $260 million was

at the holdings level and $635 million was at the operating subsidiaries level), respectively. If funds at the foreign

operating subsidiaries level are repatriated, taxes on each type of repatriation and each country would need to be

accrued and paid, where applicable.

As of December 31, 2023, our total consolidated indebtedness (excluding lease liabilities) was $6,697 million. As

of December 31, 2022 and 2021 our total consolidated indebtedness (excluding lease liabilities) was $6,804 million

and $7,744 million , respectively.

We believe that our available cash and cash equivalents, borrowings and funds from our operating subsidiaries

will be sufficient to meet our projected operating and capital expenditure requirements for at least the next 12

months.

Cash repatriation

Cash repatriation is dependent on operating and financial performance of our operations. Cash repatriation is

accomplished through a combination of dividends, fees and shareholder loan repayments.

The following table sets forth cash repatriated to MIC S.A. from our subsidiaries and joint ventures for the

periods presented:


	December 31,
	2023	2022(i)	2021
	(U.S. dollars in millions)
Subsidiaries ............................................................................................	566	1,565	556
Joint ventures ........................................................................................	86	85	49
Total .......................................................................................................	652	1,651	605

(i)Cash repatriated from subsidiaries as of December 31, 2022 includes approximately $900 million of proceeds from the issuance of the 5.125%

Senior Notes due 2032, which were used to partially refinance the bridge loan that we obtained to fund the acquisition of the remaining 45%

equity interest in our Guatemala business.

In each case, the repatriated cash was principally used to cover corporate expenses, service corporate debt and

pay corporate taxes.

Some of our operating subsidiaries and joint ventures have covenants on debt outstanding that impose

restrictions on their ability to upstream cash to MIC S.A. As a result of these restrictions, significant cash or cash

equivalent balances may be held from time to time at our operating subsidiaries and joint ventures.

Cash flows

Set forth below is a comparative discussion of our cash flows, which includes cash flows from discontinued

operations.

Years ended December 31, 2023 and 2022

For the year ended December 31, 2023, cash provided by operating activities was $1,223 million, compared to

$1,284 million for the year ended December 31, 2022. The decrease is mainly due to higher working capital due to

foreign exchange for the year ended December 31, 2023 compared to the year ended December 31, 2022.

Cash used in investing activities was $1,116 million for the year ended December 31, 2023, compared to $1,104

million for the year ended December 31, 2022. In the year ended December 31, 2023, Millicom used $814 million to

purchase property, plant and equipment, $236 million to purchase spectrum and licenses and $133 million to

purchase other intangible assets, and these items were partially offset by proceeds of $63 million in dividends from

joint ventures and $17 million from the sale of property, plant and equipment such as copper wires and buildings.

For the year ended December 31, 2022, Millicom used $283 million for the acquisition of the non-controlling interest

of Tigo Panama, $800 million to purchase property, plant and equipment and $179 million to purchase intangible

assets and licenses, and these items were partially offset by proceeds of $10 million in dividends from joint ventures,

$152 million from the disposal of subsidiaries and joint ventures and $21 million from the sale of property, plant and

equipment such as towers and buildings.

Cash used in financing activities was $377 million for the year ended December 31, 2023, compared to $1 million

for the year ended December 31, 2022. For the year ended December 31, 2023, we repaid debt of $632 million and

lease capital of $177 million, while raising funds of $362 million through new financing. In 2023, our partner in

Colombia contributed $74 million to our Colombian subsidiary, we paid no dividends, and we paid $5 million for

share repurchases. For the year ended December 31, 2022 we repaid debt of $2,127 million and lease capital of $157

million while raising funds of $1,570 million through new financings. We also issued new equity for a total net

amount of $717 million. In the year ended December 31, 2022, we paid no dividends and did not repurchase shares.

Years ended December 31, 2022 and 2021

For the year ended December 31, 2022, cash provided by operating activities was $1,284 million, compared to

$956 million for the year ended December 31, 2021. The increase is mainly due to the consolidation of Tigo

Guatemala and higher working capital during due to foreign exchange for the year ended December 31, 2022

compared to the year ended December 31, 2021

Cash used in investing activities was $1,104 million for the year ended December 31, 2022, compared to $2,703

million for the year ended December 31, 2021. In the year ended December 31, 2022, Millicom used $283 million for

the acquisition of the non-controlling interest of Tigo Panama, $800 million to purchase property, plant and

equipment and $179 million to purchase intangible assets and licenses, and these items were partially offset by

proceeds of $10 million in dividends from joint ventures, $152 million from the disposal of subsidiaries and joint

ventures, and $21 million from the sale of property, plant and equipment such as towers and buildings. For the year

ended December 31, 2021, Millicom used $2,000 million in the acquisition of subsidiaries, $740 million to purchase

property, plant and equipment and $98 million to purchase intangible assets and licenses, and these items were

partially offset by proceeds of $13 million in dividends from joint ventures, $30 million from the disposal of

subsidiaries, $163 million from the disposal of equity investments and $11 million from the sale of property, plant

and equipment such as towers

Cash provided by financing activities was $1 million for the year ended December 31, 2022, compared to cash

used by financing activities of $1,777 million for the year ended December 31, 2021. For the year ended December

31, 2022, we repaid debt of $2,127 million and lease capital of $157 million while raising funds of $1,570 million

through new financing. We also issued new equity for a total net amount of $717 million. In 2022, we paid no

dividends and did not repurchase shares. In the year ended December 31, 2021, we paid no dividends, used $50

million for share repurchases, and repaid debt of $1,335 million and lease capital of $137 million while raising funds

of $3,113 million through new financings.

Group Capital expenditures and commitments

Our capital expenditures of property, plant and equipment, licenses and other intangibles on a consolidated basis,

including accruals for such additions at the end of the periods, for the years ended December 31, 2023, 2022, and

2021 are set out in the table below. Our capital expenditure mainly relates to the growth of the 4G network, the

rollout of the HFC network, connection of new homes, IT investments and spectrum.


	Year ended December 31
	2023	2022	2021
	(U.S. dollars in millions)
Additions to property, plant and equipment .......................................	693	823	787
Additions to licenses and other intangibles .........................................	522	345	164
Total consolidated additions ................................................................	1,215	1,167	951

As of December 31, 2023, we had commitments to purchase network equipment, other fixed assets and intangible

assets with a value of $350 million from a number of suppliers, of which $254 million was within one year and $95

million more than one year. Out of these commitments, $18 million relate to the Group’s share in joint ventures

($18 million within one year). We expect to meet these commitments from our current cash balance and from cash

generated from our operations.

Financing

We seek to finance our operations on a country-by-country basis when we determine it to be more cost and risk

effective. As local financial markets become more developed, we have been able to finance increasingly at the level

of our operations in local currency and on a generally non-recourse basis to MIC S.A. As of December 31, 2023, 64%

($4,309 million) of our total consolidated debt of $6,697 million (excluding lease liabilities, but including vendor

financing) was at the operational level (excluding our Honduras joint venture) and generally non-recourse to MIC

S.A., and 42% of this debt was denominated in local currency. In addition, as of December 31, 2023 our joint venture

in Honduras had $360 million of debt excluding lease liabilities which was non-recourse to MIC S.A. From time to

time, we may provide support to our subsidiaries and service indebtedness that is held at the operational level.

Consolidated indebtedness

Millicom’s total consolidated debt and financing (that is, excluding lease liabilities but including vendor

financing) as of December 31, 2023 was $6,697 million (December 31, 2022: $6,804 million). Our total consolidated

net debt (representing debt and financial liabilities, including derivative instruments (assets and liabilities), less cash

and pledged and time deposits) was $5,956 million (December 31, 2022: $5,799 million).

Millicom's lease liabilities as of December 31, 2023 were $1,043 million. 99% of our consolidated lease liabilities,

or $1,035 million, was at the operational level (excluding our joint venture in Honduras) and non-recourse to MIC S.A.

Including lease liabilities, Millicom's total consolidated financial obligations as of December 31, 2023 were $7,739

million (December 31, 2022: $7,820 million). Our total consolidated net financing obligations (that is,net debt plus

lease liabilities) were $6,999 million (December 31, 2022: $6,815 million). In 2023, the definition of net debt changed

to include derivative financial instruments in order to have a more comprehensive view of our financial obligations.

2022 figures have also been represented accordingly.

See note C.6. to our audited consolidated financial statements included elsewhere in this Annual Report for a

reconciliation of total consolidated debt and financing to total consolidated net debt. Our consolidated interest and

other financial expenses for the year ended December 31, 2023 were $712 million and for the years ended December

31, 2022 and 2021 were $617 million and $495 million, respectively.

The following table sets forth our consolidated debt and financing by entity or operational entity location for the

periods indicated:


	December 31,
	2023	2022	2021
	(US$ millions)
MIC S.A. (Luxembourg) ..........................................................................	2,388	2,573	4,020
Latin America:
Guatemala ..............................................................................................	1,463	1,465	605
Colombia ................................................................................................	713	605	802
Paraguay ................................................................................................	665	678	751
Bolivia .....................................................................................................	246	260	310
El Salvador .............................................................................................	174	173	100
Costa Rica ...............................................................................................	142	128	121
Nicaragua ...............................................................................................	148	147	—
Panama ..................................................................................................	759	773	846
Africa:
Tanzania (i) .............................................................................................	—	—	188
Total debt and financing ....................................................................	6,697	6,804	7,744

(i)Divested upon the completion of the sale of our operations in Tanzania.

For a more detailed description of our outstanding financial obligations, including our credit facilities and

outstanding bond or note issuances, see note C.3. to our audited consolidated financial statements.

Our financing facilities at the MIC S.A. level are subject to a number of financial covenants including leverage

covenants. In addition, most financings at the MIC S.A. level contain restrictions on sale of businesses or significant

assets within the businesses.

Our financing facilities at the operational level are subject to a number of financial covenants including leverage

and restricted payment covenants, and in certain cases, debt service coverage and debt to earnings covenants. In

addition, some of the financings at the operational level contain restrictions on sale of businesses or significant

assets within the businesses.

From time to time, we repurchase certain outstanding indebtedness at both the MIC S.A. level and the

operational level. During 2023, MIC S.A. repurchased in the open market approximately $16 million of its 4.500%

Senior Notes due 2031, Comcel repurchased approximately $49 million of its 5.125% Senior Notes due 2032 and

Cable Onda repurchased approximately $16 million of its 4.500% Senior Notes due 2030. See Note C.3.1. to our

audited consolidated financial statements. We and our subsidiaries expect to continue to repurchase debt in pursuit

of our leverage target, and may do so in the open market, in privately negotiated transactions, through tender or

exchange offers, or otherwise, and we and our subsidiaries may redeem debt that we or they are permitted to

redeem under its terms.

Indebtedness of joint ventures

With respect to the Honduras joint venture, total debt excluding lease liabilities as of December 31, 2023 was

$360 million. As of December 31, 2023, our joint venture in Honduras had lease liabilities of $61 million. The total net

debt (representing debt and financial liabilities, including derivative instruments (assets and liabilities), less cash and

pledged and time deposits) was $313 million. Annual interest expense for the Honduras joint venture for the years

ended December 31, 2023, 2022 and 2021 was $29 million, $29 million and $34 million, respectively.

The following table sets forth the debt and financing of the Honduras joint venture for the periods indicated:


	December 31,
	2023	2022	2021
	(US$ millions)
Honduras ...............................................................................................	422	357	340

The financing facilities of the Honduras joint venture are not subject to specific financial covenants. However,

some of them contain covenants or restrictions on sale of businesses or significant assets within the businesses.

With respect to our operations in Guatemala (former joint venture, see note A.1.2. to our audited consolidated

financial statements) interest expense for the period ended November 12, 2021 was $52 million.

Off-Balance Sheet Arrangements

As of December 31, 2023, the Millicom Group’s share of total debt and financing secured by either pledged

assets, pledged deposits issued to cover letters of credit, or guarantees issued was $505 million with $6 million

pledged deposits for these debts and financings as of December 31, 2023. The table below details the maximum

exposure under these guarantees and their remaining terms, as of December 31, 2023.


	Total	Less than 1 year	1-3 years	3-5 years
	(US$ millions)
Theoretical maximum exposure	505	15	322	169

Trend Information

For a discussion of trend information, see “—Operating Results—Factors affecting our results of operations.” and

“—Operating Results—Factors affecting comparability of prior periods."

NON-FINANCIAL INFORMATION

Content

Non-Financial Information considers our 2022 materiality assessment (updated in 2023 on an internal basis

following the double materiality within the Corporate Sustainability Reporting Directive (CSRD). Our Annual Report is

mapped against Global Reporting Index (GRI) and Sustainable Accounting Standards Board (SASB) standards and we

annually publish an overview as per the Task Force on Climate-Related Financial Disclosures ('TCFD') in our CDP Report.

We also issue ESG related standalone documents that complement this section such as our Law Enforcement

Disclosure Report ('LED') and our EU Taxonomy report. Millicom engages Ernst & Young S.A., Luxembourg to conduct

independent assurance of selected ESG data.

ESG Approach

Our purpose is to build the digital highways that connect people, improve lives and develop our communities.

Fueled by our employees' passion and commitment, we have integrated our environmental, social and governance

(ESG) strategy through every part of our business. As our market leadership grows through the adoption of digital

technologies, our ability to create even greater environmental, social, educational and economic opportunities

increases dramatically. Our ESG strategy articulates our approach to improving lives, strengthening communities,

reducing our environmental impact and governing our business with integrity.

We believe our ESG approach and initiatives will help us chart a path for sustainable growth and create long-term

value for our stakeholders.

Our ESG approach was announced back in 2021. In 2022 we applied concrete actions (such as announcing new

2030 GHG emissions reduction and DE&I targets) to hold ourselves accountable to the environmental and social

progress and continued progress in key priority areas such as energy efficiency, digital education, talent strategy,

information security, supplier engagement, and ethics and compliance. Our approach has been reaffirmed by the

results of our 2022 materiality assessment.

In 2023, we have achieved big steps in our commitment to grow our business in a sustainable and responsible

way, where the AGM approved the allocation of a 10% ESG metric based, long-term incentive target (See

compensation section). We have also signed the pledge regarding the Rule of Law contributing to more sustainable

business environment in certain countries of Central America. We have also issued our first Report on eligibility and

alignment with the EU taxonomy regulation, launched a group-wide Human Rights Policy, which highlights our

commitment to protecting the rights of our customers, workforce, and stakeholders and followed our roadmap to align

our ESG disclosures with current changes to the EU Taxonomy, the effective CSRD legislation (that would become

applicable for us for financial year 2024) and upcoming SEC climate-disclosure proposed rules. We will report on our

2023 financial year EU Taxonomy eligibility and alignment in a separate report in mid-2024.

ESG Governance

Our Board of Directors oversees our ESG strategy. The ESG umbrella at Millicom covers multidisciplinary activities

and elements from areas such as Factory, Legal, Corporate Governance and Compliance, External Affairs, Finance and

Procurement, Technology and Information, and Human Resources. This governance structure embodies the depth and

materiality of ESG topics and the importance of monitoring their interconnected risks and opportunities. Our ESG

portfolio is managed by the Chief External Affairs Officer, who—together with the CEO and the other EVPs—deliver

updates on the ESG strategy to the Board and the rest of the Executive Team. To deal with upcoming ESG regulation,

Millicom has in place a monthly ESG SteerCo, with members of Finance, Legal and External Affairs.

Stakeholders Engagement and Materiality Assessment

Stakeholders Engagement

Our stakeholders help us identify our most material ESG topics. We use their feedback to evaluate our ESG

approach and strategy and feed our ESG annual report content.

Our key stakeholders

We engage a diverse group of stakeholders to inform our purpose, strategies and actions—from the customers who use

our services, to the communities we work in, to the employees and investors who make everything we do possible. We strive

to operate a business that creates shared value for the four key groups that are critical to our business success:

investors, customers. employees, and communities. We communicate regularly with these and other stakeholders, at

both the global and country levels, through multiple channels (such as in-person meetings, surveys, calls and others)

We also analyze yearly questionnaires and assessments from ESG rating agencies. This helps us monitor our

performance and address gaps in our reporting.

Our approach towards our key stakeholders can be briefed as follows:

Investors: We believe Millicom can serve as an investment vehicle for development in Latin America, helping us tap into

the region’s tremendous potential and strengthen our business. As our fixed and mobile networks reach more communities,

we aim to continually grow our revenue and cash flow to create sustainable value for shareholders.

Our CEO and other executives participate in regular “road shows” to meet with investors on topics such as

Millicom’s risk management framework and the company’s financial and non-financial performance. This year, we

noted an increase in ESG inquiries, focused on external reporting, climate change, digital education, diversity,

equity and inclusion and our ESG-Linked financing.

Customers: Our digital highways empower people and businesses to aim higher, achieve more and reap the benefits of

the digital economy. We strive to keep our products and services affordable so we can continue to open doors to learning,

employment, commerce, entertainment, social interaction and civic involvement.

We conduct global and country-level surveys to help enhance our customer service platform.

Communities: We depend on the communities in Latin America as deeply as they depend on us. Through our ESG

initiatives, we create new social and economic opportunities and reinforce Millicom’s standing in the community. We also

partner with and/or sit on the board of leading multi-stakeholder bodies and NGOs to amplify our long-term impact, including

the Partnership for Central America (PCA), the ITU/UNESCO Broadband Commission for Sustainable Development, the

Meridian International Center, IREX, the U.S.-Colombia Business Council and the U.S. Chamber of Commerce.

Examples of interaction with communities include our participation in ESG events, our engagement with

NGOs and others (i.e.: think tanks, academia and other experts) and input gathered from community partners

who work with us and users of our Responsible Leadership in Action programs (such as child online protection,

'conectadas', 'maestr@s conectados' and others.

Employees: We fulfill our purpose by sustaining an inclusive corporate culture that attracts talented people, values their

diversity, inspires them to excel and rewards their accomplishments. Our culture is driven by what we call Sangre Tigo. It’s a

shared belief in the purpose behind our work, a collective passion for making our customers the center of everything we do, a

tireless commitment to doing what’s right, and a deep sense of unity.

We engage employees through surveys, town hall meetings and our Sangre Tigo workshops. These

interactions provide insights on topics such as organizational culture, values, and diversity and inclusion.

We also work closely with our suppliers to strengthen our supply chain (see Section starting on page 75 for further

details).

Materiality Assessment

The purpose of our materiality assessment is to ensure we consider and report on the key ESG issues that matter to

our stakeholders, impact our business and to ensure that our ESG and business strategy meets current needs and

expectations.

To do so, we committed back in 2018 (where we set a 5-year plan with targets and commitments) to re-perform

our materiality assessment every 2 years. Each assessment builds on the results and lessons learned from the previous

one, effectively leading to a cycle of continuous look-backs and improvement. Our last Materiality Assessment has

been performed in 2022 (updated in 2023 on an internal basis following the double materiality within the CSRD). Our

next materiality assessment is planned for 2025 (in 2024, we will be focusing on CSRD disclosure requirements

compliance following our detailed roadmap for CSRD, based on materiality determined thresholds). The Chief of

External Affairs supervises the Materiality Assessment process.

Further details can be found on: https://www.millicom.com/what-we-stand-for/esg-reporting-center/.

Environment

As the threat of climate change has grown more urgent, we have accelerated our climate ambition to create

a Net Zero future for our company and have sustainable digital highways. Our aggressive GHG emissions

reduction targets, validated by the Science-Based Target initiative and publicly announced, provide a clearly

defined pathway for reducing our climate change impact. A target is considered science-based if it is in line with

the latest climate science on achieving the goals of the Paris Agreement, which seeks to limit global warming to

well-below 2° C above pre-industrial levels and if possible, 1° C . Millicom is one of the few telecom companies in

Latin America to have their science-based targets validated. We set more ambitious targets for our Scope 1 and 2

emissions, as these are the areas over which we have the most control. We have set a more conservative target

and timeline for our Scope 3 emissions, which are our most significant emissions drivers but where we have the

least control. (Scope 3 GHG emissions are derived from assets not owned or controlled by Millicom but impacting

through our value chain.) This will allow us the time to form partnerships with authorities, competitors and

suppliers on integrated strategies for reducing emissions.

Our Consumer Premise Equipment end-to-end recovery target gives a baseline to strengthen our circular

economy practices.

Our Commitments

◦ Develop and implement a comprehensive strategy for climate change mitigation and resilience that

covers Tigo operations and our wider value chain.

◦ Measure waste streams, including the reuse and recycling of consumer devices.

Our Goals

◦ Reduce absolute Scope 1 and 2 market-based GHG emissions by 50% by 2030 from a 2020 base year and

absolute Scope 3 GHG emissions 20% by 2035 from a 2020 base year. Achieve net-zero emissions by 2050.

◦ Reach an end-to-end recovery rate of 76% of Consumer Premise Equipment* ("CPE") by 2024.

Our 2023 Actions

GHG Emissions (including Energy Consumption)

Implement investments to reduce Millicom’s (Scope 1 and 2) GHG Emissions

◦ Solar Panels: We are actively expanding our network of rural sites in Colombia, reaching as of December 31,

2023 an area of over 40,000 square meters, with 712 sites and more than 17,000 photovoltaic solar panels in

place, generating approximately 300 MWh per month. Our initiative is dedicated to extending connectivity to

entirely rural populations in Colombia, offering them access to mobile and the internet service for the first

time. These antennas powered by solar panels operate autonomously, functioning independently of the

commercial grid and without the constant use of power generators, playing a vital role in providing

connectivity to rural areas without grid access, while expanding our customer base, reducing fuel

consumption, and mitigating the need to purchase electricity from the grid in a volatile energy market. We

also have solar panels in Nicaragua, operating autonomously for mobile sites and generating approximately

50 MWh per month.

◦ More Fiber (less energy): We continued with our deployment of Fiber-to-the-Home (FTTH), which is a passive

network with a much lower energy consumption in comparison with traditional cable networks (HFC).

The expected power reduction with FTTH rollout is around 70% to 80% in comparison with a similar rollout on

HFC Network.

Carry-out energy-efficiency and energy-savings initiatives

We are carrying out energy-efficiency and energy-saving initiatives in many of our operations to reduce our

electricity use. This includes modernizing and consolidating our data center equipment and infrastructure and

investing in newer, more efficient technologies. Our near-term priorities in every case are to decrease our energy

consumption per unit of traffic while simultaneously delivering more and better services to our customers.

◦ Energy as a Service ("EaaS"): The EaaS model is based on photovoltaic power systems that generate and

supply Direct Current loads while reducing generators operating hours and commercial grid consumption. As

of December 31, 2023, and apart from the EaaS model in place in Colombia described above and contracted as

PPA as indicated below) , we have EaaS contracts in place in Honduras (with implementation phase starting in

2024, for approximately 600 cell sites).

◦ Mobile RAN Network Modernization: Since 2018, we have been incorporating energy-saving features across

Millicom through our Mobile RAN Network Modernization project. During 2023, we created a standard global

guideline for the fine tuning of power-saving features to increase the savings we already achieved in the basic

configuration.

Increase the use of Market Instruments for Renewable Energy

When available, we use market instruments such as Power Purchase Agreements ("PPAs") and Renewable Energy

Certificates ("RECs") to partially offset GHG emissions associated with our electricity use with guaranteed sources of

renewable energy. Renewable energy from these instruments currently accounts for a small percentage of our total

energy consumption. Where these instruments are not available, we rely solely on the energy mix used by national

grids for our electricity. Paraguay and Costa Rica generate high proportions of their electricity from renewable sources,

resulting in lower Scope 2 emissions market-based for our operations in these countries, but that is unfortunately not

the case in many of our other markets. As governments begin to loosen restrictions on energy-related public-private

partnerships, we expect to pursue renewable energy for our operations more aggressively.

◦ PPAs: In 2023, we continued to use PPAs in Panama and we implemented also their use in Colombia. Under

these PPAs, we partially power our mobile and fixed networks with electricity guaranteed to be generated

from renewable energy sources, such as hydroelectricity or solar energy, thus avoiding any direct emissions. In

2023, we procured 26,023MWh through PPAs in Panama and 2,747 MWh in Colombia. We will continue to

negotiate new PPAs as they become available in our countries of operation.

◦ RECs: In 2023, Tigo Colombia certified 33,220 MWh of its grid electricity consumption through RECs, verifying

that the energy was generated from renewable sources and fed into the national grid. Our procurement of

renewable energy may help the countries in which we operate meet their own climate commitments, such as

Colombia’s pledge to reduce GHG emissions by 51% by 2030.

Look for joint actions with Suppliers to reduce Scope 3 GHG Emissions

◦ We continued our engagement with key suppliers to look for joint action to reduce our Scope 3 emissions.in

Purchased Goods & Services, Capital Goods and Use of Sold Products categories.

Circular Economy (including e-waste management)

Implement circular economy practices

Our organization runs a comprehensive global e-waste valorization program, known as the Customer Premises

Equipment ("CPE") Recovery Program. Our primary goal is to recover a substantial portion of the equipment used by

our broadband and cable customers when they terminate or upgrade their services. Once retrieved, the equipment is

either redeployed in the field, repaired, refurbished, or responsibly recycled. This effort has saved us over $130 million

in new CPE purchases in 2023 and helped us avoid potential supply disruptions. Additionally, our reverse logistics

process deliver substantial environmental benefits, including reducing landfill waste, resource consumption and CO2

emissions related to new CPE manufacturing, and conserving water through plastics reuse.

In 2023, we achieved an 84% end-to-end recovery rate, surpassing our 2023 target of 75%. Based on our 2024

business outlook and our mix of CPEs, we have set the goal for 2024 at 76%. We prioritize enhancing collection rates

and our laboratory's success rate for refurbishing CPEs in all our Tigo operations (including Honduras). Our strategies

include minimizing the time between customer disconnects and CPE retrievals, offering convenient options like after-

hours recollection and text-based appointment scheduling, and optimizing the efficiency of our recovery labs.

Society

Technology and the internet wield immense power, offering a world of opportunities for both our people and the

communities we serve. This influence extends from equipping individuals with digital access (like in our case for

Colombia, where through Off-Grid solar powered sites, we provide connectivity to rural areas without grid access) and

education, to fostering an inclusive work environment and driving economic development in our markets. Our Sangre

Tigo Culture is ingrained in everything we do, and our aggressive and public goals for Diversity, Equity and Inclusion

serve as a well-defined roadmap to guide us toward creating a truly inclusive work environment.

Our People, Sangre Tigo

Our purpose is brought to life through our Sangre Tigo Culture - the DNA of our business success. The talent,

commitment and dedication of our 16,527 employees and approximately 8,800 contractors resonate throughout the

company, creating a diverse and inclusive workplace that empowers them to excel. Our Customers can distinctly

identify this unique culture in our unwavering commitment, where we go above and beyond, giving 1,000% to meet

their needs. We invest in our people and in the continuous improvement of our Sangre Tigo culture each year—from

employee training, leadership development to immersive communications emphasizing the meaning of “We are one

Tigo.”

Creating development opportunities for leaders to take ownership of Sangre Tigo remains a top priority. In 2021,

we developed the Sangre Tigo Leader Success Profile, a comprehensive framework delineating the essential leadership

attributes and behaviors required to grow our culture in a manner that aligns with our

long-term vision. In 2023, we evaluated our top leadership against our Success Profile, through 360º assessments (with

feedback from their direct reports and peers) about their leadership style. This initiative helps us identify leaders’

strengths and weaknesses, identify leadership gaps and provide targeted feedback.

We also continued the implementation of awareness and communication campaigns to reinforce our culture, our

diversity program and our policies.

Our Workplace

Fostering a positive work environment is one of our top priorities. There is a reason why we have been awarded

multiple times as a great place to work in Latin America. Every year, we analyze employee's feedback to understand

our strengths and focus areas for continuing evolution. We consider their feedback to create action plans globally, by

country and by functional areas. 2023 was a year of challenge for us as we started with the implementation of Project

Everest, a comprehensive program reorganizing Tigo’s organizational structure to become more agile and efficient.

We have reorganized our central and local work functions, which will continue during 2024 to get a leaner

organization with clear benefits for all our stakeholders by the end of this program. Despite this saving initiative, we

kept working on the following priorities:

Opportunities for all: We continue to build a better workplace by optimizing our HR system so we can make

faster, smarter decisions. We have a single integrated system of record with automated analytics and insights to

identify trends at a deeper level—such as increased attrition or the presence of gender pay gaps in specific job roles—

and make faster, more informed workforce decisions. With this single system we keep up-to-date records on

recruitment, training and promotion providing a transparent view of opportunities for our employees and their

progression.

We provide competitive compensation packages, that are regularly reviewed to ensure they are in line with or

superior to industry standards for pay and benefits. Our HR team works closely with our executive team to devise new

ways of accelerating talent attraction and retention. Our diverse and inclusive work environment and Sangre Tigo

culture provides the platform for equal opportunities for all.

Professional Development: We provide professional development opportunities through technical training

programs and certifications, such as Data & Analytics, Agile, Cloud, and also through corporate training (such a DE&I.,

Cybersecurity and Compliance and Data Privacy, which was recognized by the UN as an SDG best practice).

We complement the professional development content by integrating more than 20.000 courses from technical

training allies. To broaden female talent, we offer development programs for women in technical careers and

leadership development. We are also building our internal talent pipeline by recruiting through Young Professionals

programs and offering technical internships with opportunities for permanent placement. In order to efficiently give

opportunities to all employees, we launched MyMentor (internal mentoring open program) and MasterTrainers

(masterclasses developed with internal experts to scale and manage knowledge).

Hybrid Work Model: Developed in response to the pandemic, our hybrid work model empowers both employees

and managers with the freedom to align their professional and personal aspirations. Across nearly all our global

officers, we offer the flexibility for our workforce to work during a portion of the work week by providing digital tools

and guidance to stay productive at home or the office.

Our Workforce


Employees breakdown by location	December 2023	Employees breakdown by Age Group	December 2023 - In %
Bolivia	2,020	Under 30 years	24%
Colombia	3,389	30-50 years	68%
Costa Rica	425	Over 50 years	8%
El Salvador	650	Total	100%
Guatemala	2,632
Centrally-managed activities	1,066	Employee Breakdown by Type of Worker	December 2023 - In %
Honduras	785	Fixed Term / Temporary	5%
Nicaragua	394	Permanent	95%
Panama	1,619	Total	100%
Paraguay	3,547
Total	16,527

Footnote: Fixed term/temporary comprises workers with temporary visas/work permits and workers whose end date is

defined as part of the employment contract.

Diversity, Equity and inclusion

Our Diversity, Equity and inclusion Commitments

Build an inclusive work environment that is representative of our workforce, the markets where we operate

and the customers who we serve, promoting a culture of inclusion through policies, procedures and regular

training, as well as activities that foster employee collaboration and enhancing employee wellness and growth

through policies, programs and practices designed to support their professional aspirations and personal

development.

Our Diversity, Equity and inclusion Goals

◦ 50% of women at all levels of the organization.

◦ 50% gender balance in upper management positions globally.

◦ 100% of trained employees on DE&I, annually.

Our Diversity, Equity and inclusion 2023 Actions

As of December 31, 2023, 41% of our employee base are women with 38% women within our upper

management positions. These results are a consequence of multiple initiatives carried out in 2023 to help us

meet our DE&I goals.

Some of these initiatives include: expansion of DE&I objectives to all General Managers in our countries, with STI

impact; monitoring of female talent representation in the final slate of candidates for job openings; the launching of

female development programs (in countries like Honduras and Colombia) to advance women's careers; monitoring of

DE&I goals through dashboards that provide monthly progress by country, function and job level; the implementation

of "employee' DE&I councils" in certain of our operations to help identify gaps in the DE&I approach and make

improvements; a comprehensive framework defining success in DE&I, including suggestions for each targeted

segment: LGBTQ+ community, Women, People with disabilities, and new generations.

During 2023. we continued working on annual communications campaigns, panel discussions and workshops.

For example: 1) In celebration of Women’s History Month, we launched a communications campaign that highlighted

women’s voices from across our operations; 2) We launched our annual DE&I “Sin Etiquetas” campaign, which aims to

amplify the voices of three specific communities: Women, LGBTQ+, and people with disabilities; 3) We participated in

the annual pride parade in Miami and El Salvador.where we were part of the first five companies to participate in this

event.

As of December 31, 2023, 96% of employees had completed the DE&I training. The content was focused on

exploring DE&I concepts, including how to build awareness of and overcome unconscious bias in the workplace.

Employee Health & Safety

Our HSE strategy

Safeguarding the well-being of our employees and contractors as well as working in safe work environments

without impacting the environment are the main our main Health, Safety and Environment ("HSE") objectives. We base

our criteria on local workplace safety regulations as well as our own requirements, as set out in our group-level Health

and Safety documentation, which is based on industry best practice.

Our 2023 HSE actions

In 2023, our operations focused on strengthening the culture of health and safety at work, emphasizing our high-

risk activities and the promotion of healthy lifestyles.

We worked on the standardization of the HSE processes of all our operations and successfully implemented a

training for contractors (that included high-risk activities, such as work at height, electrical risk and rescue at heights).

Our HSE country leaders Local HSE leaders conducted compliance audits of ISO 45001 and ISO 14001 in different

countries of the ones they are based. To prevent and avoid recurrences in our operations, we have implemented Safety

Stops, to share with operational areas and contractors lessons priorly learned. We have also worked on the inventory

of refrigerant gases to improve their control and carried out other activities such as, emergency drills and training of

our work teams based on risk assessments.

We trained our HSE teams on ISO 3100:2018 Risk Management and Comprehensive Greenhouse Gas and Carbon

Footprint Program.

Our 2023 HSE Performance

In 2023, we experienced six contractors' fatalities and one permanent contractors' disability event related to pole

installation, maintenance and antenna construction. All work-related incidents involving injury or death are thoroughly

investigated. For more information, refer to the Performance Tables section, starting on page 81.

Data Privacy and Freedom of Expression

As an international telecommunications and media group providing digital lifestyle services in emerging markets,

we take seriously our responsibility to respect people’s dignity and safeguard their rights, including freedom of

expression and privacy. This extends to how we handle personal and confidential data for millions of customers to the

workplace standards we uphold and how we balance our respect for customers’ rights with our duty to comply with

local laws in the countries where we operate.

Data Privacy

In 2023 we continue to be a Data Privacy Champion of the National Cybersecurity Alliance, a non for profit

organization dedicated to empowering individuals and encouraging businesses to respect privacy, safeguard data and

enable trust. This organization works together with other industry participants to raise public knowledge of best cyber

security practices and make those practices easier and more accessible.

Our Privacy Statement, where visitors can learn how we use, process and protect personal data, is publicly

available here. Country-specific websites included therein provide users with detailed information regarding our

privacy practices. Channels and contact points for users to raise privacy concerns are disclosed in such Privacy

Statement.

Millicom employees are required to participate in our data privacy training. In 2023, we launched an online Code of

Conduct and Data Privacy training to train our employees to protect our customers’ and our colleagues’ privacy. More

information on our Code of Conduct and Data Privacy training and on cybersecurity is disclosed on page 80. We also

continued to promote awareness regarding online privacy practices and provide educational resources to help our

employees learn how to mitigate risks and keep privacy and information security top of mind.

Freedom of expression

Freedom of Expression issues continue to grow in relevance and importance in the context of an increasingly

digital and interconnected world. Local laws require us to disclose information about our customers to law

enforcement agencies and other government authorities in connection with their legitimate duty to protect national

security and public safety, or to prevent or investigate crimes such as acts of terrorism. Whenever we face a

government request for customer information, we seek to minimize the impact of that request on our customers’ right

to privacy and freedom of expression. Before we respond to any legal demand, we determine that we have received

the correct type of demand based on the applicable law for the type of information sought.

Moreover, when any conflict arises between a local law and the United Nations’ Universal Declaration of Human

Rights or other international human rights standards, we strive to resolve that conflict in a manner that respects their

right to privacy and freedom of expression, as well as their fundamental right to access the internet and

communications services. Our 2023 Law Enforcement Disclosure (LED) Report summarizes the extent and context of

our interactions with law enforcement agencies and governments on issues that affect the privacy or freedom of

expression of our customers.

Supply Chain

Our Supply Chain Strategy

We seek to work with suppliers that understand and share our values and are aligned with our social and

environmental strategy. We do business with over 6,500 suppliers of all sizes across all markets where we operate in

Latin America. Through them, we have an indirect, far-reaching environmental and social impact. We seek to

consciously address this impact by building long-term relationships that are mutually beneficial at the group and local

level, and that are in accordance with our legal and compliance obligations.

Our Supplier Code of Conduct sets core expectations in the areas of compliance with laws; environment; fair labor

and human rights; health and safety; and business ethics. Our suppliers are expected to adhere to our code, which we

revise regularly to ensure its continued relevance.

Our 2023 Actions

We continually provide training to key suppliers and our procurement teams on ESG topics material to our

business. In 2023, we have defined eligible suppliers for training as: those with group spend above $1 million and

other strategic suppliers. This definition excludes vendors with a high EcoVadis rating, previous year's participants and

vendors in excluded categories (such as competitors, content dealers, financial services, government entities,

insurance, interconnection, leasing, legal and tax advisory, sponsorship and utilities). Our supplier training in 2023

included content on our expectations for reducing GHG emissions in line with our announced climate commitments

back in 2022. We also identified and engaged key vendors among our top Scope 3 emissions categories to begin

working toward shared emissions reduction goals.

We continued to encourage suppliers to get an EcoVadis rating so they are evaluated by an independent third

party in key ESG areas.

Our 2023 Performance

Please refer to the Performance Tables on starting on page 81 for specific information on our public commitments and

performance.

Digital Education / Inclusion:

Our Digital Education / Inclusion Commitments:

◦ Continue driving and implementing a regional strategy to advance digital literacy and inclusion through

educational programs on basic and advanced digital knowledge and entrepreneurial skills.

◦ Continue expanding our COP education program to reach more children, adolescents, parents, teachers

and caregivers.

◦ Continue bringing internet connection to schools and public institutions in vulnerable communities

throughout Latin America through collaborative partnerships with local governments and NGOs.

Our Digital Education / Inclusion Goals:

◦ Train 400,000 women through our digital inclusion program by 2023 (with a target of more than 99,000

women for the year 2023).

◦ Train more than 84,000 teachers and educators in 2023.

◦ Reach 120,000 volunteer hours for COP-related programs by 2023.

◦ Reach 700,000 children and adolescents; 200,000 parents and caregivers; and 70,000 teachers by 2023.

◦ Provide internet to 1,300 schools and public institutions by 2023, reaching our set commitment with the

OAS ICT Alliance.

Maestr@s Conectad@s

In 2023, we trained 107,662 teachers. The program has so far trained 525,608 teachers.

We launched our Maestr@s Conectad@s (Connected Teachers) program in 2020 to strengthen digital education

systems impacted by the COVID-19 pandemic with the aim to build skills through teachers and educators, also

benefiting the growing community of digital students. The program, which is delivered through a web-based app,

offers a catalog of courses (endorsed by the Ministries of Education of Panama, Bolivia, Paraguay, Guatemala,

Nicaragua, Honduras and El Salvador) and is developed in collaboration with an international organization focused on

educational content ("AHYU") . Course topics include digital tools, PowerPoint, Canva, Zoom, educational innovation,

storytelling, gamification, use of social networks, digital tools for the classroom and neuroeducation.

In 2023, we carried out 3 regional masterclasses and 2 regional congresses, and we launched 5 new modules

(Digital platforms for an educational world; Designing educational presentations with Artificial Intelligence;

Technology and psychospaces; Dynamic tables and Excel tips; and Update and use your PC like a professional). The

modules can be accessed at www.maestrosconectados.com. Maestr@s Conectad@s was also highlighted as a case

study by GSMA in its SDG report. https://sdgreport2023.gsma.com/sdgs/sdg-17-partnerships-for-the-goals/

#casestudies-Millicom

Conectadas

A total of 170,413 women and girls received training through our program Conectadas in 2023 and a total of

955,986 women and girls were trained since 2018.

Our Conectadas program has been providing digital literacy and entrepreneurship training to women and

adolescent girls in Latin America since 2017 and its reach has extended with the launch of our Conectadas web app in

2022. In 2023, we upgraded the platform infrastructure and added new content through a partnership with GSMA,

adding new content aimed at increasing women’s basic mobile and digital skills to help close the digital gender gap.

These and other modules are available for free at www.educacioncontigo.com.

In September 2023, our Conectadas program was recognized as runner up by the International

Telecommunication Union at the #SDGdigital GameChangers Awards Ceremony in Category 1: People – Empowering

Lives and Communities.

Conéctate Segur@

Tigo’s flagship Conéctate Segur@ program educates children, parents, teachers and caregivers on the risks and

opportunities of digital technology, giving children a safe way to learn, explore and grow through the creative and

responsible use of digital tools. In September 2021, Millicom and Fundación Real Madrid joined forces to promote

education and digital literacy to young people in our nine Latin American markets and the United States. The alliance’s

69 social sports projects provide children and young people with the tools, skills and knowledge to safely and

creatively experience the internet and to compete in the 21st-century job market. We contribute to the skills building

of the program participants through our flagship digital education program: Conectate Segur@, which raises

awareness on how to safely and responsibly use the internet . From 1 October, 2022 to 31 December, 2023, our

Conéctate Segur@ program benefited 125,375 children and adolescents which also include the beneficiaries of our

alliance with Fundación Real Madrid and benefited 67,656 parents, caregivers women and teachers with Tigo

employees having dedicated 8,992 volunteer hours to this Conéctate Segur@ program.

Governance

Management Governance

The Group embeds governance into the daily operations of all of its countries and its corporate functions. The

corporate functions set policies and procedures and manage their implementation and compliance in accordance with

our obligations and international best practices. Each function has clear reporting lines through to the Executive Team

and the CEO. Functions report to the Board committees based on the responsibilities of each committee. More

information on Corporate Governance can be found in section starting on page 105

Details on main Management Governance functions below:

Finance

Internal Controls

The Board is responsible for the Group’s system of internal control, which is designed to manage, rather than

eliminate, the risk of failure to achieve business objectives. This system can only provide reasonable, but not absolute,

assurance against material misstatement or loss. The concept of reasonable assurance recognizes that the cost of

control procedures should not exceed the expected benefits.

Responsibility for maintaining effective internal controls is delegated to the CEO and the Executive Team with

oversight provided by the Audit and Compliance Committee. The Executive Team is supported by a dedicated Business

Control team responsible for the Internal Control framework. Each country also has its own dedicated local Business

Control team responsible for monitoring and development of the local internal control environment.

To support our Sarbanes-Oxley program, we run a SOX Steering Committee comprising members of the Executive

Team and other senior management. The committee oversees the program, evaluates the findings of management

testing and ensures the availability of appropriate resources.

Business Control teams continue to place themselves at the heart of Group efficiency programs to ensure that

robust internal controls are an integral consideration in each program.

For information regarding Internal Control over Financial Reporting, see section starting on page 104.

Risk Management & Internal Audit

For information on Risk Management & Internal Audit, see sections starting on page 35 and on page 122 .

Procurement and Supply Chain Management

For information on procurement and supply chain management, see section starting on page 75.

Legal and Compliance

Corporate Compliance

Our corporate Ethics and Compliance program is central to our business strategy and is effectively embedded in

the business processes and procedures. Our program integrates preventive measures, key controls, reporting

mechanisms and due diligence processes to prevent, detect and correct misconduct and wrongdoing. We measure the

actual impact of this program on our employees and company culture in the countries where we operate.

Our Ethics and Compliance function consists of global and local resources responsible for the Group’s corporate

compliance, anti-money laundering and compliance strategic response programs. We also have a Compliance Officer

in each market.

Millicom strives to build a strong corporate culture that seeks compliance excellence, and in which employees at

all levels are committed to doing what is right and upholding the Company’s values and standards. In 2023, we have

updated policy versions of Anti-Money-Laundering ("AML"), Sponsorships and Donations, Government Interactions,

Conflicts of Interest, and Gifts and Hospitality. Violations of the Code of Conduct and its related policies will result in

corrective action, up to and including dismissal or removal from office. We reserve the right to report violations of the

Code of Conduct that involve potentially illegal behavior to the appropriate departments or authorities.

We enhanced ethics and compliance knowledge through consolidated digital training provided in English and

Spanish. Employees and contracted staff received mandatory training on Compliance and Data Privacy, including the

Code of Conduct, Anti-Corruption, Data Privacy, and AML policies to reinforce the most important compliance

concepts, influence employee behavior, and prevent misconduct through practical examples. We also provided

targeted face-to-face training in addition to the digital training program. Compliance KPIs are part of the remuneration

package of all our General Managers and their direct reports.

Our Compliance Communication Plan for 2023 included monthly newsletters highlighting relevant compliance

news, monthly campaigns on various compliance policies, and celebration of the annual Corporate & Ethics

Compliance Week in November 2023.

Speak Up Policy and Issue Management

Whistleblower protection is integral to fostering transparency, promoting integrity, and detecting misconduct.

Millicom’s Code of Conduct and its Speak-up Policy require Employees and Third Parties to report in good faith any

wrongdoing they discover or learn about during the course of their work with Millicom. Violations or suspected

violations shall be reported through the Millicom Ethics Line, Millicom’s external and independent reporting service,

which is available twenty-four hours a day, seven days a week. Additionally, employees shall immediately report

violations, suspected violations, or questions regarding the Speak-up policy or any applicable law or regulation directly

to a line manager, Human Resources, or any member of the Ethics & Compliance Department. Speak Up is part of our

training program. The Company strictly prohibits retaliation against any Reporter who raises a concern in good faith.

Millicom considers retaliating against a Reporter who raises a concern in good faith a serious disciplinary offense.

Retaliation may lead to disciplinary action, up to and including termination of employment (for Employees) or

termination of the relationship with Millicom (for third parties).

We also conduct regular Speak Up campaigns as part of our communications program. Approximately 84% of the

inquiries and complaints recorded through our Speak Up program are related to Human Resources and Business

Integrity. We have a team dedicated to following up on concerns communicated through Speak Up and are committed

to addressing such concerns in a fair, impartial and efficient manner.

The Executive Team and the Audit and Compliance Committee of the Board received regular updates on cases

raised through the Ethics Line or other channels, and is updated on matters that may impact financial reporting or the

internal control environment.

External Affairs

For information regarding Sustainability and Climate Change, see section starting on page 73. For information

regarding Education, see section starting on page 75.

Technology and Information

Information Security

For information on Information security, see section starting on page 35.

Human Resources

For information on our HSE and DE&I see section starting on page 75.

ESG Performance Tables

We report our progress towards our ESG strategy, which includes the public commitments established in our five-

year plan (developed in 2018 as updated in subsequent years). These Performance Tables incorporate elements of our

2022 Materiality Assessment as per our latest engagements with internal and external stakeholders.

Unless otherwise stated, this section includes our Honduras joint venture as if it were fully consolidated, as this

reflects the way our management reviews and uses internally reported information to make decisions about operating

matters. It also includes our Guatemala operation. The majority of the ESG performance data is for the period from

October 1, 2022, to September 30, 2023, except where noted.

ESG Public Commitments Overview

Environment


Topic	Our Goals	Target	Target Year	What We Did in 2023	Our Performance/ Status
Energy and Climate Change	Develop and implement a comprehensive strategy for climate change mitigation and resilience that covers Tigo operations and our wider value chain.	Reduce absolute Scope 1 and 2 GHG emissions by 50% by 2030 from a 2020 base year.	2030	We continued working with a cross-functional team throughout the year to scale energy-efficiency initiatives, including maximizing savings due to infrastructure modernization. We acquired 62,615 MWh from renewable sources through PPA's (Panama and Colombia and RECs (Colombia).	In progress
Energy and Climate Change		Reduce absolute Scope 3 GHG emissions 20% by 2035 from a 2020 base year.	2035	We continued our engagement with key suppliers in Purchased Goods & Services, Capital Goods and Use of Sold Products categories to look for joint action to reduce our Scope 3 emissions.	In progress
e-Waste and Circular Economy	Manage and measure waste streams, including the reuse and recycling of consumer devices.	Reach an end-to-end recovery rate of 76% of Consumer Premise Equipment* ("CPE") by 2024. *Excludes obsolete equipment that cannot be reinserted.	2024	We surpassed our target with an end-to-end recovery rate of 84% (target for2023 was 75%).	Completed

Society


Topic	Our Goals	Target	Target Year	What We Did in 2023	Our Performance/ Status
Digital Education	Implement regional strategy to advance digital literacy with educational programs on basic and advanced digital knowledge and entrepreneurial skills.	1) Reach 400,000 women trained through our digital inclusion program by 2023 . 2) Reach more than 84,000 teachers trained in 2023.	2023	1) In 2023, we trained 170,413 women and we carried out extensive updates on the Conectadas platform to improve the user experience, reaching a total of 955,986 since 2018. 2) We also trained 107,662 teachers.	1) Completed. 2) Completed.
	Continue our efforts to prevent access to online Child Sexual Abuse Material (CSAM) through our networks by continuously implementing blocking mechanisms region- wide and advancing industry initiatives.	All operations implement CSAM blocking mechanism by 2020.	2020	We have finished with the implementation of a system that blocks CSAM sites in Panama. A system that blocks CSAM sites is in place in our nine countries of operation (including Honduras).	Completed.
	Expand Child Online Protection (COP) training through our employee volunteering program by creating an online training platform for all Tigo operations.	Reach 120,000 volunteer hours for COP-related programs by 2023.	2023	As from 2018, our employees contributed over 180,000 hours of volunteering out of which 60,413 were dedicated to our COP program (approximately 50% of the target hours for this program).	Refocused.
	Continue our COP education program to reach more children, adolescents, parents, teachers and caregivers.	Reach 700,000 children and adolescents; 200,000 parents and caregivers; and 70,000 teachers.	2023	As from 1 October 2022 to 31 December 2023, including the results of our alliance with the Real Madrid Foundation, we reached 125,375 children and adolescents. We also reached 54,511 parents and caregivers and 13,145 teachers through our Conéctate Segur@ training program. We have exceeded these goals.	Completed.
Diversity, Equity and Inclusion	Build an inclusive work environment that is representative of our workforce, the markets where we operate and the customers who we serve.		2030	38% of women in managerial positions and 41% of women across our employee base We continued focusing on awareness and education through such activities as unconscious bias training (where 96%% of employees received unconscious bias training) , annual communications campaigns, and panel discussions and workshops. DE&I objectives are tied to GM bonuses and are included in our Leader Success program. See further details in our Society section starting on page 75.	In progress.
	Promote a culture of inclusion through policies, procedures and regular training, as well as activities that foster employee collaboration.
	Enhance employee wellness and growth through policies, programs and practices designed to support their professional aspirations and personal development.


Supply Chain	Enhance due diligence processes by including sustainable procurement criteria for global strategic suppliers.	Vet all global strategic suppliers through our sustainable procurement platform.	2023	88% of the global strategic suppliers in our updated list have been vetted on our sustainable procurement platform.As of 2024, we will continue to encourage EcoVadis ratings, but we will also accept other third party sustainability ratings.	Refocused.
	Enhance due diligence processes by including sustainable procurement criteria for global strategic suppliers.	Ensure that 100% of global strategic suppliers obtain sustainability assessment scores of 45 or greater by 2023.	2023	34% of global strategic suppliers scored 45 or higher on Ecovadis. As of 2024, we will continue to encourage EcoVadis ratings, but we will also accept other third party sustainability ratings.	Refocused.
	Extend related training to procurement team.	Train 100% of procurement staff in responsible supply chain management issues related to our core risks.	2023	96% of our procurement teams have been trained on responsible supply chain management.	In progress.
	Train all suppliers with Group spend >$1.0m by 2023, and measure their progress on corrective action plans through sustainable procurement platform and audits.	Train all suppliers with Group spend >$1.0m by 2023, and measure their progress on corrective action plans through sustainable procurement platform and audits.	2023	We have continued to extend the training through our supplier online learning platform. 92% of eligible suppliers received training.	In progress.
Fundamental Rights	Consolidate and enhance human rights policies and practices covering privacy, freedom of expression, supply chain and vulnerable groups to meet standards of United Nations Guiding Principles on Business and Human Rights.		2023	We launched a group-wide Human Rights Policy, which highlights our commitment to protecting the rights of customers, workforce and stakeholders. Our policy outlines the seriousness with which we take these issues and the robust governance framework we have in place to safeguard our practices and mitigate related risks.	Completed.

Read our Law Enforcement Disclosure (LED) Report for more on our approach to managing law enforcement requests and major

events.

Governance


Topic	Our Goals	Target	Target Year	What We Did in 2023	Our Performance /Status
Compliance	Build a strong corporate culture that seeks compliance excellence; build an ethical business culture in which employees at all levels are committed to doing what is right and upholding the company’s values and standards.	100% of GMs and executive teams with compliance KPI built into remuneration package by 2020.	Annual	100% of GMs and GM-1 have compliance KPIs built into their remuneration package. Heatmap and KPIs scorecards have been presented to the Audit and Compliance Committee as a way to assess progress towards compliance objectives.	Completed.
		100% of the above group plus their direct reports with compliance KPI built into remuneration package by 2021.	Annual		Completed.
		95% of Compliance & Ethics training for active employees yearly.	Annual	100% of employees completed the annual mandatory training on Code of Conduct.	Completed.
		Respond within three business days to all Ethics Line allegations submitted through hotline.	Annual	On average, we responded within three business days to each Ethics Line allegation submitted through hotline.	Completed.
		Provide corrective action recommendations for each Ethics Line case substantiated through the investigation process.	Annual	We provided corrective action recommendations for each substantiated Ethics Line case. Each corrective action was tracked through completion. Where a concern or allegation is substantiated, investigation findings and recommendations for corrective action are provided to the appropriate review committee.	Completed.
	Maintain a Compliance & Ethics Program that is central to business strategy; effectively embedded in the business processes and procedures; and focused on the actual impact the company’s program has in the countries where it operates, as well as on our employees, customers, stakeholders and communities.	100% of operations with online platform deployed and functional for a high- quality program that integrates preventive measures, key controls, reporting mechanisms and due diligence processes capable of detecting and correcting misconduct and wrongdoing.	2023	We updated several compliance policies and procedures, and also upgraded our Third Party Due Diligence platform, which serves as a repository and a process management tool to vet vendors before being onboarded. This tool also runs background checks on existing vendors, based on automated watch lists, adverse media and law enforcement searches. The Third Party Due Diligence tool are standardized and accessible for our operations.	Completed.

Our Performance

About Our ESG Metrics

These metrics reflect our 'Total Reportable Segment' definition, including Guatemala for all periods presented and Honduras

and excluding Africa (unless specifically stated). This is in alignment with the GHG protocol Operational control company boundaries

definition New key performance indicators will be reported in the following years, in accordance with the Corporate Sustainability

Reporting Directive.

2021 metrics were impacted by the ongoing COVID-19 pandemic. Therefore, some of the reported values may reflect atypical

variations.


Environment

E-waste for recycling through responsible waste management program (tonnes)
KPI	2021	2022	2023
Total weight of e-waste for recycling through our responsible e-waste management program (tonnes)	3,285	5,044	7,274

The increase in 2023 relates principally to the migration project for copper dismantling in Colombia.


Energy use
KPI	2021	2022	2023
Base station and fixed network sites
Energy from fuel (MWh)	46,590	50,046	58,668
Grid electricity (MWh)	514,684	532,301	547,002

Our fleet
Energy from fuel (MWh)	52,017	45,803	40,007

Data centers and offices
Energy from fuel (MWh)	2,281	2,350	2,306
Grid electricity (MWh)	118,679	131,975	131,215

Shops
Energy from fuel (MWh)	105	109	72
Grid electricity (MWh)	13,304	14,401	14,004

Total energy consumption (MWh)
Grid electricity (MWh)	646,667	678,677	692,221
Energy from fuel (MWh)	100,993	98,308	101,053
Total energy consumption (MWh) (*)	747,660	776,985	796,021
Out of which energy from renewable sources (MWh)	18,772	28,208	62,615
Scope 1 emissions (Tonnes of CO2e)	33,161	31,942	30,524
Scope 2 emissions (Tonnes of CO2e)	146,525	139,242	146,673
Scope 3 emissions (Tonnes of CO2e)	2,202,250	1,582,304	1,386,091

Energy from fuel is only fossil source energy consumption.

(*) For 2023, it includes 2,747MwH, generated by Solar Panels/ EaaS model.

For 2023, Scope 1, 2 and 3 GHG emissions were calculated following the GHG Protocol Standard and by an expert third party (for 2022 and 2021, only Scope

3 was calculated by an expert third party).

For 2023, Scope 1 emissions include emissions from mobile and stationary combustion sources and fugitive emissions. Emissions from fuels, both from

mobile and stationary sources, were calculated using the UK Government GHG Conversion Factors for Company Reporting 2023. Fugitive emissions, which

are related to refrigerant leakage, were calculated using the global warming potential specified in the fifth assessment report. For 2022 and 2021, Scope 1

emissions include fugitive emissions using emission factors from the “Refrigerant & other” worksheet in the condensed set of the 2021 UK GHG Conversion

factors set. Emissions from fuel (motor diesel and gasoline) are calculated using the World Resources Institute (2015) GHG Protocol Tool for Stationary

Combustion (version 4.1) and the Mobile Combustion GHG Emissions Calculation Tool (version 2.6).

For 2023, Scope 2 emissions (market-based) was calculated using the Emission Factors from the International Energy Agency (IEA), considering values for

2023. Location-based Scope 2 emissions for 2023 was 159,860.35 Tonnes of CO2e. For 2022 and 2021, Scope 2 emissions (market-based method) were

calculated using Electricity Emission Factors from IEA, except in the case of Colombia.

For 2023, Scope 3 emissions (market-based) consider all applicable categories for Millicom. In more detail, the categories that contribute the most are

purchased goods and services (45%) and the use of sold products (25%), which together account for 70% of Millicom's Scope 3 GHG emissions. Categories

that are not applicable to Millicom include category 10 (Processing of sold products), 13 (Downstream leased assets) and 14 (Franchises). For 2022 and 2021,

Scope 3 emissions computation was performed with reference to the GHG Protocol methodology,


Society

Diversity and Inclusion	Year ended December 31,
KPI	2021	2022	2023
% of women in managerial positions	39%	40%	38%
% of women across our employee base	41%	42%	41%


Supply Chain
KPI	2021	2022	2023
% of all suppliers who have signed the supplier code	70%	67%	67%
% of procurement teams trained on responsible supply chain management	92%	91%	96%
% of suppliers with Group spend >$1.0m trained on Millicom's ESG strategy and requirements	78%	79%	92%

% of all suppliers who have signed the code of conduct is only for suppliers with a spend of over $25,000.Suppliers with a compliance program in place that's

considered equivalent to ours (not included above) for this exercise were approximately 5% for 2023.

As from 2022, % of procurement teams trained on responsible supply chain management is reported on a calendar year basis as opposed to past reporting

cycles, which went from October 1 to September 30 of the reporting year.

Suppliers considered for ESG training are those with a 2023 spend over $1M is reported on a calendar year basis excluding related parties, competitors,

utilities and government entities. Suppliers with an identified ESG robust program (Ecovadis score of 45 and above) are considered trained and included in

the above figure.


Health and Safety
KPI	2021	2022	2023
Number of employee fatalities	0	0	0
Number of contractor fatalities	2	8	6
Number of lost time accidents for Millicom employees	41	55	57
Lost-time injury rate per 1,000 employees	0.83	2.76	2.99
Absentee rate (%)	1.97%	2.04%	1.40%

2021 HSE data includes our prior Tanzania operation.

Apprentices (students hosted due to government programs, work experience students on contracts of less than a year, unpaid interns etc.) are excluded from

employee metrics.

For details on the number of contractor fatalities and measures put in place, see section starting on page 75.

A lost time accident as shown above occurs when an employee takes one or more days of lost time due to injury. As from 2022, lost-time injury rate is

capturing all accidents that resulted in at least one day or more of lost-work time. For 2021, lost-time injury rate only captured incidents that involved 3 or

more days of lost work.

The absentee rate is the number of days of unplanned absences versus the average number of workdays in the reporting period, expressed as a percentage.


Digital Education
KPI	2021	2022	2023
Women trained in digital inclusion programs ("Conectadas")	158,881	171,059	170,413
Teachers trained through Maestr@s Conectad@s program	112,737	102,472	107,662

As of December 31, 2023, we exceeded our COP training targets (see corresponding public commitment above). As of December 31, 2023, 100% of our

countries of operation (including Honduras) have systems in place blocking child sexual content (see corresponding public commitment above).


Digital Inclusion & Social Investment
KPI	2021	2022	2023 (*)
Monetary value of employee volunteering ($)	138,174	228,464	389,952
Volunteering hours	13,525	25,909	36,449

(*) In 2023, these KPI's include volunteering hours for 4Q 2023 amounting to 3,599 hours (corresponding to a monetary value of employee volunteering of

$40,174), so as to align with our public commitment date of 31 December, 2023.


Fundamental Rights
KPI	2021	2022	2023
Total number of law enforcement requests	53,420	71,572	79,939
	Year ended December 31,
	2021	2022	2023
Number of major events	8	4	7

We classify law enforcement requests into three categories: interception, customer metadata and customer financial data (related to the mobile money

services or MFS services we provide). These three categories encompass the vast majority of requests we receive. We report all other requests outside of the

definitions as major events. Read our Law Enforcement Disclosure (LED) Report for more on our approach to managing law enforcement requests and major

events.


Governance

Ethics	Year ended December 31,
KPI	2021	2022	2023
% of employees who acknowledged the Code of Conduct	99%	99%	100%
% of employees who have completed the Code of Conduct training	99%	99%	100%
% of operations (where) we conducted a compliance risk assessment	100%	100%	100%

Apprentices (students hosted due to government programs, work experience students on contracts of less than a year, unpaid interns etc.) are excluded from

employee metrics.

Corporate Governance is covered in detail in the section starting on page 105.

Report of the Independent Auditor

To the management of Millicom International Cellular S.A.

Scope

We have been engaged by Millicom International Cellular S.A. (“you”, “Millicom” or “the Company”) to perform a

‘limited assurance engagement,’ as defined by International Standards on Assurance Engagements (“ISAE 3000”), here

after referred to as the engagement in relation to the 2023 ESG report (the “Subject Matter”, the “Report”). As part of

this engagement, EY included in the independent third-party assurance report 16 KPIs.


Topic	Indicator	Wave 1 (October 1, 2022 to September 30, 2023)	Wave 2 (Calendar year - January 1, 2023 to December 31, 2023)
Environment	Total energy consumption from renewable resources (MWh)
	Total energy consumption (MWh)
	Scope 1 emissions (Tonnes of CO2e)
	Scope 2 emissions (Tonnes of CO2e)
	Scope 3 emissions (Tonnes of CO2e)
	% of Consumer Premise Equipment (CPE) recovered upon service termination or upgrades
Society (Inclusion)	% of women in senior management positions
Society (Digital Education)	Women trained in digital inclusion program ("Conectadas") [# women trained]
Society (Digital Education)	Teachers trained through of Maestr@s Conectad@s program [# teachers trained]
Society (Supply Chain)	% of suppliers with Group spend >$1.0 million trained on Millicom's ESG strategy and requirements
Society (Health and Safety)	Number of employee fatalities
	Number of contractor fatalities
	Number of lost time accidents for Millicom employees
	Lost-time injury rate per 1,000 employees
Society (Fundamental Rights)	Number of law enforcement requests
Governance	% of employees who acknowledged the Code of Conduct

Other than as described in the preceding paragraph, which sets out the scope of our engagement, we did not perform

assurance procedures on the remaining information included in the Report and accordingly, we do not express a

conclusion on this information.

Criteria applied by the Company

The Company is responsible for the Subject Matter to be prepared in accordance with standards outlined on its Report

integrated within the Annual Report mapped against the Global Reporting Initiative (GRI) and Sustainable Accounting

Standards Board (SASB) standards (“The Criteria”).

Company's responsibilities

The Company’s management is responsible for selecting the Criteria, and for presenting the information included in

accordance with that Criteria, in all material respects. This responsibility includes establishing and maintaining internal

controls, maintaining adequate records and making estimates that are relevant to the preparation of the subject

matter, such that it is free from material misstatement, whether due to fraud or error.

EY's responsibilities

Our responsibility is to express a conclusion on the presentation of the Subject Matter based on the evidence we have

obtained.

We conducted our engagement in accordance with the ISAE 3000 and the terms of reference for this engagement as

agreed with the Company on the 13th of December 2023. Those standards require that we plan and perform our

engagement to obtain limited assurance about whether, in all material respects, the Subject Matter is presented in

accordance with the Criteria, and to issue a report. The nature, timing, and extent of the procedures selected depend

on our judgment, including an assessment of the risk of material misstatement, whether due to fraud or error.

We believe that the evidence obtained is sufficient and appropriate to provide a basis for our limited assurance

conclusions.

Our Independence and Quality Control

We have maintained our independence and confirm that we have met the requirements of the Code of Ethics for

Professional Accountants issued by the International Ethics Standards Board for Accountants and have the required

competencies and experience to conduct this assurance engagement.

EY also applies International Standard on Quality Control, Quality Control for Firms that Perform Audits and Reviews of

Financial Statements, and Other Assurance and Related Services Engagements, and accordingly maintains a

comprehensive system of quality control including documented policies and procedures regarding compliance with

ethical requirements, professional standards and applicable legal and regulatory requirements.

Description of procedures performed

Procedures performed in a limited assurance engagement vary in nature and timing and are less in extent than for a

reasonable assurance engagement. Consequently, the level of assurance obtained in a limited assurance engagement

is substantially lower than the assurance that would have been obtained had a reasonable assurance engagement

been performed.

A limited assurance engagement consists of making enquiries, primarily of persons responsible for preparing the

Subject Matter and related information and applying analytical and other appropriate procedures.

Although we considered the effectiveness of management’s internal controls when determining the nature and extent

of our procedures, our assurance engagement was not designed to provide assurance on internal controls. Our

procedures did not include testing controls or performing procedures relating to checking aggregation or calculation

of data within IT systems.

Our procedures included:

- Obtaining an understanding of the reporting processes for the Subject Matter, and obtaining insight into the systems

and methods used for collecting and processing data;

- Interviewing the relevant employees to gain insights into the processes to monitor, manage and report the required

information;

- Review guidelines for data collection, monitoring, measurement and reporting for the subject matter information;

- Analytical review of the data submitted by all locations for the selected disclosures, e.g. testing the completeness and

mathematical accuracy of conversions and calculations, methodologies and consolidation in line with the stated

reporting boundary;

- Performing a review of the information included in the Subject Matter, developing an assurance plan to determine

the approach for the review of the KPI’s (i.e. evidence based review or recalculations of the figures);

- Interviews with management representatives responsible for managing the selected issues (if any).

We also performed such other procedures as we considered necessary in the circumstances.

Limited Assurance Conclusion

Based on the procedures we have performed and the evidence we have obtained for the 16 KPIs, nothing has come to

our attention that causes us to believe that the Report has not been prepared and presented fairly, in all material

respects, in accordance with standards outlined on its Report integrated within the Annual Report.

Restricted Use

This report is intended solely for the information and use of Millicom for providing limited assurance over its Report for

as per the scope described above and is not intended to be and should not be used by anyone other than those

specified parties.

Ernest & Young

Société Anonyme

Cabinet de Révision Agrée

Luxembourg, March 12, 2024

Bruno di Bartolomeo

Partner

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

Directors and Senior Management (including Share

Ownership)

See "Corporate Governance—Board Governance—Board Profile: Skills and Experience" for more information on

our directors and senior management.

Compensation

For the financial year ended December 31, 2023, the total compensation paid to MIC S.A.’s directors was $1.7

million and to the CEO and CFO the total cash compensation plus benefits (excluding pension) was $4.1 million. The

total amounts set aside or accrued by Millicom to provide pension, retirement or similar benefits for the CEO and CFO

was $0.5 million.

The Company provides information on the individual compensation of its directors and certain members of its

executive management in its annual report filed with the Registre de Commerce et des Sociétés (Luxembourg Trade and

Companies Register), the Société de la Bourse de Luxembourg S.A. (Luxembourg Stock Exchange) and the Commission de

Surveillance du Secteur Financier (CSSF). As that annual report is made publicly available, the relevant individual

compensation information it contains for directors and executive management is included below.

Remuneration of Directors

Decisions on annual remuneration of directors (“tantièmes”) are reserved by the Articles of Association to the

general meeting of shareholders. Directors are prevented from voting on their own compensation.The remuneration of

the non-executive members of the Board of Directors comprises an annual fee and shares of MIC S.A. The remuneration

is 100% fixed. Non-executive directors do not receive any fringe benefits, pensions or any form of variable

remuneration. No remuneration was paid to any of the non-executive directors in 2023 or 2022 from any other

undertakings within the Millicom Group.

Director remuneration is proposed by the Nomination Committee and approved by the shareholders at the AGM

or other shareholders’ meetings. During early 2023, in proposing Director Remuneration, the Nomination Committee,

received input from an external compensation advisor, including market and peer benchmarking, and considered the

frequency of meetings and complexity of Millicom’s business and governance structures. After consideration of these

and other relevant aspects, the Nomination Committee proposed to keep the structure and propose no increase in the

amount of remuneration for each role for the non-executive directors. In accordance with resolution 18 adopted by

the AGM on May 31, 2023, the Nomination Committee of Millicom was instructed to propose Director remuneration for

the period from the date of the 2023 AGM to the date of the AGM in 2024.

At the AGM held on May 31, 2023, MIC S.A.’s shareholders approved the compensation for the nine non-executive

directors expected to serve from that date until the 2024 AGM consisting of two components: (i) cash-based

compensation and (ii) share-based compensation. The share-based compensation is in the form of fully paid-up shares

of MIC S.A. Such shares are provided from the Company’s treasury shares or if permitted, alternatively issued within

MIC S.A.’s authorized share capital exclusively in exchange for the allocation from the share premium reserve (i.e., for

nil consideration from the relevant directors), in each case divided by the average Millicom closing share price on the

Nasdaq in the US for the three-month period ending April 30, 2023, or US$18.75 per share, provided that shares shall

not be issued below the par value. Executive Directors do not receive any remuneration in their capacity as Directors.

In respect of directors who do not serve an entire term from the 2023 AGM until the 2024 AGM, the fee-based and

the share-based compensation is pro-rated pro rata temporis.

Director remuneration (Board and Committees) for the year ended December 31, 2023 and December 31, 2022

(covering the period from May 31, 2023 to the date of the AGM in May 2024 as resolved at the shareholder meeting on

May 31, 2023) is set forth in the following table. See Board Committees section, starting on page 144 for details on

those Directors that are also committee members.


	2023			2022
Name of Director	Cash- based fee	Share- based fee (i)	Total	Cash- based fee	Share- based fee (i)	Total
Name of Director	In thousands of USD
Mr. José Antonío Rios García - Former chair of the Board (ii)	$105.0	$210.0	$315.0	$105.0	$210.0	$315.0
Ms. Pernille Erenbjerg - Deputy Chair of the Board	$100.0	$160.0	$260.0	$100.0	$160.0	$260.0
Ms. Maria Teresa Arnal (since May 2023)	$67.5	$105.0	$172.5	Not Applicable
Mr. Bruce Churchill	$90.0	$105.0	$195.0	$77.5	$105.0	$182.5
Mr. Tomas Eliasson	$100.0	$105.0	$205.0	$90.0	$105.0	$195.0
Mr. Michael Golan (since May 2023) (iii)	—	—	—	Not Applicable
Mr. Nicolas Jaeger (since May 2023)	$67.5	$105.0	$172.5	Not Applicable
Mr. Thomas Reynaud (since May 2023)	$67.5	$105.0	$172.5	Not Applicable
Ms. Blanca Treviño de Vega (since May 2023)	$77.5	$105.0	$182.5	Not Applicable
Former Directors (in all cases, until May 2023)
Mr. Odilon Almeida - Former Chair of the Compliance and Business Conduct	Not Applicable			$80.0	$105.0	$185.0
Ms. Mercedes Johnson - Former Chair of the Audit and Compliance Committee	Not Applicable			$112.5	$105.0	$217.5
Mr. Lars-Johan Jarnheimer	Not Applicable			$67.5	$105.0	$172.5
Mr. James Thompson	Not Applicable			$90.0	$105.0	$195.0
Total (iv)	$675.0	$1,000.0	$1,675.0	$722.5	$1,000.0	$1,722.5

(i)Share-based compensation for the period from May 31 2023to May 2024 was calculated by dividing the approved remuneration by the average

Millicom closing share price on the Nasdaq in the US for the three-month period ending April 30, 2023 and represented a total of 53,343 shares. Total

remuneration for the period from May31, 2023 to May 2024 after deduction of applicable withholding tax at source comprised 75% in shares and

25% in cash.

(ii)Mr. Rios Garcia resigned from the board of directors on August 31, 2023.

(iii)Mr. Golan declined to receive any director remuneration.

(iv) Total remuneration for the period from May 31, 2023 to May 2024 after deduction of applicable withholding tax at source comprised 75% in shares

and 25% in cash (2022: 73% in shares and 27% in cash).

Remuneration of Executive Management

See Compensation and Talent Committee's Report section, starting on page 128.

Employees

As of December 31, 2023, the Millicom Group had approximately 16,527 employees, 19,446 employees in 2022 and

20,687 employees in 2021. Management believes that relations with the employees are good. Some of our employees

belong to a union and approximately 14% of our employees participated in collective agreements as of December 31,

2023. The temporary employees of the Company corresponded to 5% of the average total number of employees as of

December 31, 2023.

FINANCIAL INFORMATION

Consolidated Statements and Other Financial Information

Financial Statements

Consolidated financial statements are set forth under “Financial Statements.”

Legal Proceedings

General litigation

In the ordinary course of business, Millicom is a party to various litigation or arbitration matters in each jurisdiction

in which we operate. The principal categories of litigation to which we are subject include the following:

•commercial claims, which include claims from third-party dealers, suppliers and customers alleging breaches

or improper terminations of commercial agreements, or the charging of fees not in compliance with

applicable law;

•regulatory claims, which consist primarily of consumer claims, as well as complaints regarding the locations of

antennae and other equipment; and

•labor and employment claims, including claims for wrongful termination and unpaid severance or other

benefits.

By category of litigation, commercial claims account for a majority of the litigation matters to which we are party

by both number of cases and total potential exposure based on the amount claimed.

By geography, litigation matters in Colombia represent a majority of the litigation matters to which we are party by

both number of cases and total potential exposure. This is due to the size of our operations in Colombia, the

comparatively high general prevalence of litigation there, and consumer protection and quality of service regulations

which facilitate claims against telecommunications companies.

For additional details, see note G.3.1. to our audited consolidated financial statements.

Tax disputes

In addition to the litigation matters describe above, we have ongoing tax claims and disputes in most of our

markets. Generally, these disputes relate to differences with the tax authorities following their completion of audits for

prior tax years dating back to 2007 or challenges by the tax authorities to our interpretation of tax regulations.

Examples of these challenges and disputes relate to issues such as the following:

•the applicability, deductibility or reporting of VAT or sales tax in Honduras and Costa Rica;

•withholding tax payable on commissions, interconnection services, roaming, services fees and finance leases

in Bolivia, El Salvador, Guatemala, Honduras and Paraguay;

•the application of stamp tax on dividend payments in Guatemala;

•the deductibility of expenses and interest on shareholder loans and other debt instruments in El Salvador and

Costa Rica;

•the deductibility of management, royalty and service fees paid to MIC S.A. by our operations in El Salvador,

Honduras and Nicaragua;

•deductibility of commissions and discounts on handsets in Honduras and El Salvador;

•the deductibility of expenses for depreciation and amortization in Colombia, Guatemala, Nicaragua and

Paraguay;

• the application of the territoriality principle in the determination of the taxable base of municipal taxes in

Colombia and Nicaragua; and

• Withholding tax and deductibility of expenses due to the application of double tax treaties in Panama.

In many instances, the tax authorities seek to impose substantial penalties and interest charges while the disputed

amounts remain unpaid, as we seek resolution through negotiations or court proceedings, resulting in significantly

higher total claims than we expect the tax authorities will receive once the matter has been finally resolved. We work

with the local tax authorities to substantiate claims or negotiate settlement amounts to close an audit, except in those

instances where we are challenging or appealing the tax authorities’ claims.

For additional details, see note G.3.2. to our audited consolidated financial statements.

Dividend and Share Repurchase Plans

For a description of the shareholders’ and SDR holders’ rights to receive dividends, the conditions to declare and

pay dividends and the terms of the current share repurchase plan, please refer to "Corporate Governance—Corporate

Governance Statement and Framework."

Significant Changes

No significant changes have occurred other than as described in this Annual Report since the date of our most

recent audited consolidated financial statements.

THE OFFER AND LISTING

Offer and Listing Details

The principal trading market of MIC S.A.’s shares is currently Nasdaq Stockholm, where MIC S.A.’s shares are listed

and trade in the form of SDRs. Each SDR represents one share. MIC S.A. does not intend to list its SDRs on any national

securities exchange in the United States.

Since January 9, 2019, MIC S.A.’s common shares have been listed on the Nasdaq Stock Market’s Global Select

Market (the “Nasdaq Global Select Market”) in the United States. MIC S.A.’s common shares had previously been listed

on the Nasdaq Global Select Market until May 27, 2011.

Markets

The SDRs are listed on the main market of Nasdaq Stockholm under the symbol “TIGO SDB" (formerly "MIC_SDB”).

Nasdaq Stockholm is a regulated market in accordance with the Swedish Securities Market Act and is subject to

regulation and supervision by the Swedish Financial Supervisory Authority. The Swedish Securities Market Act provides

for the regulation and supervision of the Swedish securities markets and market participants, and the Swedish

Financial Supervisory Authority implements such regulation and supervision.

MIC S.A.’s common shares are listed on the Nasdaq Global Select Market in the United States under the symbol

“TIGO.”

ADDITIONAL INFORMATION

Related Party Transactions

The related party transactions disclosures in our audited consolidated financial statements are in some respects

broader than that required by Form 20-F. For purposes of consistency of presentation, references to "related parties"

refer to the broader definition that is used in our audited consolidated financial statements. The Company conducts

transactions with certain related parties on normal commercial terms and conditions as described in Note G.5. to our

audited consolidated financial statements .

Exchange Controls

There are no governmental laws, decrees, regulations or other legislation of Luxembourg that may affect:

•the import or export of capital including the availability of cash and cash equivalents for use by the Millicom

Group, or

•the remittance of dividends, interests or other payments to non-resident holders of MIC S.A.’s securities other

than those deriving from the U.S.-Luxembourg double taxation treaty.

Taxation

Luxembourg Tax Considerations

The following information is of a general nature only on certain tax considerations effective in Luxembourg in relation to

holders of shares in respect of the ownership and disposition of shares in MIC S.A., and does not purport to be a

comprehensive description of all of the tax considerations that might be relevant to an investment decision in such company.

It is included herein solely for preliminary information purposes and is not intended to be, nor should it be construed to be,

legal or tax advice. The information contained herein is based on the laws presently in force in Luxembourg on the date

hereof, and thus subject to any change in law that may take effect after such date. Shareholders in MIC S.A. should therefore

consult their own professional advisers as to the effects of state, local or foreign laws, including Luxembourg tax law, to

which they may be subject.

Please be aware that the residence concept used under the respective headings below applies for Luxembourg income

tax assessment purposes only. Any reference in the present section to a tax, duty, levy, impost or other charge or withholding

of a similar nature, or to any other concepts, refers to Luxembourg tax law or concepts only. Further, any reference to a

resident corporate shareholder/taxpayer includes non-resident corporate shareholders/taxpayers carrying out business

activities through a permanent establishment, a permanent representative or a fixed place of business in Luxembourg to

which assets would be attributable. Also, please note that a reference to Luxembourg income tax encompasses corporate

income tax (impôt sur le revenu des collectivités), municipal business tax (impôt commercial communal), a solidarity

surcharge (contribution au fonds pour l’emploi), as well as personal income tax (impôt sur le revenu) generally. Corporate

shareholders may further be subject to net wealth tax (impôts sur la fortune), as well as other duties, levies or taxes.

Corporate income tax, municipal business tax, as well as the solidarity surcharge invariably apply to most corporate

taxpayers resident in Luxembourg for tax purposes. Individual taxpayers are generally subject to personal income tax and the

solidarity surcharge. Under certain circumstances, where an individual taxpayer acts in the course of the management of a

professional or business undertaking, municipal business tax may apply as well.

(a)Luxembourg withholding tax on dividends paid on MIC S.A. shares

Dividends distributed by MIC S.A. will in principle be subject to Luxembourg withholding tax at the rate of 15%.

Luxembourg resident corporate holders

No dividend withholding should apply on dividends paid by MIC S.A. to (i) a Luxembourg resident company if the

conditions of Article 147 of the Luxembourg income tax law (“LITL”) are met, meaning that the Luxembourg residence

corporate holder should be a collective entity covered by article 2 of the EU Parent Subsidiary (Council Directive

2011/96/EU of 30 November 2011), (ii) a fully taxable (capital) company not listed in the appendix to article 166 LITL,

paragraph 10, or (iii) the Luxembourg State, a Luxembourg commune or a Luxembourg syndicate of communes or an

undertaking of a Luxembourg public body or to a Luxembourg permanent establishment of a collective entity under

(i), (ii) or (iii)), holding shares which meets the qualifying participation test (10% of the share capital or acquisition price

of the shares of at least € 1.2 million held or committed to be held for a minimum of 12 months).

Luxembourg resident individual holders

Luxembourg withholding tax on dividends paid by MIC S.A. to a Luxembourg resident individual holder may

entitle such holder to a tax credit for the tax withheld.

Non-Luxembourg resident holders

Non-Luxembourg resident shareholders of MIC S.A. should benefit from a withholding tax exemption if the

conditions of Article 147 LITL are met, meaning a 10% shareholding or share acquisition price of € 1.2 million held or

committed to be held for 12 consecutive months, and that the non-Luxembourg resident should either be (i) an entity

which falls within the scope of Article 2 of the European Council Directive 2011/96/EU, as amended (the “Parent-

Subsidiary Directive”) and that is not excluded to benefit from this directive under its mandatory general anti-

avoidance rule as implemented in Luxembourg, (ii) a corporate holder subject to a tax comparable to Luxembourg

corporate income tax and that is resident in a country having concluded a double tax treaty with Luxembourg (such as

the United States), (iii) a corporate holder subject to a tax comparable to Luxembourg corporate income tax resident in

a State member of the European Economic Area other than a Member State of the EU (or to a Luxembourg permanent

establishment of such company) or (iv) a corporate holder resident in Switzerland subject to corporate income tax in

Switzerland without benefiting from a tax exemption.

Non-Luxembourg resident holders which do not fall within the scope of Article 147 LITL withholding tax

exemption but resident in a State with which Luxembourg has concluded a double tax treaty may claim a reduced

withholding tax under the conditions set forth in the relevant double tax treaty.

In the case the non-Luxembourg resident holder fulfills the requirements to benefit from a withholding tax

exemption or is entitled to a reduced withholding tax under an applicable double tax treaty but has been subject to

this 15% withholding tax, it may claim a refund from the Luxembourg tax administration.

(b)Luxembourg income tax on dividends and capital gains received from MIC S.A. shares

Fully taxable resident corporate shareholders

For resident corporate taxpayers, dividends (and other payments) derived from shares held in a company and

capital gains realized on the sale of shares in a company are, in principle, fully taxable and thus subject to a combined

corporate income tax rate of 24.94% (for resident corporate taxpayers established in Luxembourg City and having a tax

base exceeding EUR 200,000), except that, as described in further detail below, (i) dividends can benefit either from a

full exemption if the conditions of article 166 LITL are met or from a 50% exemption if the conditions of Article 115

(15a) LITL are met, and (ii) capital gains realized by resident corporate shareholders are fully exempt if the conditions of

the Grand Ducal Decree of December 21, 2002, (as amended) are fulfilled.

Under the Luxembourg participation exemption on dividends as implemented by Article 166 LITL, dividends

derived from shares may be exempt from income tax at the level of the resident corporate shareholder if cumulatively,

(i) the shareholder is either (a) a fully taxable resident collective entity taking one of the forms listed in the appendix to

paragraph 10 of Article 166 LITL, (b) a fully taxable resident corporation not listed in the appendix to paragraph 10 of

Article 166 LITL, (c) a permanent establishment of a collective entity referred to in Article 2 of the Parent-Subsidiary

Directive, (d) a permanent establishment of a corporation resident in a State with which the Grand Duchy of

Luxembourg has signed an agreement in an attempt to avoid double taxation, or (e) a permanent establishment of a

corporation or a cooperative society resident in a State party to the European Economic Area Agreement other than a

Member State of the European Union, (ii) the subsidiary is either (a) a collective entity referred to in Article 2 of the

Parent-Subsidiary Directive, (b) a fully taxable resident corporation not listed in the appendix to paragraph (10) of

Article 166 LITL, or (c) a non-resident corporation fully subject to a tax corresponding to the Luxembourg corporate

income tax, and (iii) the shareholder has held or commits itself to hold, for an uninterrupted period of at least 12

months , a participation representing at least 10% in the share capital of the subsidiary or an acquisition price of at least

€1.2 million. Liquidation proceeds are deemed to be a received dividend and may be exempt under the same

conditions. The participation through an entity that is transparent for Luxembourg income tax purposes is to be

considered as direct participation in proportion to the amount held in the net assets invested in that tax transparent

entity.

The Luxembourg participation exemption regime may be denied if the income is (i) deductible in the other EU

Member State paying such income or (ii) paid as part of an arrangement or a series of arrangements that, having been

put into place with the main purpose or one of the main purposes of obtaining a tax advantage that defeats the object

or purpose of the Parent-Subsidiary Directive, is not genuine having regard to all relevant facts and circumstances. For

the purposes of this anti-avoidance rule, an arrangement, which may comprise several steps or parts, or a series of

arrangements, is considered as not genuine to the extent that it is not put into place for valid commercial reasons that

reflect economic reality.

Expenses, including interest expenses and impairments, in direct economic relation with the shareholding held by

a resident corporate shareholder should not be deductible for income tax purposes up to the amount of any exempt

dividend derived during the same financial year. Expenses exceeding the amount of the exempt dividend received

from such shareholding during the same financial year should remain deductible for income tax purposes.

If the conditions of the Luxembourg participation exemption, as described above, are not met, 50% of the gross

amount of dividends may be exempt from corporate income tax in accordance with Article 115 (15a) LITL if such

dividends are received from (i) a fully taxable corporation resident in Luxembourg, (ii) a corporation (a) resident in a

State with which the Grand Duchy of Luxembourg has signed an agreement in an attempt to avoid double taxation,

and (b) fully subject to a tax corresponding to the Luxembourg corporate income tax, or (iii) a company resident in a

Member State of the European Union and referred to in Article 2 of the Parent-Subsidiary Directive.

Capital gains realized on shares by resident corporate shareholders may be exempt from corporate income tax if

the conditions mentioned above under the Luxembourg participation exemption on dividends are met, except that

the acquisition price must be of at least €6 million instead of €1.2 million. The participation through an entity that is

transparent for Luxembourg income tax purposes is to be considered as direct participation in proportion to the

amount held in the net assets invested in that tax transparent entity. Taxable gains are determined as being the

difference between the price for which the shares have been disposed of and the lower of their cost or book value.

Capital gains realized upon the disposal of shares should remain taxable for an amount corresponding to the sum

of the expenses related to the shareholding and impairments recorded on the shareholding that reduced the taxable

basis of the resident corporate shareholder in the year of disposal or in previous financial years.

Resident corporate shareholders with a special tax regime

A resident corporate shareholder that is governed by the law of May 11, 2007, on Family Estate Management

Companies (as amended) or by the Law of February 13, 2007, on Specialized Investment Funds (as amended) or by the

Law of December 17, 2010, on Undertakings for Collective Investment (as amended) or by the law of July 23, 2016, on

Reserved Alternative Investment Funds not having the exclusive purpose of investing in risk capital, is not subject to

Luxembourg income tax; thus, neither dividends (and other payments) derived from shares held in a company nor

capital gains realized on the sale or disposal, in any form whatsoever, of shares in a company, are taxable at the level of

such resident corporate shareholders.

Resident individual shareholders

For resident individual shareholders, dividends derived from shares and capital gains realized on the sale of shares

are, in principle, subject to income tax at the progressive ordinary rate (with a current effective marginal rate of up to

42%). Such income tax rate is increased by 7% for income not exceeding €150,000 for single taxpayers and €300,000 for

couples taxed jointly, and by 9% for income above these amounts. In addition, a 1.4% dependence insurance

contribution is due.

50% of the gross amount of dividends derived from shares may however be exempt from income tax, if the

conditions laid down under Article 115 (15a) LITL, as described above, are complied with. In addition, a total lump-sum

of €1,500 (which is doubled for taxpayers who are jointly taxable) is deductible from the total of dividends received

during the tax year in order to determine the total taxable amount of investment income of the taxpayer.

Capital gains realized on the disposal of the shares by resident individual shareholders who act in the course of the

management of their private wealth, will in principle only be taxable if said capital gains qualify either as speculative

gains or as gains on a substantial participation. A disposal may include a sale, an exchange, a contribution or any other

kind of alienation of shares. Capital gains are deemed to be speculative if the shares are disposed within six months

after their acquisition or if their disposal precedes their acquisition. Speculative gains realized during the year that are

equal to, or are greater than, €500 are subject to income tax at ordinary rates. A participation is deemed to be

substantial where a resident individual shareholder holds, either alone or together with his spouse, his partner or minor

children, directly or indirectly, at any time within the 5 years preceding the disposal, more than 10% of share capital of

a collective entity. A shareholder is also deemed to alienate a substantial participation if such participation (i) has been

acquired free of charge, within the 5 years preceding the transfer, and (ii) was constituting a substantial participation in

the hands of the alienator (or the alienators in case of successive transfers free of charge within the same 5-year

period). Capital gains realized on a substantial participation more than six months after the acquisition thereof may

benefit from an allowance of up to €50,000 granted for a ten-year period (which is doubled for taxpayers who are

jointly taxable). They are subject to income tax according to the half-global rate method (i.e., the average rate

applicable to the total income is calculated according to progressive income tax rates and half of the average rate is

applied to the capital gains realized on the substantial participation).

Capital gains realized on the disposal of the Company’s shares by resident individual shareholders, who act in the

course of their professional or business activity, are subject to income tax at ordinary rates. Taxable gains are

determined as being the difference between the price for which the shares have been disposed of and the lower of

their cost or book value.

Non-resident shareholders

Non-resident shareholders (either individual or corporate) owning a non-substantial shareholding are exempt

from capital gains taxes. Non-resident shareholders owning a substantial shareholding (more than 10% of share capital

of a collective entity) are taxable in Luxembourg on a capital gain realized upon the disposal if at the date of the

disposal the shareholding has been owned for not more than six months, unless the non-resident shareholder is

resident in a treaty country and the treaty allocates the taxation right for the capital gain to the country of residence. In

this latter case, no capital gains tax will be due by non-resident shareholder. Capital gains realized on the disposal of

shares by non-resident shareholders that have been owned for more than 6 months are exempt from Luxembourg

income tax.

(c)Other Taxes

Net wealth tax

Whilst non-resident corporate taxpayers may only be subject to net wealth tax on the net assets attributable to a

permanent establishment located in Luxembourg or on real estate assets located in Luxembourg, resident corporate

taxpayers are in principle subject to net wealth tax at the rate of 0.5% for net wealth up to €500 million and at 0.05% for

net wealth exceeding this threshold, unless a double tax treaty provides for an exemption or the asset may benefit

from the Luxembourg participation exemption regime. Net worth is referred to as the unitary value (valeur unitaire), as

determined at January 1 of each year. The unitary value is basically calculated as the difference between (a) assets

estimated at their fair market value and (b) liabilities vis-à-vis third parties, unless one of the exceptions mentioned

below are satisfied.

A resident corporate shareholder will be subject to net wealth tax on shares, except if (i) the shareholder is a

securitization company governed by the Law of March 22, 2004, on Securitization (as amended) or an investment

company in risk capital governed by the Law of June 15, 2004, on Venture Capital Vehicles (as amended) or a

specialized investment fund governed by the Law of February 13, 2007, on Specialized Investment Funds (as amended)

or a family wealth management company governed by the Law of May 11, 2007, on Family Estate Management

Companies (as amended) or an undertaking for collective investment governed by the Law of December 17, 2010, on

Undertakings for Collective Investment (as amended) or a pension-saving company as well as a pension-saving

association, both governed by the Law of July 13, 2005 (as amended), or a reserved alternative investment fund

governed by the law of July 23, 2016, or (ii) if the conditions mentioned above for the participation exemption regime

on dividend income are met at the end of the previous year (except that no minimum holding period is required).

A resident corporate shareholder may further be subject to either a minimum net wealth tax of €4,815 or to a

progressive minimum net wealth tax from €535 to €32,100, which depends on the total assets on their balance sheet.

The minimum net wealth tax of €4,815 will be applicable for a resident corporate shareholder, which has a minimum of

90% of fixed financial assets, transferable securities and cash at bank on its balance sheet, except if its accumulated

fixed financial assets do not exceed €350,000, in which case it may benefit from a minimum net wealth tax of €535.

Items (e.g., real estate properties or assets allocated to a permanent establishment) located in a treaty country, where

the latter has the exclusive tax right, are not considered for the calculation of the 90% threshold.

Despite the above mentioned exceptions, the minimum net wealth tax also applies if the resident corporate

shareholder is a securitization company governed by the Law of March 22, 2004, on Securitization (as amended) or an

investment company in risk capital governed by the Law of June 15, 2004, on Venture Capital Vehicles (as amended) or

a pension-saving company as well as a pension-saving association, both governed by the Law of July 13, 2005 (as

amended), or a reserved alternative investment fund having the exclusive purpose of investing in risk capital governed

by the law of July 23, 2016.

The net wealth tax charge for a given year can be avoided or reduced if a specific reserve, equal to five times the

net wealth tax to save, is created before the end of the subsequent tax year and maintained during the five following

tax years. The net wealth tax reduction corresponds to one fifth of the reserve created, except that the maximum net

wealth tax to be saved is limited to the corporate income tax amount due for the same tax year, including the

employment fund surcharge, but before imputation of available tax credits.

Inheritance tax

Where a shareholder is a resident of Luxembourg for tax purposes at the time of his/her death, shares are included

in his/her taxable estate for inheritance tax assessment purposes.

Gift tax

Gift tax may be due on a gift or donation of shares if recorded in a Luxembourg notarial deed or otherwise

recorded in Luxembourg.

Registration taxes and stamp duties

In principle, neither the issuance of shares nor the disposal of shares is subject to Luxembourg registration tax or

stamp duty.

However, a registration duty may be due (i) in the case where the deed acknowledging the issuance/disposal of

shares is either attached (annexé) to a deed subject to a mandatory registration in Luxembourg (e.g., public deed) or

lodged with a notary’s records (deposé au rang des minutes d’un notaire), or (ii) in case of a registration of such deed on a

voluntary basis.

Material U.S. Federal Income Tax Considerations

The following is a description of material U.S. federal income tax consequences to the U.S. Holders described

below of owning and disposing of our common shares. It does not describe all tax considerations that may be relevant

to a particular person’s decision to hold common shares. This discussion applies only to a U.S. Holder that holds

common shares as capital assets for U.S. federal income tax purposes. In addition, it does not describe all of the U.S.

federal income tax consequences that may be relevant in light of the U.S. Holder’s particular circumstances, including

alternative minimum tax consequences, the potential application of the provisions of the Internal Revenue Code of

1986, as amended (the “Code”) known as the Medicare contribution tax and tax consequences applicable to U.S.

Holders subject to special rules, such as:

•certain financial institutions;

•dealers or traders in securities that use a mark-to-market method of tax accounting;

•persons holding common shares as part of a hedging transaction, straddle, wash sale, conversion transaction

or other integrated transaction or persons entering into a constructive sale with respect to the common

shares;

•persons whose functional currency for U.S. federal income tax purposes is not the U.S. dollar;

•entities classified as partnerships for U.S. federal income tax purposes;

•tax-exempt entities, “individual retirement accounts” or “Roth IRAs”;

•persons that own or are deemed to own ten percent or more of our shares, by vote or value;

•persons who acquired our common shares pursuant to the exercise of an employee stock option or otherwise

as compensation; or

•persons holding common shares in connection with a trade or business conducted outside of the United

States.

If an entity that is classified as a partnership for U.S. federal income tax purposes owns common shares, the U.S.

federal income tax treatment of a partner will generally depend on the status of the partner and the activities of the

partnership. Partnerships owning common shares and partners in such partnerships should consult their tax advisers

as to the particular U.S. federal income tax consequences of owning and disposing of the common shares.

This discussion is based on the Code, administrative pronouncements, judicial decisions, final, temporary and

proposed Treasury regulations, and the income tax treaty between Luxembourg and the United States (the “Treaty”) all

as of the date hereof, any of which is subject to change or differing interpretations, possibly with retroactive effect.

A “U.S. Holder” is a person who, for U.S. federal income tax purposes, is a beneficial owner of our common shares

and is:

•an individual who is a citizen or resident of the United States;

•a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United

States, any state therein or the District of Columbia; or

•an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.

This discussion does not address the effects of any state, local or non-U.S. tax laws, or any U.S. federal taxes other

than income taxes (such as U.S. federal estate or gift tax consequences). U.S. Holders should consult their tax advisers

concerning the U.S. federal, state, local and non-U.S. tax consequences of owning and disposing of our common shares

in their particular circumstances.

Treasury regulations that apply to taxable years beginning on or after December 28, 2021 may in some

circumstances prohibit a U.S. person from claiming a foreign tax credit with respect to certain non-U.S. taxes that are

not creditable under applicable income tax treaties. Accordingly, U.S. investors that are not eligible for Treaty benefits

should consult their tax advisers regarding the creditability or deductibility of any Luxembourgish taxes imposed on

dividends on, or dispositions of, common shares. This discussion does not apply to investors in this special situation.

Except as described below, this discussion assumes that we are not, and will not become, a passive foreign

investment company (a “PFIC”) for any taxable year.

Taxation of Distributions

Distributions paid on common shares, other than certain pro rata distributions of common shares, will generally be

treated as dividends to the extent paid out of our current or accumulated earnings and profits (as determined under

U.S. federal income tax principles). Because we do not maintain calculations of our earnings and profits under U.S.

federal income tax principles, we expect that distributions generally will be reported to U.S. Holders as dividends.

Subject to applicable limitations, dividends paid by qualified foreign corporations to certain non corporate U.S. Holders

are taxable at rates applicable to long-term capital gains. A foreign corporation is treated as a qualified foreign

corporation with respect to dividends paid on stock that is readily tradable on a securities market in the United States,

such as the Nasdaq Stock Market, where our common shares are traded. U.S. Holders should consult their tax advisers

to determine whether the favorable rates will apply to dividends they receive and whether they are subject to any

special rules that limit their ability to be taxed at this favorable rate.

Dividends will not be eligible for the dividends received deduction generally available to U.S. corporations under

the Code. Dividends will be included in a U.S. Holder’s income on the date of receipt. The amount of any dividend

income paid in euros will be the U.S. dollar amount calculated by reference to the exchange rate in effect on the date

of actual or constructive receipt, regardless of whether the payment is in fact converted into U.S. dollars at that time. If

the dividend is converted into U.S. dollars on the date of receipt, a U.S. Holder should not be required to recognize

foreign currency gain or loss in respect of the dividend income. A U.S. Holder may have foreign currency gain or loss if

the dividend is converted into U.S. dollars after the date of receipt.

Dividends will be foreign-source and will include any amount withheld by us in respect of Luxembourg income

taxes. Subject to applicable limitations, some of which vary depending upon the U.S. Holder’s particular circumstances,

non-refundable Luxembourg income taxes withheld from dividends at a rate not exceeding any applicable rate

provided by the Treaty will be creditable against the U.S. Holder’s U.S. federal income tax liability. The rules governing

foreign tax credits are complex and U.S. Holders should consult their tax advisers regarding the creditability of foreign

taxes in their particular circumstances. In lieu of claiming a foreign tax credit, U.S. Holders may, at their election, deduct

foreign taxes, including any Luxembourg income tax, in computing their taxable income, subject to generally

applicable limitations under U.S. law. An election to deduct foreign taxes instead of claiming foreign tax credits applies

to all foreign taxes paid or accrued in the taxable year.

Sale or Other Disposition of Common Shares

For U.S. federal income tax purposes, gain or loss realized on the sale or other disposition of common shares will

be capital gain or loss, and will be long-term capital gain or loss if the U.S. Holder held the common shares for more

than one year. The amount of the gain or loss will equal the difference between the U.S. Holder’s tax basis in the

common shares disposed of and the amount realized on the disposition, in each case as determined in U.S. dollars. This

gain or loss will generally be U.S.-source gain or loss for foreign tax credit purposes. The deductibility of capital losses is

subject to limitations.

Passive Foreign Investment Company Rules

We believe that we were not a “passive foreign investment company” (a “PFIC”) for U.S. federal income tax

purposes for our taxable year ended December 31, 2023. However, our PFIC status for any taxable year is an annual

determination that depends on the composition of our income and assets and the market value of our assets, which

may change from time to time. In addition, if we expand our lending activities in the future in any significant fashion,

our risk of becoming a PFIC will increase. Accordingly, there can be no assurance that we will not be a PFIC for any

taxable year. If we are a PFIC for any year during which a U.S. Holder holds common shares, we generally will continue

to be treated as a PFIC with respect to that U.S. Holder for all succeeding years during which the U.S. Holder holds

common shares, even if we cease to meet the threshold requirements for PFIC status.

100

If we are a PFIC for any taxable year during which a U.S. Holder holds common shares, gain recognized by a U.S.

Holder on a sale or other disposition (including certain pledges) of the common shares will be allocated ratably over

the U.S. Holder’s holding period for the common shares. The amounts allocated to the taxable year of the sale or other

disposition and to any year before we became a PFIC will be taxed as ordinary income. The amount allocated to each

other taxable year will be subject to tax at the highest rate in effect for individuals or corporations, as appropriate, for

that taxable year, and an interest charge will be imposed on the resulting tax liability for each such year. Further, to the

extent that any distributions received by a U.S. Holder on its common shares in a taxable year exceed 125% of the

average of the annual distributions on the common shares received during the preceding three years or the U.S.

Holder’s holding period, whichever is shorter, such distributions will be subject to taxation in the same manner. If we

were a PFIC, certain elections (such as mark-to-market election) may be available that would result in alternative tax

consequences of owning and disposing of the common shares.

In addition, if we are a PFIC or, with respect to a particular U.S. Holder, are treated as a PFIC for the taxable year in

which we pay a dividend or for the prior taxable year, the preferential dividend rate discussed above with respect to

dividends paid to certain non-corporate U.S. Holders will not apply.

If a U.S. Holder owns common shares during any year in which we are a PFIC, the U.S. Holder generally must file

annual reports on an IRS Form 8621 (or any successor form) with respect to us, generally with the U.S. Holder’s federal

income tax return for that year.

U.S. Holders should consult their tax advisers concerning the potential application of the PFIC rules.

Information Reporting and Backup Withholding

Payments of dividends and sales proceeds that are made within the United States or through certain U.S.-related

financial intermediaries generally are subject to information reporting, and may be subject to backup withholding,

unless (i) the U.S. Holder is a corporation or other exempt recipient or (ii) in the case of backup withholding, the U.S.

Holder provides a correct taxpayer identification number and certifies that it is not subject to backup withholding.

The amount of any backup withholding from a payment to a U.S. Holder will be allowed as a credit against the

holder’s U.S. federal income tax liability and may entitle it to a refund, provided that the required information is timely

furnished to the IRS.

Certain U.S. Holders who are individuals or specified entities may be required to report information on their U.S.

federal income tax returns relating to their ownership of our common shares, subject to certain exceptions (including

an exception for common shares held in a financial account, in which case the account may be reportable if maintained

by a non-U.S. financial institution).

U.S. Holders should consult their tax advisers regarding their reporting obligations with respect to their ownership

and disposition of common shares.

Documents on Display

We are subject to the reporting and other informational requirements of the Exchange Act, except that as a foreign

private issuer, we are not subject to the proxy rules or the short-swing profit disclosure rules of the Exchange Act, nor

are we subject to the same requirements to file periodic reports and financial statements as U.S. companies whose

securities are registered under the Exchange Act. In accordance with these statutory requirements, we file or furnish

reports and other information with the SEC, which are available to the public through the SEC's website at

www.sec.gov.

QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK

The following information should be read together with note D. Financial risk management to our audited

consolidated financial statements included elsewhere in this Annual Report.

101

Financial risk management

Millicom regularly performs financial risk management assessments to identify major risks and to take the

necessary steps to mitigate such risks. The principal market risks to which we are exposed are interest rate risk, foreign

currency exchange risk and non-repatriation. The Millicom Group analyzes each of these financial risks individually as

well as on an interconnected basis and defines and implements strategies to manage the economic impact on the

Millicom Group’s performance in line with its Group Treasury Policy. The "Group Treasury Policy" (including treasury

and financial risk management) is annually updated by the Millicom Group's Treasury function and presented to the

Audit and Compliance Committee. This policy was last reviewed in October 2023.

As part of the financial risk management strategy, the Millicom Group sets some targets in place to address and

monitor financial risks, which include the use of derivatives and natural hedging instruments, such as raising debt in

local currency (where the Group targets to maintain at least 40% of its debt in local currency) and maintaining at least

75%/25% of debt with fixed interest rates. The Group also implements some hedging strategies related to operational

expenditure/capital expenditure, where it can cover up to six months forward of operating costs and capital

expenditure denominated in non-functional currencies through a rolling and layering strategy. Millicom’s financial risk

management strategies may include the use of derivatives to the extent a market would exist in the jurisdictions where

the Millicom Group operates. Millicom’s policy prohibits the use of such derivatives in the context of speculative

trading. From time to time, Millicom enters into currency and interest rate swap contracts to manage its exposure to

fluctuations in interest rates and currency fluctuations in accordance with its Group Treasury policy.

On December 31, 2023 and 2022, the fair value of derivatives held by the Millicom Group may be summarized as

follows:


	December 31,
	2023	2022
	(US$ millions)
Derivatives
Cash flow hedge derivatives - asset	6	19
Cash flow hedge derivatives - liability	(46)	(53)
Net derivative asset (liability)	(40)	(34)

Interest rate risk

Debt and financing issued at floating interest rates expose the Millicom Group to cash flow interest rate risk. Debt

and financing issued at fixed interest rates expose the Millicom Group to fair value interest rate risk. The Millicom

Group’s exposure to risk of changes in market interest rates relate to both of the above. The Millicom Group actively

and periodically monitors interest rate risk and has implemented some internal targets within its strategy where it aims

to maintain at least 75% of debt with fixed interest rates. The purpose of Millicom’s strategy is to achieve an optimal

balance between cost of funding and volatility of financial results, while taking into account market conditions as well

as our overall business strategy.

At December 31, 2023, approximately 80% of the Millicom Group’s borrowings are at a fixed rate of interest or for

which variable rates have been swapped for fixed rates with interest rate swaps (2022: 82%). The table below

summarizes our fixed rate debt and floating rate debt:

102


	Amounts due within
	1 year	1–2 years	2–3 years	3–4 years	4–5 years	>5 years	Total
At December 31, 2023 ...............................	(US$ millions)
Fixed rate financing...................................	190	369	403	582	855	2,912	5,311
Floating rate financing ..............................	12	76	433	420	147	279	1,367
Total (i) ......................................................	202	445	836	1,002	1,002	3,191	6,678
Weighted average nominal interest rate ..	6.85%	6.81%	7.93%	6.98%	6.75%	5.83%	6.56%
At December 31, 2022 ...............................
Fixed rate financing...................................	131	383	501	376	718	3,466	5,574
Floating rate financing ..............................	49	12	63	402	404	300	1,230
Total ..........................................................	180	394	564	777	1,122	3,766	6,804
Weighted average nominal interest rate ..	7.68%	5.71%	6.11%	7.46%	6.49%	5.88%	6.22%

(i) Excluding vendor financing of $18 million, due within one year, as of December 31, 2023.

A 100 basis point fall or rise in market floating interest rates for all currencies in which the Group had borrowings at

December 31, 2023 would increase or reduce profit before tax from continuing operations for the year by

approximately US$14 million (2022: US$12 million).

Foreign currency risk

The Millicom Group is exposed to foreign exchange risk arising from various currency exposures in the countries in

which it operates. Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities

and net investments in foreign operations. In the years ended December 31, 2023, 2022 and 2021, foreign currency

exchange rate fluctuations resulted in a gain of $31 million, losses of $84 million and $42 million, respectively.

Millicom seeks to reduce its foreign currency exposure through a policy of matching, as far as possible, assets and

liabilities denominated in foreign currencies, or entering into agreements that limit the risk of exposure to currency

fluctuations against the U.S. dollar reporting currency. In some cases, Millicom may also borrow in U.S. dollars where it

is either commercially more advantageous for joint ventures and subsidiaries to incur debt obligations in U.S. dollars or

where U.S. dollar denominated borrowing is the only funding source available to a joint venture or subsidiary. In these

circumstances, Millicom accepts the remaining currency risk associated with financing its joint ventures and

subsidiaries, principally because of the relatively high cost of forward cover, when available, in the currencies in which

the Millicom Group operates.

The following table summarizes debt denominated in U.S. dollars and other currencies at December 31, 2023 and

2022.

103


	2023	2022
	(US$ millions)
December 31
Debt denominated in U.S. dollars ....................................................................................	3,859	4,100
Debt denominated in currencies of the following countries:
Guatemala .........................................................................................................................	640	595
Colombia ...........................................................................................................................	694	605
Bolivia ................................................................................................................................	246	260
Paraguay ...........................................................................................................................	158	171
El Salvador(i) ......................................................................................................................	174	173
Panama(i) ..........................................................................................................................	759	773
Luxembourg (COP denominated) ....................................................................................	38	30
Costa Rica ..........................................................................................................................	110	96
Total debt denominated in other currencies ..............................................................	2,819	2,704
Total debt (ii) ...................................................................................................................	6,678	6,804

(i)El Salvador's official unit of currency is the U.S. dollar, while Panama uses the U.S. dollar as legal tender. Our local debt in both countries is therefore

denominated in U.S. dollars but presented as local currency (LCY).

(ii)Excluding vendor financing of $18 million in Colombia, due within one year, as of December 31, 2023.

At December 31, 2023, if the U.S. dollar had weakened/strengthened by 10% against the other functional

currencies of our operations and all other variables held constant, then profit before tax from continuing operations

would have increased/decreased by $25 million (2022: $20 million), mainly as a result of the conversion of the USD-

denominated net debts in our operations with functional currencies other than the U.S. dollar.

Non-repatriation risk

Millicom’s operating subsidiaries and joint ventures generate most of the revenue of the Millicom Group and in the

currency of the countries in which they operate. Millicom is therefore dependent on the ability of its subsidiaries and

joint venture operations to transfer funds to the Company.

Foreign exchange controls exist in some of the countries in which Millicom Group companies operate, and some of

these controls significantly restrict the ability of these operations to pay interest, dividends, technical service fees,

royalties or repay loans by exporting cash, instruments of credit or securities in foreign currencies. In addition, existing

foreign exchange controls may be strengthened in countries where the Millicom Group operates, or foreign exchange

controls may be introduced in countries where the Millicom Group operates that do not currently impose such

restrictions. If such events were to occur, the Company’s ability to receive funds from the operations could be restricted

even further, which would impact the Company’s ability to make payments on its interest and loans or pay dividends

to its shareholders. As a policy, all operations which do not face restrictions to deposit funds offshore and in hard

currencies should do so for the surplus cash generated on a weekly basis. The Company and its subsidiaries make use

of physical cash pooling arrangements in hard currencies to the extent permitted.

In addition, in some countries it may be difficult to convert large amounts of local currency into foreign currency

because of limited foreign exchange markets. The practical effects of this may be time delays in accumulating

significant amounts of foreign currency and exchange risk, which could have an adverse effect on the Millicom Group.

This is a relatively rare case for the countries in which the Millicom Group operates.

Lastly, repatriation most often gives rise to taxation, which is evidenced in the amount of taxes paid by the

Millicom Group relative to the Corporate Income Tax reported in its statement of income.

104

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As of December 31, 2023, MIC S.A., under the supervision and with the participation of the Millicom Group’s

management, including the Company’s Chief Executive Officer and the Chief Financial Officer, performed an evaluation

of the effectiveness of the Millicom Group’s disclosure controls and procedures. The Millicom Group’s disclosure

controls and procedures are designed to ensure that information required to be disclosed under the Exchange Act is

accumulated and communicated to the Millicom Group’s management to allow timely decisions regarding required

disclosures. The Millicom Group’s management necessarily applied its judgment in assessing the costs and benefits of

such controls and procedures, which by their nature can provide only reasonable assurance regarding management’s

control objectives.

Based on this evaluation, the Company’s Chief Executive Officer and the Chief Financial Officer concluded that as

of December 31, 2023, the Millicom Group’s disclosure controls and procedures are effective at the reasonable

assurance level for recording, processing, summarizing and reporting the information the Company is required to

disclose in the reports it files under the Exchange Act within the time periods specified in the SEC's rules and forms.

Changes in Internal Control over Financial Reporting

There has been no change in the Group's internal control over financial reporting during 2023 that has materially

affected, or is reasonably likely to materially affect, the Group's internal control over financial reporting.

AUDIT AND COMPLIANCE COMMITTEE FINANCIAL

EXPERT

MIC S.A.’s Audit and Compliance Committee is chaired by Mr. Eliasson, and includes Mr. Churchill, Mr. Golan and

Ms. Trevino. MIC S.A.’s Board of Directors has determined that Mr. Eliasson has the professional experience and

knowledge to qualify as “audit committee financial expert” as defined by SEC rules. MIC S.A.’s Board has also

determined that each of Mr. Churchill, Mr. Golan and Ms. Trevino are independent within the meaning of the

independence requirements contemplated by Rule 10A-3 under the Exchange Act and the applicable Nasdaq listing

rules.

CODE OF ETHICS

Millicom has a Code of Conduct that applies to all employees, contracted staff, and management. In the year

ended December 31, 2023, Millicom did not waive compliance with its Code of Conduct by its principal executive

officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The

Code of Conduct is available at https://www.millicom.com/what-we-stand-for/governance/compliance/millicom-code-

of-conduct/

CORPORATE GOVERNANCE

Corporate Governance Statement and Framework

Corporate Governance Statement

As a foreign private issuer incorporated in Luxembourg with its principal listing on Nasdaq Stockholm, Millicom

follows the laws of the Grand Duchy of Luxembourg, its "home country" for corporate governance practices, in lieu of

the provisions of the Nasdaq Stock Market's Marketplace Rule 5600 series. In particular, the Nasdaq Stock Market's

rules:

105

(i)provide for a quorum of no less than 33 1/3% of Millicom's outstanding shares, but Millicom's Articles of

Association provide that no quorum is required for ordinary meetings (other than in respect of general

meetings convened for the first time in relation to amendments to the Articles of Association);

(ii)provide for the involvement of independent directors in the selection of director nominees, but Millicom

permits its director nominations committee to be comprised of shareholder representatives;

(iii)require each Compensation and Talent Committee member to be an independent director for purposes of the

Nasdaq Stock Market’s Marketplace Rule 5605(d)(2). However, to preserve greater flexibility in who may be

appointed to the Compensation and Talent Committee, Millicom does not require the Compensation and

Talent Committee to be comprised solely of directors who qualify as independent for such purposes;

(iv)require listed companies to have regularly scheduled meetings at which only independent directors are

present, but Millicom does not impose such a requirement;

(v)require third-party compensation disclosure, but Millicom does not disclose third-party compensation

provided to its directors or director nominees; and

(vi)require independent director oversight of director nominations, but Millicom allows its nomination committee

to be appointed by the Company’s major shareholders and not a committee of the board of directors.

In addition, we may opt out of shareholder approval requirements for the issuance of securities in connection with

certain events such as the acquisition of stock or assets of another company, the establishment of or amendments to

equity-based compensation plans for employees, a change of control of us and certain private placements. To this

extent, our practice will vary from the requirements of Nasdaq Listing Rules, which generally require an issuer to obtain

shareholder approval for the issuance of securities in connection with such events.

Corporate Governance Framework

Memorandum and Articles of Association

Millicom International Cellular S.A. (“Millicom” or the “Company”) is a public limited liability company (société

anonyme) governed by the Luxembourg Law of August 10, 1915, on Commercial Companies (as amended). The

Company was 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 Millicom Group comprises

Millicom and its subsidiaries, joint ventures and associates. The Articles of Association of MIC S.A. define its purpose

inter alia 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." The valid Articles of

Association are filed herewith as Exhibit 1.1.

MIC S.A. has only one class of shares, common shares. Each share entitles its holder to: one vote at the general

meeting of shareholders; receive dividends when such distributions are decided (subject as well to restrictions in the

agreements governing our indebtedness), and; share in any surplus left after the payment of all the creditors in the

event of liquidation. There is a preferential subscription right pursuant to Luxembourg corporate law under any share

or rights issue for cash, unless the Board of Directors, within the limits specified in the Articles of Association, or an

extraordinary general meeting of shareholders, as the case may be, restricts the exercise thereof. The Company's

Articles of Association do not impose any restrictions on the transfer of shares. MIC S.A. shares are not subject to any

sinking fund provision and as all of the issued shares in MIC S.A.’s capital are fully paid up, none of MIC S.A.’s

shareholders are liable for further capital calls. Following Luxembourg law, any change to the rights attached to the

shares of MIC S.A. require, an Amendment of the Company’s Articles of Association through the approval of

shareholders at an extraordinary shareholders’ meeting duly convened and held before a Luxembourg notary, with a

two-thirds majority vote of the shares represented at the meeting. Any increase to the obligations attached to shares

may be adopted only with the unanimous consent of all shareholders.

The Articles of Association provide for the possibility and set out the terms for the repurchase by MIC S.A. of its

own shares, which repurchase must be approved in accordance with applicable law and the rules of any exchange on

which MIC S.A.’s shares are listed.

A share repurchase plan was approved at our 2023 AGM authorizing the Board of Directors, at any time between

May 31, 2023 and the date of the 2024 AGM, provided the required levels of distributable reserves are met by MIC S.A.

at that time, to engage in a share repurchase plan of MIC S.A.’s common shares to be carried out for all purposes

allowed or which would become authorized by the laws and regulations in force, and in particular the Luxembourg law

106

of August 10, 1915 on commercial companies, as amended (the “Share Repurchase Plan”) by using its available cash

reserves.

The maximum number of common shares and SDRs that may be acquired between May 31, 2023 and the date of

the 2024 AGM may not exceed ten per cent (10%) of Millicom's outstanding share capital as of the date when the start

of a share repurchase program is announced by press release.

For shares repurchased on a regulated market where the shares are traded, the price per share shall be within the

registered interval for the share price prevailing at any time (the so called spread), that is, the interval between the

highest buying rate and the lowest selling rate of the shares on the market on which the purchases are made. For any

other shares repurchased, the price per share may not exceed 110% of the most recent closing trading price of the

shares on the Nasdaq Stock Market in the U.S., provided that the minimum repurchase price is above SEK 50 (or USD

equivalent).

On December 14, 2023 the Board initiated a repurchase program of up to 2,000,000 Swedish Depository Receipts

(“SDRs”) representing the Company’s ordinary shares. The primary purpose of the share repurchase plan is to meet

obligations under Millicom’s share-based incentive plans or other compensation programs.

The repurchase program is being managed by a brokerage firm which makes its trading decisions concerning the

timing and quantity of the purchases of SDRs independently of Millicom based on the framework agreed at inception.

The repurchase program is being conducted under the following conditions:

• Repurchases may take place during the period between December 18, 2023 and May 22, 2024, the date of

Millicom’s 2024 AGM.

• The maximum level of SDRs that may be repurchased will be the lower of SEK 420 million (approximately USD 40

million) in aggregate purchase price, or 2,000,000 SDRs.

• Payment for the shares will be made in cash.

• SDRs may be repurchased on Nasdaq Stockholm at a price per share within the registered interval for the share

price prevailing at any time (the spread), that is, the interval between the highest buying price." and the lowest

selling price.

Shareholders’ Meetings

General meetings of shareholders are convened by convening notice published in the Luxembourg Official

Gazette (Journal des Publications, Recueil Electronique des Sociétés et Associations), in a Luxembourg newspaper, in

short version in the Swedish newspaper SvD, as a press release and on the Millicom website. According to article 18 of

the Articles of Association of MIC S.A., the Board of Directors determines in the convening notice the formalities to be

observed by each shareholder for admission to the AGM. An AGM must be convened every year within six months of

the end of the financial year, at the registered office of the Company or any other place in Luxembourg as may be

specified in the convening notice. Other meetings can be convened as necessary.

Limitation on Securities Ownership

There are no limitations imposed under Luxembourg law or the Articles of Association on the rights of non-

resident or foreign entities to own shares of the Company or to hold or exercise voting rights on shares of the

Company.

Change of Control

There are no provisions in the Articles of Association of the Company that would have the effect of delaying,

deferring or preventing a change in control of MIC S.A. and that would operate only with respect to a merger,

acquisition or corporate restructuring involving the Company, or any of its subsidiaries.

Disclosure of Shareholder Ownership

As required by the Luxembourg law on transparency obligations of January 11, 2008, as amended (the

“Transparency Law”), a shareholder who acquires or disposes of shares, including depositary receipts representing

shares in the Company’s capital must notify the Company and the Commission de Surveillance du Secteur Financier of

the proportion of shares held by the relevant person as a result of the acquisition or disposal, where that proportion

107

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.

Background

Millicom’s shares are listed on Nasdaq Stockholm, in the form of Swedish Depositary Receipts; and on the Nasdaq

Stock Market in the U.S. since January 9, 2019, where Millicom is registered as a foreign private issuer.

Millicom’s Corporate Governance Framework is primarily based on the following legislation, principles and

regulations:


Publication	Authority	Philosophy
Swedish Code of Corporate Governance	Guiding Principles	Comply or Explain
Luxembourg Law	Legislation	Comply
EU Directives and Regulations	Legislation	Comply
Nordic Main Market Rulebook for Issuers of Shares	Regulation	Comply
Nasdaq Stock Market Rules	Regulation	Comply
U.S. Securities Laws	Regulation	Comply
Good Stock Market Practice	Guiding Principles	Corporate Citizenship

Within these frameworks, Millicom's Board develops and monitors internal guidelines and practices, as further

described below, to ensure the quality and transparency of Millicom's corporate governance.

Swedish Corporate Governance Code

The Swedish Corporate Governance Code (“Swedish Code”) promotes good corporate governance to ensure

companies are run sustainably, responsibly and efficiently. The Code, which is available on the website of the Swedish

Corporate Governance Board: https://bolagsstyrning.se, complements mandatory laws and regulations and sets best

practices that go beyond regulatory requirements. The Swedish Corporate Governance Board opted for self-regulation,

and adopted a “comply or explain” philosophy. Therefore, companies may deviate from specific provisions, as long as

they disclose the deviation and explain why they chose a different solution that is more suitable for their size and

specific circumstances.

Compliance with Applicable Stock Exchange Rules

Neither Nasdaq Stockholm’s Disciplinary Committee, the Swedish Securities Council, nor the Nasdaq Stock Market

reported any infringement of applicable stock exchange rules or breach of good practice on the securities market by

Millicom in 2023.

Corporate Governance Structure

Millicom' s Corporate Governance structure comprises the following three levels:

1. Shareholders and representatives of shareholders (see "—Shareholders and Representation of Shareholders"

below).

2. The Board of Directors and Committees appointed by the Board (see "—Board Governance" below).

3. The CEO and Executive Management, and their primary governance functions (see "—Millicom CEO and

Executive Team" below).

Shareholders and Representation of Shareholders

Shareholders and Shareholders’ Meeting

The shareholders’ meeting is Millicom's highest decision-making body and a forum for shareholders to voice their

opinions. Each shareholder has the right to participate in the shareholders’ meeting and to cast one vote for every

share. Shareholders unable to attend in person may exercise their rights by proxy or vote in writing (by way of proxies).

Millicom’s Articles of Association set the Annual General Meeting of Shareholders (“AGM”) to be held in

Luxembourg within six months of the close of the financial year.

108

Unless otherwise required under Luxembourg Law, an extraordinary general meeting (EGM) must be convened to

amend the Articles of Association.

At the 2023 AGM, held in Luxembourg on May 31, 2023, shareholders approved all the resolutions proposed by the

Board and Nomination Committee, including the following key items:

• the annual accounts and the consolidated accounts for the year ended December 31, 2022;

• the allocation of the profit of approximately $2 million of the 2022 results to the legal reserve, and the remaining

$36 million to unappropriated net profits to be carried forward;

• the discharge of all current and former Millicom Directors who served at any point in time during the financial year

ended December 31, 2022, for the performance of their mandates;

• the establishment of the number of Directors at ten (10) and election of the Board members and Chair of the Board

(see "—Board Governance—Board Profile: Skills and Experience);

• the re-election of Ernst & Young S.A., Luxembourg as Millicom's external auditor;

• the remuneration to the Board members and external auditor;

• the instruction to the Nomination Committee;

• the share repurchase plan;

• the 2022 Remuneration Report;

• the senior management remuneration policy; and

• the share-based incentive plans for Millicom employees.

On May 31, 2023 an Extraordinary General Meeting (the “EGM”) was held to increase the authorized share capital of

the Company from three hundred million United States Dollars (USD 300,000,000) divided into two hundred million

(200,000,000) shares with a par value of one dollar fifty cents (USD 1.50) each, to three hundred and seventy five million

United States Dollars (USD 375,000,000) divided into two hundred and fifty million (250,000,000) shares with a par

value of one dollar fifty cents (USD 1.50) each, and to renew the authorization granted to the Board of Directors to issue

new shares up to a share capital of USD 375,000,000 divided into 250,000,000 shares with a par value of USD 1.50 per

share, until May 31, 2028, and to amend the articles of association to incorporate these amendments. These resolutions

were rejected.

On February 28, 2022, an Extraordinary General Meeting (the “EGM”) was held to increase the authorized share

capital and amend the articles of association in preparation for the rights offering that was announced during the first

quarter of 2022. The EGM resolved to increase the Company’s authorized share capital from 133.3 million to 200 million

ordinary shares, par value $1.50 per share. In June 2022, approximately 70.3 million ordinary shares were issued

pursuant to the rights offering at a price of $10.61 per share.

Millicom governance deviated in 2023 in relation to the Swedish Code in the following areas:


Code requirement	Millicom practice	Explanation
1.5–A shareholder, or a proxy representative of a shareholder, who is neither a member of the board nor an employee of the company is to be appointed to verify and sign the minutes of the shareholders’ meeting.	Minutes are signed by the Chair of the shareholders’ meeting (who is not a member of the Board or an employee of the Company), the meeting secretary and an appointed scrutineer.	Millicom is a legal entity incorporated in Luxembourg and, as such, it follows Luxembourg Law in connection with procedures and rules for its shareholders’ meetings.
2.3-Neither the chief executive officer nor other members of the executive management are to be members of the nomination committee.	Mr. Mauricio Ramos, the Interim Chair of the Board of Millicom, and its Chief Executive Officer, is a member of the nomination committee.	It follows from the Instruction to the Nomination Committee, resolved on May 31, 2023 at the annual general meeting of the Company, that the Chair of the Board shall be a member of the Committee. On August 31, 2023 Mr. Ramos was, after the resignation of the then current Chair, appointed as the Interim Chair of the Board, resulting in non-compliance with rule 2.3. After the 2024 AGM, Mauricio Ramos is expected to step down as CEO of the Company and remain as Executive Chair only.
2.4– Neither the company chair nor any other member of the board may chair the nomination committee.	On February 26, 2024, Aude Durand, the Chair of Millicom’s Nomination Committee, was elected as a member of the Board of Millicom.	Following the tragic passing of Nicolas Jaeger, after consultation and with the approval of the Nomination Committee, the Board of Millicom appointed Ms. Durand as a replacement for Mr. Jaeger on the Board until the company’s next AGM.

Major Shareholders

109

To the extent known to the Company, it is neither directly nor indirectly owned or controlled by another

corporation, any government, or any other person. In addition, there are no arrangements, known to the Company, the

operation of which may result in a change in its control in the future.

The table below sets out beneficial ownership of our common shares (directly or through SDRs), par value $1.50

each, by each person who beneficially owned more than 5% of our common shares.


Name of Shareholder	Common Shares	Percentage of Share Capital
Xavier Niel (1)	49,966,734	29.14%
Dodge & Cox (2)	8,674,932	5.1%

(1) Information herein is based upon a Schedule 13D filed with the SEC on January 17, 2024 by Atlas Luxco S.à r.l., Atlas Investissement, NJJ Holding and

Xavier Niel. Atlas Luxco S.à r.l., Atlas Investissement, NJJ Holding and Xavier Niel held 49,966,734 of our common shares (approximately 29.14% of

common shares outstanding) as of January 17, 2024. The sole owner of Atlas Luxco S.à r.l. at December 31, 2023 was Atlas Investissement. The sole

owner of Atlas Investissement at December 31, 2023 was NJJ Holding. The sole owner of NJJ Holding is Xavier Niel, and as a result, Xavier Niel is

deemed to be a beneficial owner of NJJ Holding, Atlas Investissement and Atlas Luxco S.à r.l. As of December 31, 2022, Xavier Niel held 12,046,741 of

our common shares (7.0% of common shares then outstanding). On March 8, 2024, we were informed by Atlas Luxco S.à r.l. that Michael Shalom

Golan, a member of our Board of Directors, is an ultimate beneficiary of 2.5% of Atlas Luxco S.à r.l.

(2)Information herein is based upon an Amendment No. 1 to Schedule 13G filed with the SEC on February 13, 2024.

Except as otherwise indicated, the holders listed above (“holders”) have sole voting and investment power with

respect to all shares beneficially owned by them. The holders have the same voting rights as all other holders of MIC

S.A. common shares. 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 the holders on a given date, any

security which such holder has the right to acquire within 60 days after such date (including shares which may be

acquired upon exercise of vested portions of share 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.

Based upon the SDR ownership reported by Euroclear Sweden AB, as of December 31, 2023, there were 117 SDR

holders in the United States holding 28,294,954 SDRs (representing 16.4% of the outstanding share capital as of such

date). According to the records held by Broadridge Corporate Issuer Solutions Inc. reported as of December 31, 2023,

there were 74 shareholder accounts in the United States holding 14,356,729 common shares (representing 8.3% of the

outstanding share capital as of such date). However, these figures may not be an accurate representation of the

number of beneficial holders nor their actual location because most of the common shares and SDRs were held for the

account of brokers or other nominees.

Nomination Committee

Millicom's prior Nomination Committee, which was elected in October 2022 and served until the appointment of a

new Committee in October 2023, was composed of:


Member	On behalf of	Position
Mr. Jan Dworsky	Swedbank Robur	Chair
Mr. Viktor Kockberg	Nordea Investment Funds	Member
Mr. Staley Cates	Southeastern Asset Management	Member
Mr. Gerardo Zamorano	Brandes Investment Partners	Member
Mr. José Antonio Ríos García	Appointed by shareholders at the 2022 AGM	Member
Mr. Nicolas Jaeger (from March 23, 2023 to May 31, 2023)	Atlas Luxco	Member
Ms. Aude Durand (from May 31, 2023)	Atlas Luxco	Member

Millicom's current Nomination Committee, elected in October 2023 is composed of:

110


Member	On behalf of:	Position
Ms. Aude Durand	Atlas Luxco	Chair
Mr. Jan Dworsky	Swedbank Robur	Member
Mr. Staley Cates	Southeastern Asset Management	Member
Mr. Mauricio Ramos	Appointed by shareholders at the 2023 AGM	Member

The Nomination Committee is appointed by the largest shareholders of Millicom. It is not a Board committee. Its

role is to propose resolutions regarding electoral and remuneration issues to the shareholders’ meeting in a manner

that promotes the common interest of all shareholders, regardless of how they are appointed. Nomination Committee

members' terms of office typically begin at the time of the announcement of the interim report (covering the period

from January to September of each year) and end when a new Nomination Committee is formed.

Under the terms of the Nomination Committee procedure, the committee consists of (i) three members appointed

by the largest shareholders as of the last business day of June 2023 and (ii) the Company's Chair of the Board.

The Company's Articles of Association stipulate that the Nomination Committee rules and procedures of the

Swedish Code of Corporate Governance shall be applied for the election of Directors to the Company's Board of

Directors, as long as such compliance does not conflict with applicable mandatory law, applicable regulation or the

mandatory rules of any stock exchange on which the Company’s shares are listed.

Nomination Committee proposals to the AGM include, among others:

• Election and remuneration of Directors of the Board and the Chair of the Board

• Appointment and remuneration of the external auditor

• Proposal of the Chairman of the AGM

Promoting Board Diversity

Millicom’s Nomination Committee recognizes the importance of diversity for promoting strong corporate

governance, competitive advantage and effective decision-making. The Nomination Committee is responsible for

determining the appropriate skills, perspectives and experiences required of Board candidates based on the

Company’s strategic needs and the current Board composition. This determination will include knowledge, experience

and skills in areas that are critical to understanding the Company and its business; richness of views brought by

different personal attributes, such as gender, race, age and nationality; other personal characteristics, such as integrity

and judgment; and candidates’ commitment to the boards of other publicly held companies.

In its work, the Nomination Committee applies rule 4.1 of the Swedish Corporate Governance Code as its diversity

policy.



Board Diversity Matrix (As of December 31, 2023)

Country of Principal Executive Offices “Home Country”:				Luxembourg
Foreign Private Issuer				Yes
Disclosure Prohibited Under Home Country Law				No
Total Number of Directors				9

	Female	Male	Non-Binary	Did Not Disclose Gender

Part I: Gender Identity
Directors	3	6	0	0

Part II: Demographic Background
Underrepresented Individual in Home Country Jurisdiction	3
LGBTQ+	0
Did not disclose demographic background	0

111



Board Diversity Matrix (As of December 31, 2022)

Country of Principal Executive Offices “Home Country”:				Luxembourg
Foreign Private Issuer				Yes
Disclosure Prohibited Under Home Country Law				No
Total Number of Directors				9

	Female	Male	Non-Binary	Did Not Disclose Gender

Part I: Gender Identity
Directors	2	7	0	0

Part II: Demographic Background
Underrepresented Individual in Home Country Jurisdiction	4
LGBTQ+	0
Did not disclose demographic background	0

Board Governance

Written charters set out the objectives, limits of authority, organization and roles and responsibilities of the Board

and each of its committees.

Board of Directors and Board Committees

The Chair convenes the Board and leads its work. The Chair is accountable to the Board and acts as a direct liaison

between the Board and the management of the Company through the CEO. Meeting agendas are set with the CEO,

and the Chair communicates Board decisions where appropriate.

Role of the Board

The Board is responsible for approving Millicom’s strategy, financial objectives and operating plans, and for

oversight of governance. The Board also plans for succession of the CEO and reviews other senior management

positions.

As set forth in the Company’s Articles of Association, the Board must be composed of at least six members. The

2023 AGM set the number of Directors at ten, comprising a Chair, a Deputy Chair and seven members. On August 31,

2023 the Chair resigned from the Board and the role of Chair was assigned to the Executive Director / CEO and from

that time and at December 31, 2023 the Board comprised of eight Non-Executive Directors and one Executive Director

(the CEO of Millicom). On February 26, 2024, Millicom announced the appointment of Aude Durand to its Board of

Directors. In accordance with Millicom’s Articles of Association, Millicom’s Board of Directors, with the approval of

Millicom’s Nomination Committee, appointed Ms. Durand to fill the vacant Board position created by the tragic passing

of Nicolas Jaeger until the next Annual General Meeting of shareholders.

112

Gender_of_the_Board_(As_of_December_31,_2023).jpg

Tenure_of_Directors_(As_of_December_31,_2023)_.jpg

The Board selects the CEO, who is charged with daily management of the Company and its business. The CEO is

responsible for recruiting the senior management of the Company. The Board reviews plans for key senior

management positions; supervises, supports and empowers the senior management team; and monitors senior

managers' performance. In accordance with the Swedish Code, the division of work between the Board and the CEO is

set forth in “The Rules of Procedure, Instructions to the CEO and Reporting Instructions”.

Further details on the roles and activities of the various committees, as well as their responsibilities and activities,

appear later in this section.

Powers and Limitations of the Board

Borrowing powers: The Board has unrestricted borrowing powers on behalf of, and for the benefit of, Millicom.

Time and age limit: No age limit exists for being a Director of Millicom. Directors mandates can be for a maximum

of six years before either being re-elected or ending their service. There are no restrictions on the maximum

continuous period that a Director can serve. The current Directors have been elected for a term starting on the date of

the 2023 AGM and ending on the date of the 2024 AGM (i.e., for approximately one year).

Restrictions on voting: No contract or other transaction between the Company and any other person shall be

affected or invalidated by the fact that any Director, officer or employee of the Company has a personal interest in—or

is a Director, officer or employee of—such other person. However, the following conditions apply:

• The contract or transaction must be negotiated on an arm’s-length basis on terms no less favorable to the Company

than could have been obtained from an unrelated third party; and, in the case of a Director, he or she shall inform the

Chair of his or her conflict of interest and abstain from deliberating and voting on any matters that pertain to such

contract or transaction at any meeting of the Board.

• Any such personal interest shall be fully disclosed to the Company by the relevant Director, officer or employee and,

to the extent a Director is involved, to the next general meeting of shareholders.

• Director's service agreements: None of MIC S.A's current directors have entered into service agreements with the

Millicom Group or any of its subsidiaries providing for benefits upon termination of their respective directorships.

Share Ownership Requirements

Non-Executive Directors are not required to be shareholders of the Company. Share ownership of Directors is

included in the Director biographies set out on the following pages. Directors and Non-Executive Directors collectively

own less than 1% of the Company's outstanding shares as of January 31, 2024.

Insider Trading Policy

113

The Company has an insider trading policy governing the purchase, sale and other dispositions of our securities by

directors, senior management and employees that are reasonably designed to promote compliance with applicable

insider trading laws, rules and regulations, and any listing standards applicable to the Company.

Roles

Chair of the Board

The Chair is elected by the AGM. If the Chair relinquishes the position during the mandate period, the Board elects

a new Chair from among its members to serve until the end of the next AGM. The Board Chair convenes the Board and

leads its work, coordinates with the CEO to set the meeting agendas and serves as the Board's liaison to the CEO

between meetings.

Deputy Chair of the Board

If elected by the Board, the Deputy Chair acts as a sounding board and provides support for the Chair. The Deputy

Chair convenes Board meetings in accordance with the Company’s Articles of Association and leads the Board's work in

the event the Chair is unavailable or is excused from a Board meeting. The Deputy Chair may act as an intermediary in

any conflicts among Board members or between the Chair and the CEO. The Board can designate additional roles and

responsibilities of the Deputy Chair.

Corporate Secretary

The Corporate Secretary is appointed by the Board to ensure that Board members have the proper advice and

resources for performing their duties. The Corporate Secretary is also responsible for organizing and coordinating

Board and committee meetings and ensuring that the minutes of those meetings reflect the proper exercising of Board

duties.

The Corporate Secretary is also a confidante and resource to the Board and senior management, providing advice

on Board responsibilities and logistics.

Chief Executive Officer (CEO)

The CEO leads the development and execution of the Company’s strategy with a view to creating shareholder

value and enacting the Company's purpose. The CEO is responsible for day-to-day activities and management

decisions, both operating and financial. The CEO is a liaison between the Board and management and communicates

to the Board on behalf of management.

The CEO also leads Millicom's communications with shareholders, employees, government authorities, other

stakeholders and the public.

Board Membership, Balance and Independence

The Nomination Committee and the Board periodically review the size, balance and diversity of the Board to

determine whether any changes are appropriate.

At the AGM, held annually within six months of the end of the financial year, or at any other general meeting,

shareholders may vote for or against the Directors proposed by the Nomination Committee. Shareholders that hold at

least 5% of the share capital may propose additional Directors.

The Board has adopted the qualification guidelines of an “independent director” as defined by the Swedish Code,

and with consideration of the specific independence requirements within the Nasdaq Stock Market rules. A Director’s

independence is determined by a general assessment of the Company or its executive management based on the

Board's independence criteria. The following graphic shows the Board members' independence as of December 31,

2023, Following the tragic passing of Nicolas Jaeger, on February 26, 2024, Aude Durand, the Chair of Millicom’s

Nomination Committee, was elected as a member of the Board of Millicom (who is independent from the Company

and its executive management, but not from the major shareholder, Atlas Luxco).

114


Factors considered to determine the Directors’ independence (i) from the Company, executive management and (ii) the major shareholders

Category		Test
Managerial duties		Is or has been the CEO of the Company or a closely related company within the past five years
Employment		Is or has been employed by the Company or a closely related company within the past three years
Other services		Receives a not-insignificant remuneration for advice or other services (beyond the remit of the Board position) from the Company, a closely related company or a person in the executive management of the Company
Business relationship		Has been in a significant business relationship or had other significant financial dealings with the Company or a closely related company within the past year—as a client, supplier or partner; either individually or as a member of the executive management team; or as a member of the Board or a major shareholder in a company with such a business relationship with the Company
Audit function		Is or has within the last three years been a partner at, or has, as an employee, participated in an audit of the Company conducted by the Company’s or a closely related company’s current or then auditor
Cross directorships		Is a member of the executive management of another company, if a member of the board of that company is a member of the executive management of the Company
Family relationship		Has a close family relationship with a person in the executive management of the Company, or with another person named in the points above, if that person’s direct or indirect business with the Company is of such magnitude or significance as to justify the opinion that the Board member should not be considered independent
		YES to any of the above in relation to the Company or the management of the Company: => Typically not independent from the Company or its executive management
Assessment		YES to any of the above in relation to a major shareholder: => Typically not independent from a major shareholder

115

Swedish Code's independence provisions



Requirement	Compliant
The majority of Millicom’s Board must be independent from the Company and its executive management team.	8 out of 9 Millicom Directors meet this criterion (89%)
At least two of those independent Directors must also be independent from the Company’s major shareholders.	6 out of 9 Millicom Directors meet this criterion (67%)
The majority of the members of the Audit Committee are to be independent in relation to the Company and its executive management. At least one of the members who is independent in relation to the Company and its executive management is also to be independent in relation to the Company’s major shareholders.	All of Millicom's Audit and Compliance Committee members meet this criterion (100%)
The Chair of the Board may chair the Compensation Committee. The other members of the committee are to be independent of the Company and its executive management.	All of Millicom's Compensation and Talent Committee members meet this criterion (100%)

Nasdaq Stock Market rules


Requirement	Compliant
The Audit Committee must have at least three members, all of whom meet Nasdaq Stock Market and U.S. Securities and Exchange Commission definitions of independence.	The four members of Millicom's Audit and Compliance Committee all meet this criterion (100%)

Board Profile: Skills and Experience

Mr. Mauricio Ramos

Executive Director, Interim Chair

Role: Re-elected as Executive Director in May 2023 and elected as Interim Chair on August 31, 2023; first appointed as Executive

Director in June 2020

Nationalities: U.S. and Colombian citizen

Age: Born in 1968

Skills: Mr. Ramos brings his experience as CEO of Millicom, a position he has held since April 2015. During his tenure, he has

designed, proposed and implemented the present strategy of the Millicom group, transforming the Company into a fixed internet

and mobile business with a focus on Latin America. Under Mr. Ramos’ leadership, Millicom solidified its company purpose “to build

the digital highways that connect people, improve lives and develop communities” and built a strong corporate culture described as

Sangre Tigo.

Experience: Currently, Mr. Ramos serves as: (i) a member of the Board of Directors of Charter Communications (U.S.); and (ii)

Commissioner at the Broadband Commission for Sustainable Development. Previously, Mr. Ramos served as President of Liberty

Global’s Latin American division, a position he held from 2006 until February 2015. During his career at Liberty Global, Mr. Ramos

held several leadership roles, including positions as Chairman and CEO of VTR in Chile, Chief Financial Officer of Liberty’s Latin

American division, and President of Liberty Puerto Rico.

Education: Lawyer and Economist, Los Andes University

Independence: Not independent from the Company and its executive management, independent of the Company’s major

shareholders

Millicom shareholding at January 31, 2024 (including holdings by closely related persons): 459,948 shares

Ms. Pernille Erenbjerg

Deputy Chair, Non-Executive Director

Role: Re-elected as a Non-Executive Director and Deputy Chair of the Board in May 2023; first appointed in January 2019

Nationality: Danish citizen

Age: Born in 1967

Skills: Ms. Erenbjerg brings years of experience operating a converged provider of communication and entertainment services and

driving transformational processes in complex organizations, both organically and through M&A.

Millicom Committees: Chair of the Compensation and Talent Committee

Experience: Currently, Ms. Erenbjerg also serves as (i) Deputy Chair of Genmab, a dual listed company focusing on international

biotechnology headquartered in Denmark; (ii) a Non-Executive Board member of RTL Group, Europe's largest broadcaster; and . (iii)

Chair of the Board of KK Wind Solutions A/S (a Danish privately owned company providing various parts and solutions for the wind

116

industry). Previous roles include: (i) President and Group Chief Executive Officer of TDC, the leading provider of integrated

communications and entertainment solutions in Denmark and Norway; and (ii) Chief Financial Officer and Executive Vice President

of Corporate Finance at TDC, among others.

Education: MSc in Business Economics and Auditing, Copenhagen Business School

Independence: Independent from the Company, its executive management and its major shareholders

Millicom shareholding at January 31, 2024 (including holdings by closely related persons): 41,404 shares

Ms. Maria Teresa Arnal

Non-Executive Director

Role: First elected as a Non-Executive Director in May 2023

Nationality: Mexican, Venezuelan and Spanish citizen

Age: Born in 1971

Skills: Ms. Arnal brings her significant knowledge in the fields of digital payments and digital infrastructure businesses in Latin

America, as well her experience in digital and new media technology, telecommunications and entertainment.

Millicom Committees: Member of the Compensation and Talent Committee

Experience: Ms. Arnal currently serves as a director of (i) Walmart of Mexico and Central America, (ii) Sigma Alimentos, S.A. de C.V.,

wholly owned by Alfa Corporativo, S.A. de C.V, a global food company headquartered and listed in Mexico, and (iii) Orbia, a purpose-

driven growth company that tackles global challenges. Her previous experience includes (i) managing director for Google Mexico, (ii)

Managing Director Spanish Speaking LATAM at Twitter, (iii) Chief Executive Officer and President at J. Walter Thompson Company in

Mexico, (iv) General Manager, Director of Operations, Director of Sales, and Alliances Microsoft in Mexico, (v) consultant for The

Boston Consulting Group and Booz, Allen & Hamilton. Furthermore, she founded Clarus, a leading digital marketing firm that was

later acquired by WPP, and she has been involved with the tech start-up ecosystem in Latam as an investor and through Endeavor

and several VC funds.

Education: Bachelor’s degree in Industrial Engineering from Andres Bello Catholic University (UCAB) and holds a Master of Business

Administration (MBA) from Columbia Business School.

Independence: Independent from the Company, its executive management and its major shareholders

Millicom shareholding at January 31, 2024 (including holdings by closely related persons): 5,601 shares

Mr. Bruce Churchill

Non-Executive Director

Role: Re-elected as a Non-Executive Director in May 2023; first appointed in May 2021

Nationality: U.S. citizen

Age: Born in 1957

Skills : Mr. Churchill brings over 30 years of operational and strategy experience in the media industry, including senior management

roles in Latin America.

Millicom Committees: Member of the Audit and Compliance Committee and member of the Compensation and Talent Committee

Experience: Currently, Mr. Churchill serves on the Board of Wyndham Hotels and Resorts, one of the largest hotel franchises in the

world, where he also chairs the Compensation Committee and as a member of the Audit Committee. Previously, he served as (i) Non-

Executive Director on the Board of Computer Sciences Corporation, a multinational corporation that provided IT services and

professional services, from 2014 to 2017 (when the company merged with HP Enterprise); (ii) President of DIRECTV Latin America,

LLC, from 2004 to 2015, and Chief Financial Officer of DIRECTV from January 2004 to March 2005; and (iii) President and Chief

Operating Officer of STAR TV.

Education: MBA, Harvard Business School; Bachelor of Arts in American Studies, Stanford University

Independence: Independent from the Company, its executive management and its major shareholders

Millicom shareholding at January 31, 2024 (including holdings by closely related persons): 18,167 shares.

Ms. Aude Durand

Non-Executive Director

Role: Elected as a Non-Executive Director of the Board in February 2024

Nationality: French citizen

Age: Born in 1992

Skills: Ms. Durand brings years of experience in the telecommunications industry and know-how about

AI projects and cloud-based infrastructure.

Millicom Committees: None

117

Experience: Currently, Ms. Durand is the Deputy CEO at iliad Holding, where she is involved in key projects across iliad’s telecom

operators in France, Italy and Poland. She also oversees iliad’s AI endeavors, including the creation of Kyutai, a world-class open-

science AI lab. In addition to her role at iliad Holding, Ms. Durand holds positions as Chair of Scaleway (leading European cloud

provider, owned by iliad) and Board Member of Monaco Telecom.

Education: Master of Science (MSc) in Management Science & Engineering from Stanford University (USA) and an Engineering

Degree from Ecole Polytechnique (France)

Independence: Independent from the Company and its executive management, but not from the major shareholder (Atlas Luxco)

Millicom shareholding at January 31, 2024 (including holdings by closely related persons): no shares

Mr. Tomas Eliasson

Non-Executive Director

Role: Elected as a Non-Executive Director in May 2023; first appointed in May 2022

Nationalities: Swedish citizen

Age: Born in 1962

Skills: Mr. Eliasson brings to the Millicom Board significant experience as a Chief Financial Officer (CFO) for multinational and global

Swedish companies in roles that span governance and oversight over financial reporting, internal control, and risk management

processes and procedures within global finance functions. He also brings extensive knowledge of Millicom, having served as a Non-

Executive Director and Chair of the Audit Committee for seven years between 2014 and 2021.

Millicom Committees: Chair of the Audit and Compliance Committee

Experience: Currently, Mr. Eliasson serves as: (i) Non-Executive Director of Riksbankens Jubileumsfond, a Swedish foundation

promoting and supporting research in the humanities and social sciences; (ii) Non-Executive Director of Boliden, a metals company

with a focus on sustainable development, listed in Nasdaq Stockholm; (iii) Non-Executive Director of Telia Company, a listed

telecommunications, media and entertainment company; and (iv) Non-Executive Director of Elekta AB a company providing

precision radiation therapy solutions. Previously, Mr. Eliasson served as: (i) Chief Financial Officer (CFO) of Sandvik AB, a global high-

tech engineering group providing solutions for the manufacturing, mining and infrastructure industries, until January 2022; (ii) CFO

of Electrolux, a leading global appliance company listed in Nasdaq Stockholm; (iii) CFO of ASSA ABLOY Group, a global leader in

access solutions, listed in Nasdaq Stockholm; and (iv) CFO of SECO Tools, a global metal cutting and machining solutions provider,

among others.

Education: Bachelor of Science in Business Administration and Economics, University of Uppsala

Independence: Independent from the Company, its executive management and its major shareholders

Millicom shareholding at January 31, 2024 (including holdings by closely related persons): 12,743 shares

Mr. Michael Golan

Non-Executive Director

Role: First elected as a Non-Executive Director in May 2023

Nationality: Israeli citizen

Age: Born in 1978

Skills: Mr. Golan brings insights from his experience as CEO in the telecommunications and media sectors and creating a mobile

operator in Israel.

Millicom Committees: Member of the Audit and Compliance Committee

Experience: Mr. Golan created Golan Telecom in 2010 the 5th Israeli mobile operator at the time. Golan Telecom was sold in 2017.

Before that, he joined the Iliad group as Chief Operating Officer and soon became CEO of Iliad, a position he left in 2007.

Education: Mr. Golan is a graduate of ESCP/EAP business school and Paris Dauphine University.

Independence: Independent from the Company and its executive management, but not from the major shareholder (Atlas Luxco)

Millicom shareholding at January 31, 2024 (including holdings by closely related persons): no shares

Mr. Thomas Reynaud

Non-Executive Director

Role: First elected as a Non-Executive Director in May 2023

Nationality: French citizen

Age: Born in 1973

118

Skills: Mr.Reynaud brings extensive experience in driving growth in the telecommunications and media sector and has advised

several companies in these areas on their business development and IPOs.

Millicom Committees: Member of the Compensation and Talent Committee

Experience: Currently, Mr. Reynaud serves as (i) Chief Executive Officer and a member of the Board of Directors of Iliad Group, the

parent of Free in France, Iliad in Italy and Play and UPC Polska in Poland; (ii) a Board member of the Mozaïk Foundation, an active

supporter of the ScholaVie association which campaigns for positive schooling; and (iii) a partner of several innovative ventures in

the agrifood sector. Mr. Reynaud joined Iliad in 2007, tasked with structuring the Group’s growth. He first served as Head of Business

Development before becoming Chief Financial Officer in 2008 and then a Senior Vice-President in 2010. He has been the Group’s

Chief Executive Officer since May 2018. Thomas began his career in New York in 1997. He then went on to become Managing

Director in charge of the Telecoms and Media sector at Société Générale, where he advised European companies on their business

development, and notably Iliad at the time of its IPO.

Education: Graduate of HEC business school and New York University

Independence: Independent from the Company and its executive management, but not from the major shareholder (Atlas Luxco)

Millicom shareholding at January 31, 2024 (including holdings by closely related persons): 5,601 shares

Ms. Blanca Treviño

Non-Executive Director

Role: First elected as a Non-Executive Director in May 2023

Nationalities: Mexican and U.S. citizen

Age: Born in 1962

Skills: Ms. Treviño brings her wide-ranging international experience in IT services in emerging countries, particularly in Latin America,

as well as strong leadership and perspectives in the rapidly evolving world of business technology.

Millicom Committees: Member of the Audit and Compliance Committee

Experience: Ms. Treviño is the President, CEO, and co-founder of Softtek, a global company dedicated to helping organizations

evolve through technology. She also serves as (i) Co-Chair of the Partnership for Central America, an initiative supported by the Vice-

President of the United States, (ii) Vice-President of the Mexican Business Council, (iii) non-executive director at the Mexican Stock

Exchange, (iv) director at Altan Redes, a private company that is the designer, developer, and operator of the shared

telecommunication networks initiative in Mexico, and (v) member of the Advisory Council of the MIT School of Engineering,

Previously she served as (ii) director at Grupo Lala, (ii) director at the Americas Society, (iii) director at Council of the Americas, (iv)

director at the Ibero-American Council on Productivity and Competitiveness, and (v) independent director of Walmart Mexico for 15

years, as well as an independent director of companies such as Goldcorp and the state-owned Federal Electricity Commission.

Education: Bachelor’s degree in Computer Science from the Instituto Tecnológico y de Estudios Superiores de Monterrey (ITESM).

Independence: Independent from the Company, its executive management and its major shareholders

Millicom shareholding at January 31, 2024 (including holdings by closely related persons): 5,601 shares

Board Program

Summary of Board Activities in 2023

Immediately after the 2023 AGM, the Board of Directors held a meeting during which it agreed on key governance

matters, the calendar and an annual program consisting of specific areas of focus on which the Board has a role to

oversee and advise the Company.

Specific projects and topics arise in the normal course of business and are added to the program of the Board;

some of these are handled by specific Board committees.

Board program and Area of Focus in 2023

119


Board annual program	Focused actions
1. Strategic review	Discussed, reviewed and approved the strategy
	Oversaw and approved the recapitalization of the Colombia business
	Oversaw progress in carving out the MFS and Lati tower infrastructure businesses
	Discussed with the Executive Team industry and geographic trends and the operational and financial strategy for each country, with specific focus on Colombia and Guatemala
2. Operating and financial performance review	Discussed priorities and challenges for each of the operations, including development of MFS, cable and mobile data businesses, efficiency measures and capital expenditure allocation
	Monitored challenges, threats, opportunities and other consequences of the macroeconomic climate on the business and strategy
	Reviewed and approved spectrum acquisition, updated 2023 budget and discussed and approved the 2024 budget
3. Corporate governance, legal and compliance matters	Made revisions and updates to governance documents (Board and committee charters, procedural rules and instructions to the CEO as well as the authority matrix)
3. Corporate governance, legal and compliance matters	Elected the Deputy Chair and Committee Chairs and members, and elected the Interim Chair of the Board
4. ESG; sustainability and other external affairs related matters	Oversaw initiatives in implementation of the ESG strategy and progress toward sustainability targets
	Reviewed the external affairs strategic framework and implementation activities
	Periodically reviewed the political situation by market, with a specific focus on election periods, international relations and advice on related risk management
	Reviewed regulatory and engagement challenges
	Reviewed climate-related risks and impact of the business on climate change
5. Organizational structure and corporate culture	Participated in performance reviews of the Executive Team and of the management, and changes in organizational and reporting structures
	Oversaw organizational and operational model changes
	Oversaw succession planning for the Executive Team
	Reviewed cultural initiatives, including DE&I developments
6. External financial reporting and non- financial performance	Held periodic meetings with the external auditors to review the financial position and reviewed and approved related reporting
	Reviewed the 2022 Annual Report and 20-F, including the 2022 Consolidated Financial Statements of the Company
	Reviewed quarterly earnings releases and 2023 interim consolidated financial statements
	Approved corporate finance strategy, including liability management initiatives to extend maturity and lower average cost of debt
7. Risk management	Participated in the annual risk reassessment and reviewed the key risks facing the Group and its approach to managing risks
7. Risk management	Set the risk appetite of the Group
8. Capital structure and shareholder remuneration policy	Approved refinancing of Group and local bonds and loans to extend maturity and lower average cost of debt
8. Capital structure and shareholder remuneration policy	Recommended the shareholder remuneration policy and approved the share repurchase plan; 282,724 shares were repurchased during 2023
9. Portfolio management, including acquisitions and divestments	Discussed acquisition and disposal developments and opportunities with particular focus on carve-out and monetization of tower infrastructure assets
10. Board performance self-evaluation	Completed an annual self-evaluation of combined Board performance and individual performances and reported to the Nomination Committee
11. HR matters	Evaluated the performance and approved the compensation of the CEO
11. HR matters	Oversaw succession planning for the Executive Team
12. Reports from committees	Regularly reviewed reports from Audit and Compliance Committee, and Compensation and Talent Committee on recent activities
12. Reports from committees	Discussed Nomination Committee Director appointment proposals

120

Induction and Training

Millicom provides incoming Board members with information on their roles and responsibilities, the Board's

operating procedures and Millicom’s business and industry. We provide access to governance documents, policies and

procedures; meeting materials; and Company information through a secure online tool, in meetings set with the

Executive Team, and through ongoing dissemination of information.

Millicom provides training on topics such as anti-bribery and corruption, ethics, independence and insider trading.

In addition, the Board regularly receives detailed reports on specific areas that support Directors' understanding of

Millicom’s business and operating environment.

In 2023 the Directors participated in a visit to Millicom’s operations in Guatemala to learn about the characteristics

of the local market, see aspects of the business in operation, and interact with local management.

Board Effectiveness

The Board conducts an annual performance review process, wherein each Board member’s personal performance

is also reviewed. This involves assessing Board and committee actions and activities against the Board’s mandate, as

determined in the Board Charter, and the mandates of its various committees.

In 2023, the Board used a questionnaire to assess its performance against the Board's key duties, its composition

and processes, and the performance of individual Board members. The results of the evaluation were presented to the

Nomination Committee. In addition, the Nomination Committee continued the engagement with an international

consultancy firm to assist in an assessment of the composition of the Board, now and for the future.

Board Meetings/Attendance at Regularly Scheduled Meetings of the Board in the 2023 Financial Year


Director	Meeting Attendance	%
Mr. Mauricio Ramos	10 of 10	100
Ms. Pernille Erenbjerg	8 of 10	80
Ms. Maria Teresa Arnal	6 of 6	100
Mr. Bruce Churchill	10 of 10	100
Mr. Tomas Eliasson	9 of 10	90
Mr. Michael Golan	5 of 6	83
Mr. Nicolas Jaeger	6 of 6	100
Mr. Thomas Reynaud	5 of 6	83
Ms. Blanca Treviño de Vega	6 of 6	100
Attendance	65 of 70	93
Former Director (until August 2023)
Mr. José Antonio Ríos García	8 of 8	100
Former Directors (until May 2023)
Mr. Odilon Almeida	4 of 4	100
Mr. Lars-Johan Jarnheimer	4 of 4	100
Ms. Mercedes Johnson	4 of 4	100
Mr. James Thompson	4 of 4	100
Overall attendance	89 of 94	95

Board Committees

The Board is supported by committees (Audit and Compliance Committee and Compensation and Talent

Committee) that work on behalf of the Board within their respective areas of responsibility. From time to time, the

121

Board delegates authority to an “ad hoc” work group so that it may resolve a specific matter on its own without having

to go before the full Board for approval.

I. Audit and Compliance Committee

Letter from the Chair of the Audit and Compliance Committee

I am pleased to present the Audit and Compliance Committee’s report for 2023. We convened eight formal

meetings during the financial year in order to satisfy our established set of responsibilities.

In a dynamic landscape marked by global economic shifts, persistence of macroeconomic headwinds, and

management’s actions to position the company to drive an increase in annual equity free cash flow generation,

Millicom demonstrated resilience, achieving key milestones in 2023, paving the way for a strong 2024. These

developments— alongside evolving technological advancements and new regulatory requirements, such as

Environmental Social and Governance (ESG) disclosures, cybersecurity, among others—presented both opportunities

and challenges that shaped the agenda of the Audit and Compliance Committee throughout the year.

Compliance Related topics

In 2023, we continued to develop the ethics and compliance program to better assist employees in doing the right

thing the right way, including continuing to improve the program's reach. As such, we continued enhancing our three

strategic focus points: embed and entrench, communication, and data analytics. With compliance integrated within

the Company's business processes, compliance teams are better able to detect and mitigate any potential risks in real

time. Additionally, the compliance function disseminated its messages in conjunction with other departments in a

clear and understandable manner, with everyone in the organization apprised of both risks and controls that are in

place. Similarly, we used data collected on our platforms to develop action plans and attack root causes.

In focusing on the most pressing risks in 2023, we continued reinforcing the main elements of our compliance

program, including our annual training for the entire Company. The training covered, among other topics, our Code of

Conduct, our Speak Up campaign, our anti-corruption policy and our anti-money laundering (AML) program.

The training campaign this year was designed and prepared using in-house talent and resources. Employees

across the Company participated in creating, producing and delivering a 100% Tigo-customized course.

We continued to build and refine our ethics and compliance program in 2023. This included our AML and

Government Interactions policies. These revised policies aim to mitigate the current risk landscape and adopt best

practices across the board.

Audit Related topics

Supported by the guiding principles established by management and periodic updates on the strength of the

business, the Audit and Compliance Committee engaged in risk oversight of critical areas like ESG, cybersecurity,

supply chain challenges and other external threats. Further, our overarching objectives included ensuring the integrity

of the Group’s financial reporting and that appropriate accounting judgments were made, assessing the external

auditor's effectiveness, and overseeing the status of the internal control environment.

Our Internal Audit Team assisted the committee by harmonizing their plans and assurance activities with the

evolving risk profile and prioritizing reviews to provide consulting services where appropriate. These activities

generated relevant recommendations aimed at enhancing the control posture of the company.

In addition to tracking important regulatory developments in financial reporting, the committee monitored tax

obligations, new debt issuance and refinancing activities, as well as the evolution of Millicom’s risk management

programs.

I wish to extend my appreciation to my colleagues for their support of and commitment to the activities of the

committee. On behalf of the Board, I would like to reconfirm our commitment to a culture of ethics and strong

compliance that leads to success for the business and pride for our Company by making it happen the right way.

I look forward to continue performing our duties until the conclusion of our mandate at the 2024 AGM.

Mr. Tomas Eliasson

Chair of the Audit and Compliance Committee

122

Audit and Compliance Committee Members and Attendance at Regularly Scheduled

Meetings in 2023


Audit and Compliance Committee	Position	First appointment	Meetings/ attendance	%
Mr. Tomas Eliasson	Chair*	May 2022	8 of 8	100
Mr. Bruce Churchill	Member	May 2021	8 of 8	100
Mr. Michael Golan	Member	May 2023	3 of 4	75
Ms. Blanca Treviño de Vega	Member	May 2023	4 of 4	100
Attendance			23 of 24	96
Ms. Mercedes Johnson	Former Chair of the Audit Committee and former Member of the Compliance and Business Conduct Committee	May 2019 (until May 2023)	4 of 4	100
Mr. James Thompson	Former Member of the Audit Committee	January 2019 (until May 2023)	3 of 3	100
Mr. Odilon Almeida	Former Chair of the Compliance and Business Conduct Committee	November 2015 (until May 2023)	1 of 1	100
Overall attendance			31 of 32	97

*Designated as having specific accounting competence as per the EU Directive.

In addition, the Interim Chair of the Board, Mr Mauricio Ramos (as from 31 August, 2023) and the former chair of

the Board, Mr. José Antonio Ríos García (until 31 August, 2023), attended all of the Audit and Compliance Committee

meetings.

Appointment and Role of the Audit and Compliance Committee

Millicom's Directors have established an Audit and Compliance Committee that convenes at least four times a year

and comprises a minimum of two directors. The Audit and Compliance Committee is composed solely of Non-

Executive Directors, all of whom were independent Directors in 2023. Members are appointed to ensure there is a

mixture of relevant experience in both finance and broader commercial matters. The Board is confident that the

collective experience of the members enables them to act as an effective Audit and Compliance Committee. The Audit

and Compliance Committee is also satisfied that it has the expertise and resources available to fulfill its responsibilities.

This committee has responsibility to assist the Board in its responsibility for the robustness, integrity and

effectiveness of financial reporting, risk management, internal controls, cybersecurity program, internal audit and

external audit process, as well as compliance with related laws and regulations; and to oversee the Company’s

compliance program, standards of business conduct and related investigations, and to monitor the Company’s actions

and resources in these areas. Millicom’s Audit and Compliance Committee reports on and makes recommendations to

the full Board regarding the Group’s compliance programs and standards of business conduct. The ultimate

responsibility for reviewing and approving Millicom’s Annual Report and accounts remains with the Board.

The Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, VP Risk Management & Internal Audit,

Head of Business Controls, Chief Legal and Compliance Officer, Chief Commercial & Technology Officer, Chief

Information Security Officer, Chief External Affairs Officer and representatives from the Company's external auditor EY

are invited to attend committee meetings. The Secretary of the committee is the Group's Company Secretary. The

Audit and Compliance Committee Chair prepares the meeting agenda in conjunction with the Chief Financial Officer

and Chief Legal and Compliance Officer. Regular private sessions are held, attended only by Audit and Compliance

Committee members and the external auditor, to provide an opportunity for open dialogue without management

present. The CEO and Executive Team are committed to our Sangre Tigo culture and are actively involved in fostering a

culture of ethics and compliance from the top across all our lines of business.

At each regularly scheduled meeting, the Audit and Compliance Committee receives reports from the Chief

Financial Officer, the external auditor, and the heads of Risk Management & Internal Audit and Business Controls.

Additional reports are submitted by other officers of the Company as required. The Audit and Compliance Committee

received the required information from the external auditor in accordance with Luxembourg regulations.

123


Summary of Areas of Focus and Actions in 2023
Financial reporting (refer to the following pages for details)	Reviewed key accounting and reporting matters at each meeting.
	Reviewed and approved each quarter’s earnings release and the 2023 annual earnings release; the Annual Report and 20-F together with the consolidated financial statements; the 2023 half-year earnings release; and each quarter's interim financial statements.
	Reviewed the latest accounting developments and their effect on the financial statements..
	Reviewed the alternative performance measures policy.
External auditor (refer to the following pages for details)	Received reports from the external auditor at each meeting in compliance with EU regulations covering important financial reporting, accounting and audit matters; including updates on SEC and CSSF guidelines.
	Approved the 2023 external audit strategy and fees and the proposed approach to address the challenges posed by external factors (such as economic pressures, cybersecurity threats, among others) and internal factors (such as the Everest project).
	Considered the results of control testing performed by the external auditor in accordance with Section 404 of the Sarbanes-Oxley Act of 2002
	Reviewed the performance of the external auditor and its independence, including the revision and approval of all audit, audit-related and non-audit services rendered by the external auditors.
Risk Management & Internal Audit activities (Refer to the following pages for details)	Provided guidance and oversight over risk management processes
	Reviewed alignment of top risks with strategy and recommended risk appetite
	Reviewed regular risk reports and risk management remediation plans
	Approved the annual Internal Audit plan and subsequent updates to the plan
	Reviewed internal audit findings arising from the delivery of the 2023 audit plan
Business controls and SOX (Refer to the following pages for details)	Reviewed the results of Millicom’s Sarbanes-Oxley program.
	Received and reviewed findings and recommendations regarding the design and operating effectiveness of internal controls over financial reporting based on the cycle of management testing of internal controls
Governance	Reviewed and approved the Internal Audit Charter and Enterprise Risk Management Charter.
ESG reporting	Reviewed the 2022 EU Taxonomy report, the progress on the effective CSRD legislation (that would become applicable for Millicom for financial year 2024) and upcoming SEC climate-disclosure proposed rules.
Financing, treasury and tax	Reviewed the Group’s tax strategy and structure and approved the tax policy
Financing, treasury and tax	Approved the updated Group treasury and related policies, including policies on hedging and financial risk management
Fraud management	Reviewed fraud-related cases, investigations and remedial actions
Revenue assurance	Received updates on revenue assurance activities
Revenue assurance	Reviewed trends and actions taken to minimize loss and revenue leakage
Related party transactions	Reviewed related party transactions

124


Compliance program elements reviewed	Monitored anti-corruption program and automated procedures, including those covering new and emerging areas of risk and strengthening of the overall program.
	Published revised compliance policies and procedures and communicated them to the whole organization.
	Reviewed training completion rates on Company compliance policies as part of select managers' KPIs.
	Incorporated compliance factors into executives’ incentive programs for the sixth consecutive year; bonus awards are tied to achievement of compliance KPIs. Code of Conduct training is a requisite to access bonus in the whole organization.
Reporting and investigations	Supported Speak Up program by receiving updates on the use of Speak Up resources to report issues of perceived non-compliance with our policies and values
Global anti-money laundering (AML) program	Reviewed the implementation of the in-house transaction monitoring tool in Paraguay, Guatemala and Panama.
	Approved the group-level AML training proposed by the Corporate Compliance Department
	Supported on-site AML reviews to all MFS and Telco operations, except Bolivia and Colombia.
Information security and cybersecurity	Reviewed the Information Security Framework, organization and governance
	Reviewed the Information Security Program, including risk management, vulnerability management, and awareness and training, among others
	Reviewed reports on cybersecurity incidents, including impact, responses and remediation
	Reviewed maturity improvement plans related to the NIST Cyber Security Framework (CSF) implementation

The Audit and Compliance Committee held eight meetings during 2023, including five meetings coinciding with

key dates in Millicom’s external reporting calendar.

Financial reporting

The Audit and Compliance Committee reviewed earnings releases and financial statements for each quarter.

Comprehensive reports from management and the external auditors highlighted the significant judgmental

accounting issues for the attention of the committee. Reporting and disclosure topics under both EU and U.S. listing

requirements were addressed. To assist with all matters related to earnings releases, financial statements and other

market disclosures, Millicom has a Management Disclosure Committee composed of senior management from

Finance, Legal, Compliance, Communications, Investor Relations and other functions as and when required. The

Disclosure Committee identifies and considers disclosure matters in market releases, including releases that may

contain material financial information.

External Auditor

Effectiveness

The quality and effectiveness of the external audit matter greatly to the Audit and Compliance Committee. A

detailed audit plan outlining the key risks and proposed geographical coverage is prepared and discussed with the

Audit and Compliance Committee at the start of each annual audit cycle. The committee assessed audit quality by

referring to the standard of the reports received, the caliber of senior members of the audit team and the depth of

inquiry and discussions with executive management, in addition to management feedback provided to the Audit and

Compliance Committee. This feedback allows the committee to monitor and assess the performance of the external

auditor as part of a recommendation to the Board regarding the auditor's appointment.

Independence

The Audit and Compliance Committee has policies to maintain the independence of the external auditor and to

govern the provision of audit and non-audit services. The policies and approval process of non-audit services and

audit-related services comply with SEC independence rules and with the latest EU and local regulations. Under these

rules, the Audit and Compliance Committee pre-approves a list of services that can be rendered by the audit firm. If

services to be rendered are pre-approved in nature, management can approve them when requested (following an

established authority matrix) and present them to the Audit and Compliance Committee on a quarterly basis for formal

approval. If services to be rendered are not pre-approved, they should be pre-approved by the Chair of the Audit and

Compliance Committee when requested and then submitted to the next full Audit and Compliance Committee for

formal approval. A schedule of all non-audit services with the external auditor is reviewed at each meeting.

For the year ended December 31, 2023, the Audit and Compliance Committee approved fees for audit and audit-

related services of $6.4 million, together with fees for non-audit work of $0.5 million.

125

In compliance with independence rules, the previous audit partner rotated off the audit in 2019 and the current

audit partner will rotate off after the audit of the consolidated financial statements as of December 31, 2023.

Risk Management and Internal Audit

Risk Management

The Audit and Compliance Committee received regular reports on the Group’s risk management framework and

process from the Management Risk Committee, as well as reports on the evolution of significant risks at both

operational and Group levels and related mitigation and risk management actions. Further information is set out in the

Risk Management section of this Annual Report, starting on page 35.

In addition, the Audit and Compliance Committee reviewed financial risk, tax risks, policy and strategy, treasury

policy and risks, and Group insurance coverage.

Internal Audit

The Internal Audit team provides independent and objective assurance, and consulting services over the design

and effectiveness of Millicom’s internal control environment, governance, and risk management processes. The

Internal Audit team employs a robust methodology that supports the systematic execution of internal audit activities

reflected through a risk-based annual Internal Audit Plan.

The annual Internal Audit Plan is developed in alignment with the strategic risks of Millicom as well as

consideration of the company’s strategic priorities, input from senior management, external audit findings, industry-

relevant developments, and Internal Audit’s knowledge of the business. Before the start of the fiscal year, the Audit

and Compliance Committee approves the annual Internal Audit plan, which includes assurance and advisory projects

and other risk assessment initiatives, and assesses the adequacy of the budget and resources.

Execution of the 2023 Internal Audit Plan provided the Executive Management Team and the Audit and

Compliance Committee with an independent view of the effectiveness of Millicom’s internal control environment and

governance processes in operational, financial, compliance, and technology areas. At each meeting, the Audit and

Compliance Committee received a report on internal audit activities, progress against the plan, updates to the plan,

and results of the audits completed in the period, including associated recommendations and management action

plans where findings were identified.

Internal Controls and SOX

The Audit and Compliance Committee received the results of management's testing of key controls and testing by

the external auditors. Management concluded that the Group had maintained effective internal controls over financial

reporting.

A debrief of the Sarbanes-Oxley status program was held. The Committee also reviewed and approved the

planned scope of the 2023 program and approach to testing of key controls.

The Committee reviewed regular reports on the results of management testing of key controls and the progress

made to address any control gaps.

II. Compensation and Talent Committee

Letter from the Chair of the Compensation and Talent Committee

I am pleased to present the 2023 Remuneration Report. The key remuneration highlights for the year are

summarized below. Further details are provided in the "Compensation and Talent Committee's Report".

The Committee meets regularly to review executive compensation and other Human Resources related matters to

ensure competitiveness across our markets. We believe in paying for performance, which encompasses both short-

term and long-term incentives. Talent constitutes a fundamental cornerstone for our company. Therefore, we deem it

imperative to integrate talent management considerations within the scope of the Compensation Committee. With

this enhancement, we formally renamed the committee to Compensation and Talent Committee.

Consequently, as of September 2023, the committee, previously comprised of three Board of Directors members,

expanded to encompass five members, dedicated to addressing both Talent and Compensation matters: Ms. Pernille

Erenbjerg (Chair), Ms. Maria Teresa Arnal, Mr. Bruce Churchill, Mr. Thomas Reynaud and the late Mr. Nicolas Jaeger.

126

On August 31, 2023, Mauricio Ramos, our CEO, was appointed interim Chair of the Board. To drive profitable

growth within the company, with a focused approach on leading all operational and financial responsibilities, the role

of President/COO has been created. Maxime Lombardini was appointed to take on this role, and with his background,

experience, and proven track record, he has been instrumental in achieving the stated objectives.

In the face of high inflation rates, escalating debt service costs, and elevated competition in our markets, it had

become imperative to further enhance our efficiency program, Project Everest. The efficiencies afforded by Everest

enhance our ability to continue investing in the business and to secure access to capital, enabling us to sustain our

deeply held purpose: to build digital highways that connect our people and foster the development of our

communities. It is within this context that, in the year 2023, two waves of a corporate-level restructuring plan were

implemented, from March to December.

Our 2023 remuneration policy focused on a total compensation approach which consists of:

a) a base salary, various benefits and pension arrangements;

b) a high variable component through an annual short-term incentive (STI) bonus;

c) for senior management only, a portion (30-40%) of this bonus is paid in cash, while the remaining portion is made as

an equity grant from the deferred share plan (DSP), with vesting over 3 years 30%/30%/40%); and,

d) for top executives only, a long-term incentive plan (LTI) that consists of an equity grant from the performance share

plan (PSP).

The committee believes this blended approach balances both short-term and long-term focus. Specifically for the

Chief Executive Officer (CEO) and Executive Vice Presidents (EVPs), the majority of their total compensation is variable,

with a high proportion paid in shares. This aligns management and shareholder interests by measuring performance,

payment in shares and extended time horizons for vesting.

A substantial part of the annual bonus (STI) for the top roles of the organization, including the CEO and EVPs is

paid in shares that vest prorated over three years (DSP). In addition the long-term incentive awards under the

Performance Share Plan (PSP) cliff vest after three years and are fully paid in shares.

For our STI, 60% of the 2023 bonus was based on performance against three financial targets: Service revenue,

EBITDA and Operating free cash flow after leases (OFCFaL). Of the remaining 40%, 10% was allocated to customer

satisfaction—measured using Relational Net Promoter Score (rNPS)—and 30% was based on individual strategic

objectives.

For the Long-Term Incentive component, in 2023, we introduced an ESG metric in addition to Service Revenue,

Operating free cash flow after Leases (OFCFaL) and relative Total Shareholder Return.

We also encourage our top leaders to take a longer-term view on positive business performance in alignment with

Company and shareholder interests. Therefore, we have minimum share ownership requirements for the CEO, EVPs,

VP's and GM's that constitute our top executive team. The CEO is required to build and maintain a shareholding with a

value of at least 400% of base salary, a level he maintained and exceeded in 2023.

During the 2023 AGM, we received ample support for our remuneration approach: 92.28% Approval for

Remuneration Policy, 91.01% Approval for share-based incentive plans and 99.47% Approval for Remuneration Report.

On December 1, 2023, the Board adopted a full comprehensive "claw-back" policy in response to specific rules

issued by the SEC under Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010

(Dodd-Frank). This policy ensures that if our financial statements are restated due to errors, misstatements, or

misconduct, we have mechanisms in place to recoup excess compensation paid to current and former executive

officers. By aligning with regulatory requirements and industry best practices, we reinforce responsible governance

and shareholder value.

There were no deviations to the remuneration policy and the Board is confident that the policy has operated as

intended over the year. A summary of the elements of executive pay for 2023 is set out on the following pages.

The Compensation and Talent Committee is committed to ongoing consultation with shareholders and their

advisory groups.

On behalf of the Board, I hope you find the 2023 Remuneration Report informative.

Ms. Pernille Erenbjerg

Chair of the Compensation and Talent Committee

127

Compensation and Talent Committee’s Report

This Annual Report describes the remuneration philosophy—and related policy and guidelines—as well as the

governance structures and processes in place. It also sets out the remuneration of Directors, as well as compensation of

global senior management for the current and prior financial reporting years.

1.1 Role of the Compensation and Talent Committee

The Compensation and Talent Committee monitors and evaluates (i) programs for variable remuneration to senior

management, including both ongoing programs and those that have ended during the year; (ii) the application of the

guidelines for remuneration to the Board and senior management established at the shareholders' meeting; and (iii)

the current remuneration structures and levels in the Company. The Compensation and Talent Committee makes

recommendations to the Board regarding the compensation of the CEO and his direct reports; approves all equity

plans and grants; and manages Executive Team succession planning. Final approval of the CEO remuneration requires

Board approval.

The evaluation of the CEO is conducted by the Compensation and Talent Committee and together with meeting

the financial targets discussed below, in his STI payout, the CEO received $1,249,386 in cash and $3,310,873 granted in

deferred shares that vest over three years for the Group's 2023 performance. The Chair of the Compensation and Talent

Committee conveyed the results of the review and evaluation to the CEO.

1.2 Compensation and Talent Committee Charter

The Group’s Compensation and Talent Committee Charter can be found on our website under the Board

Committees section and covers overall purpose/objectives, committee membership, committee authority and

responsibility, and the committee’s performance evaluation.

1.3 Compensation and Talent Committee Membership and Attendance 2023


Director	Position	First Appointment	Meeting Attendance	%
Ms. Pernille Erenbjerg	Chair	January 2019	3 of 3	100
Ms. Maria Teresa Arnal	Member	May 2023	2 of 2	100
Mr. Bruce Churchill	Member	May 2023	2 of 2	100
Mr. Nicolas Jaeger	Member	May 2023	2 of 2	100
Mr. Thomas Reynaud	Member	May 2023	2 of 2	100
Attendance			11 of 11	100
Former members
Mr. Lars-Johan Jarnheimer			1 of 1	100
Mr. James Thompson			1 of 1	100
Overall Attendance			13 of 13	100

128

1.4 Areas Covered in 2023


Topic	Commentary
Bonus (STI) and performance reports	Reviewed and approved the Global Senior Management Team's 2022 performance reports and individual Executive Team payouts for STI/LTI (cash/equity)
Bonus (STI) and performance reports	Reviewed and approved 2023 short-term variable compensation targets.
Compensation review	Approved all payments for CEO and Executive Team members.
	Reviewed executive remuneration and governance trends and developments.
	Reviewed and approved the peer group for the CEO and the Executive Team benchmarking.
	Approved changes to CEO and Executive Team compensation elements based on market competitiveness.
Share-based incentive plans	Approved the 2020 LTI (PSP) vesting.
	Reviewed and approved all equity grants.
	Reviewed and approved the 2023 share units plan (DSP and PSP) rules.
	Reviewed and approved the 2023 long-term variable compensation targets.
	Reviewed the replenishment of the treasury share balance reserved for share-based incentive plans.
	Reviewed share ownership guidelines and the compliance of each covered employee.
	Reviewed performance and projections of outstanding LTI plans (2021, 2022 and 2023).
	Reviewed equity plans participant turnover.
Global reward strategy and executive remuneration review	Reviewed remuneration/C&B philosophy and strategy.
Variable pay design	Discussed and approved STI and LTI design for 2023.
	Reviewed and approved the achievement of the MSU 2023 Tranche
	Reviewed and approved STI and LTI performance measures for 2023.
Other	Reviewed and approved exceptional items, new hire equity grants, etc.
	Reviewed Executive Team’s severance payouts in a change of control.
	Reviewed and approved the Remuneration Clawback policy.
	Reviewed and discussed results of 2023 "Say on Pay."
Compensation and Talent Committee governance	Reviewed and approved the Compensation and Talent Committee annual meeting cycle and calendar.
	Reviewed the Compensation and Talent Committee Charter.
	Reviewed and approved the use of an external compensation consultant.

2. Our Compensation Philosophy and Core Principles

The philosophy, guidelines, objectives, and policy applicable to remuneration of the Global Senior Management

Team were approved by the shareholders (item 23) of the AGM held on May 31, 2023.

2.1 Core Principles

The Compensation and Talent Committee worked using the following objectives for the Global Senior

Management Team's compensation.

129


What we strive for	What it means
Competitive and fair	Levels of pay and benefits to attract and retain the right people.
Drive the right behaviors	Reward policy and practices that drive behaviors supporting our Company strategy and business objectives.
Shareholder alignment	Variable compensation plans that support a culture of entrepreneurship and performance, and incorporate both short-term and longer-term financial and operational metrics strongly correlated to the creation of shareholder wealth. Long-term incentives are designed to maintain sustained commitment and ensure the interests of our Global Senior Management Team are aligned with those of our shareholders.
Pay for performance	Total reward structured around pay in line with performance, providing the opportunity to reward strong corporate and individual performance. A significant proportion of top management's compensation is variable (at risk) and based on measures of personal and Company performance directly attributable to short-term and longer-term value creation.
Transparency	Millicom is committed to expanding external transparency, including disclosure around pay for performance, links to value creation etc. We leverage the use of data from our HR information systems to facilitate measurement and internal communications related to incentive composition including performance metrics, pay equity, goal setting, and pay- for-performance relationships.
Market competitive and representative remuneration	Compensation is designed to be market competitive and representative of the seniority and importance of roles, responsibilities and geographical locations of individuals (with the majority of the Global Senior Management Team roles located in the U.S.
Retention of key talent	Variable compensation plans include a significant portion of share based compensation, the payout of which is conditional on future employment with the Company for three- year rolling periods, starting on the grant date.
Executive management to be "invested"	The Global Senior Management Team, through Millicom’s share ownership guidelines, is required to reach and maintain a significant level of personal ownership of Millicom shares.

To drive the right behaviors and ensure expectations are aligned, we communicate clearly to our employees what

we do and do not do when it comes to compensation. A summary is set out in the table below:


What we do	What we don't do
Align pay and performance.	Create special executive perquisites.
Designate a substantial majority of executive pay as at risk, based on a mix of absolute and relative financial and share price performance metrics.	Permit executives to hedge company shares.
Impose limits on maximum incentive payouts.	Provide dividends or dividend equivalents on unearned PSUs or RSUs.
Engage in a rigorous target-setting process for incentive metrics.	Offer tax gross-ups related to change in control.
Set our STI threshold to pay only at 95% and higher levels of achievement.	Permit executives to use company shares as collateral
Maintain robust share ownership guidelines for our top 30 executives.
Provide “double-trigger” change in control provisions in equity awards.
Maintain clawback policies that apply to our performance- based incentive plans.
Retain an independent compensation consultant

2.2 Elements of Executive Pay

Compensation for the Global Senior Management Team in 2023 comprised a base salary, a short-term incentive

(”STI”) plan and a long-term incentive (“LTI”) plan, together with pension contributions and other benefits (e.g.

healthcare).

Salary

130


Pay element	Purpose	Maximum opportunity
Purpose and link to strategy	Designed to be market competitive to attract and retain talent	No absolute maximum has been set for Executive Team salaries. The committee considers increases on a case-by-case basis based on peer comparison. Pay increases usually reflect a combination of roles and responsibilities, local market conditions and individual performance.
Operational execution	Paid monthly in cash in U.S. dollars or the home currency of the executive	The Compensation and Talent Committee aims to set salaries for the Executive Team at the median of the peer group.
Operational execution	Reviewed by the Compensation and Talent Committee every March


STI
Pay element	Purpose	Payout opportunity
Purpose and link to strategy	The STI links reward to key business targets (70%) and individual contribution (30%).	With less than 95% achievement of business targets the award falls to 0%. The threshold achievement is 95% of the target, resulting in a payout of 80%. The opportunity is 200% for the achievement of 104% for service revenue, 106% for EBITDA, 107% for OFCFaL and 110% for rNPS.
	The STI aligns with shareholders’ interests through the provision of a portion of the payment delivered in share units deferred over three years (DSP) for the senior leadership team. The DSP is awarded upon achieving the performance targets, with 30% paid after one year, 30% after the second year and 40% after the third year of the grant date.	The target achievement for: CEO – 365% (72% paid in DSP) CFO – 210% (64% paid in DSP)
	These plans help incentivize and motivate leadership to execute strategic plans in operational decision-making and achieve short- term performance goals, impacting Company performance and enhancing its value.	Maximum achievement: CEO – 730% (144% paid in DSP) CFO – 420% (128% paid in DSP)
	The financial and operational targets are;
	Service revenue	20%
	EBITDA	20%
	Operating free cash flow after leases (OFCFaL)	20%
	Relational Net Promoter Score (rNPS)	10%
	Personal performance	30%
Benchmarking	Our STI is a key component of the Millicom Group culture. We benchmark to peer companies within the U.S. and Latin America	Each year the Compensation and Talent Committee determines the annual STI opportunity for the Executive Team.

131


LTI
Pay element	Purpose	Payout opportunity
Purpose and link to strategy	The LTI links an important part of overall Global Senior Management Team compensation with the interests of our shareholders	For financial metrics, achieving less than 80% of the target results in a payout of 0%. In the event the Company achieves between 80% and 120% of the target, the corresponding portion of the grant will be adjusted in linear pro rata of the achievement, starting at a payout of 0% at an achievement of 80% up to a maximum value of 200% if the target achievement is 120% or higher. For total shareholder return ("TSR"), no award is granted for performance below the peer group median. If the Company achieves a TSR performance at the median or above of a pre-determined peer, the grant will be adjusted in linear pro rata of the achievement starting at a payout of 100% up to a maximum value of 200% for a target achievement of 120% or higher.
	This plan aligns the Global Senior Management Team's longer-term incentives with the longer-term interests of shareholders, encouraging long-term value creation and retention.
	Millicom emphasizes a one-team mentality by maintaining unified goals and objectives in the long-term incentive program for the Global Senior Management Team, with the purpose of driving the successful achievement of three-year performance goals designed to enhance long-term value of the Company.
Operational execution	The LTI is a performance-based share units plan (PSP) whereby awarded share units fully vest at the end of a three-year period, subject to achievement against performance measures and fulfillment of conditions.	The target achievement for: CEO - 315% CFO - 115%
	LTI payouts are typically in shares and based on company three- year cash flow and revenue targets approved by the Compensation and Talent Committee and the Board, in addition to shareholder return.	The target achievement for: CEO - 315% CFO - 115%
	Performance share units plan (PSP)	The maximum achievement for: CEO – 630% CFO – 230%
	The weights for the PSP component are: • Service revenue: 30% • OCFaL (operating cash flow after leases): 50%* • Relative TSR: 10% • ESG: 10%. ThefivekeyESGmetrics that willbe usedto measure progress are: 1. Female % of Total Employees ; 2. Female % of Leadership; 3. Progress toward established SBTi targets; 4. Women and girls trained as part of our Conectadas Program; 5. Teachers trained as part of our Maestr@sConectad@s program. The PSP component pays out/is settled in shares at the end of three years.
	*Since the 2021 LTI, we use OCFaL (operating cash flow after leases) in lieu of OFCFaL (operating free cash flow after leases)
Benchmarking	Our LTI is a key component of the Millicom Group culture.	Each year the Compensation and Talent Committee determines the annual LTI opportunity for the Executive Team.
Benchmarking	For executives we benchmark to peer companies within the U.S.

In addition, the Board uses retention schemes to ensure continued retention of key individuals during periods of

uncertainty.

132

2.3 Other Employment Terms and Conditions

Notice of termination: If the employment of a member of Millicom’s Executive Team is terminated, a notice period

of up to 12 months potentially applies. The Board regularly reviews best practices in executive compensation and

governance and revises policies and practices when appropriate. Millicom's change-in-control agreements for eligible

executives include "double-trigger" provisions, which require an involuntary termination (in addition to change in

control) for accelerated vesting of awards.

Deviations from the policy and guidelines: In special circumstances, the Board may deviate from the above policy

and guidelines; for example, providing additional variable remuneration in the case of exceptional performance.

2.4 Other Executive Compensation Policies

On December 1, 2023, Millicom adopted a compensation recoupment policy, which is included as Exhibit 97.1 to

this Annual Report. The policy provides for the recoupment of certain executive compensation in the event of an

accounting restatement resulting from material noncompliance with financial reporting requirements.

In addition, the Company’s insider trading policy prohibits any hedging or speculative transactions in the

Company’s shares, including the use of options and other derivatives. It also prohibits directors and employees from

selling the Company’s stock short.

3.1 Key Elements of 2023 CEO and CFO Pay

In 2023, the key elements of the CEO and CFO compensation, in line with the remuneration policy, were as follows:


	Salary (USD) *	Short-Term Incentive		Long-Term Incentive	Pension	Benefits
Mauricio Ramos (CEO)	$1,224,863	STI Target	100% in Cash Bonus	PSP award of 315% of salary with 3-year cliff vesting (based entirely on performance shares)	15% of salary	Private healthcare
		STI Target	265% in Share Units over 3 years vesting 30%/30%/40%			Life insurance
		Performance Measures:	60% Financial			Car Allowance
			10% Customer
			30% Personal
Sheldon Bruha (CFO)	$650,000	STI Target	75% in Cash Bonus	PSP award of 115% of salary with 3-year cliff vesting (based entirely on performance shares)	15% of salary	Private healthcare
		STI Target	135% in Share Units over 3 years vesting 30%/30%/40%			Life insurance
		Performance Measures:	60% Financial			Car Allowance
			10% Customer
			30% Personal

133

3.2 Summary of Total CEO/CFO Compensation

The compensation for the CEO and CFO is summarized in the table below:


	Mauricio Ramos (CEO)		Sheldon Bruha (CFO) (i)		Tim Pennington (Former CFO) (ii)
In USD	2023	2022	2023	2022	2022
Base Salary	1,224,863	1,215,944	643,750	598,121	581,272
Fringe Benefits (iii)	87,667	81,745	139,865	67,264	39,769
Pension Expense	293,473	286,846	173,373	144,460	87,191
Total Fixed	1,606,003	1,584,535	956,989	809,845	708,232
Annual Bonus (iv)	1,249,386	1,650,460	492,544	541,075	—
Deferred Share Units (iv)	3,310,873	4,373,719	886,580	973,935	—
LTIP (v)	3,858,313	3,745,939	718,748	718,750	—
Total Annual Variable	8,418,572	9,770,118	2,097,872	2,233,760	—
Annual Compensation	10,024,575	11,354,653	3,054,861	3,043,605	708,232
MSU Plan (vi)	481,860	—	—	—	—
Total Compensation	10,506,435	11,354,653	3,054,861	3,043,605	708,232
Termination Benefits (ii)	—	—	—	—	876,939
% Annual Fixed	16.02%	13.95%	31.33%	26.61%	100.00%
% Annual Variable	83.98%	86.05%	68.67%	73.39%	—%

(i) Mr. Bruha (CFO) started January 12, 2022, and took over the CFO role effective April 1, 2022.

(ii) Mr. Pennington compensation has been paid in GBP and for the purposes of this Annual Report converted to USD using December 31, 2022 Closing

exchange rate. Mr. Pennington started his 1-year notice period on April 1, 2022 and paid via payroll until November 30, 2022 and the remaining 4-month

period paid as a one-time payment on December 22, 2022.

(iii) Fringe Benefits include car allowance, life and disability insurance, medical and dental Insurance and relocation expenses.

(iv) The STI includes cash bonus and the corresponding grant of deferred share units.

(v) LTIP is performance share units granted in 2023 and 2022. Calculated based on the average Millicom closing share price on the US Nasdaq for the three-

month period ending December 31, 2023 and December 31, 2022.

(vi) MSU plan: Our stock-based MSU performance plan is settled in cash. For the MSU description, see note B.4.1. to our audited consolidated financial

statements included elsewhere in this Annual Report.

CEO Compensation - Reported and Realized Pay Supplemental Tables:

The compensation for the CEO and CFO is heavily weighted to variable compensation in the form of share units

vesting over a three-year period. As a result, total reported compensation may differ significantly relative to the actual

realized compensation in any given year.

Reported Supplemental Table


	Mauricio Ramos (CEO)
In USD	2023	2022
Base pay (i)	1,224,863	1,224,863
STI - Bonus (ii)	1,249,386	1,650,460
Share Awards (iii)	7,169,186	8,119,658
MSU Target Awards	—	4,000,000
Other Compensation (iv)	87,667	81,745
Total Reported Pay	9,731,102	15,076,726

(i) Annual base salary paid from January to December of each year.

(ii) STI - Bonus for each performance period paid in Q1 of the following year.

(iii) Share awards include: DSP awarded for each performance period granted in Q1 of following year and PSP granted in Q1 of reported year.

(iv) Other Compensation refers to car allowance, life and disability premiums, health insurance premiums and pension paid in the reported year.

134

Realized pay Supplemental Table


	Mauricio Ramos (CEO)
In USD	2023	2022
Base Salary	1,224,863	1,215,944
Car Allowance	15,000	15,000
Pension Expense	293,473	286,846
Total Fixed	1,533,335	1,517,789
Annual Bonus Paid (i)	1,650,460	2,164,320
Deferred Share Units Vested (ii)	694,296	865,762
LTIP Vested (iii)	—	—
MSU Paid	481,860	—
Total Variable Paid	2,826,616	3,030,082
Total Realized Paid	4,359,951	4,547,871
% Fixed	35.17%	33.37%
% Variable	64.83%	66.63%

(i) Annual bonus paid is the cash portion for the STI for the performance periods 2023 and 2022 (paid in Q1 of the following year).

(ii) Deferred Share Units Vested are the pro-rata vesting shares from STI (2023 displays the amount vested in Q1 2023: 30% from 2022 grant, 30% from 2021

grant and 40% from 2020 grant).

(iii) LTIP Vested are the shares vested from the cliff vesting of the LTI granted three years prior (2023 displays the amount vested in Q1 2023 from 2020 grant,

where the payout was zero).

On average (considering 2023 and 2022) CEO realized pay has been 37% of reported pay and approximately 64%

of his compensation is delivered in the form of shares.

3.3 Performance on STI 2023

As in previous years, the annual bonus is determined by a mixture of business performance and individual

performance factors. The business performance factors included measures of service revenue, earnings before interest,

tax, depreciation and amortization (EBITDA), operating free cash flow after leases (OFCFaL) and a customer satisfaction

metric based on Relational Net Promoter Score achievement. The use and relative weighting of financial performance

target measures under the variable compensation rules are equal for all employees regardless of seniority or area of

operation. This includes the CEO and the senior leadership team.


Base Salary	x	Target Percentage	x	Business Performance Factors	+	Individual Performance Amounts	=	Annual Incentive Amount

For the CEO and senior leadership team, a portion of the STI is paid in the form of deferred share units with a three-

year pro-rated vesting, strengthening our pay for performance and retention incentives. For 2023, the achievement of

performance targets is set out in the table below:


Weight	20%	20%	20%	10%	30%	100%
Metric	Service Revenue (i)	EBITDA (ii)	OFCFAL (iii)	+NPS (iv)	Personal Performance (v)
Max	$6.00billion	$2.70billion	$0.74billion	110%	60%
Target	$5.80billion	$2.50billion	$0.69billion	100%	30%
Min	$5.50billion	$2.40billion	$0.65billion	95%	—%
Achievement	99.50%	95.80%	97.20%	108.00%	100.00%	102.00%

(i) Service Revenue: Is revenue related to the provision of ongoing services, excluding telephone and equipment sales.

(ii) EBITDA: Is operating profit excluding impairment losses, depreciation & amortization, and gain/losses on fixed assets disposals.

(iii) Operational Free Cash Flow after Leases = EBITDA – Lease payments Cash Out - CapEx +/- Operating Working Capital – Tax paid (excl deferred tax).

(iv) Measures the willingness of customers to recommend a company’s products or services to others.

(v) Based on a performance rating scale

135

For the CEO and other eligible DSP participants, the issuance of share units under the DSP is presented at

Millicom’s AGM of shareholders.

Under the 2023 STI, the 2024 DSP share units are granted in Q1 2024 and will vest (generally subject to the

participant still being employed by the Millicom group) at 30% in Q1 2025, 30% in Q1 2026 and 40% in Q1 2027. The

vesting schedule is unchanged from the 2023 DSP.

3.4 LTI (PSP)

The LTI payout is calculated as follows:


Base Salary	x	Target Percentage	x	Business Performance Factors	=	LTI Payout

3.4.1 LTI (PSP) 2021 Performance

The LTI 2021 plan vested in January 2024 with an award of 92.6%. The outcome of LTI 2021 has been audited by

Ernst & Young in respect of the financial performance measures and by Towers Watson for the TSR. The COVID related,

one time RSU component also vested on January 1, 2024.

For LTI 2021, the achievement of performance targets is set out in the table below:


Weight	30%	15%	20%	35%	100%
Metric	OCFaL (iii)	Service Revenue (i)	Relative Total Shareholder Return (iv)	RSU
Max	$4.08billion	$21.24billion	Above median	No maximum
Target	$3.40billion	$17.70billion	Median	0.35
Min	$2.72billion	$14.16billion	Median	No minimum
Achievement	104.90%	105.90%	Below median	100%	92.60%

(i) (iii) Refer to the definitions above.

(iv) Relative TSR considered a compound annual growth rate and the following peers: America Movil, Telefonica, TIM Brazil, TEF Brazil, Entel Chile, Lilac.

The PSP 2021 meet the criteria for vesting for the CEO and CFO awards:


Name	Type of award	Basis of award	Face value of award	Number of share units granted	End of performance period	Achievement	Number of shares vested
Mauricio Ramos (CEO)	LTI2021	315% of salary	7,171,190	203,727	Jan-24	92.60%	188,651
Tim Pennington (Former CFO) (i)	LTI2021	175% of salary	1,237,773	35,164	Jan-24	73.88%	25,979

(i) For Mr. Tim Pennington (Former CFO) Number of shares vested was prorated based on financial performance and employment end date. Mr. Bruha (CFO)

started January 12, 2022, and took over the CFO role effective April 1, 2022.

Deviations from the guidelines: in special circumstances, the Board may deviate from the above guidelines, such as

providing additional variable remuneration in the case of exceptional performance. In these instances, the Board will

explain the reason for the deviation at the following AGM. For the LTI in this review—PSP 2021, PSP 2022 and PSP 2023

—no discretion has been exercised and none of the performance or other conditions have been changed.

3.4.2 Award LTI 2023

A new plan was issued in 2023 to 39 participants, including the CEO and CFO, in accordance with the remuneration

policy guidelines designed to drive shareholder value through a focus on service revenue growth, cash flow generation

and relative total shareholder return against a relevant peer group. The PSP 2023 plan was approved by shareholders

at the 2023 AGM:

136


Metric	Weighting	Performance target	Performance measure
Service revenue	30%	Target growth	A specific 3-year Cumulative Growth target
OCFaL	50%	Target growth	A specific 3-year Cumulative Growth target
TSR	10%	The Company TSR relative to a peer group between 2022 and 2024	At median - target payout; below median - nil; 20% above median - max
ESG	10%	The five key ESG metrics that will be used to measure progress are: 1. Female % of Total Employees ; 2. Female % of Leadership; 3. Progress toward established SBTi targets; 4. Women and girls trained as part of our Conectadas Program; 5. Teachers trained as part of our Maestr@sConectad@s program.	The payout curve is between 80% and 120% of the target, the corresponding portion of the grant will be adjusted in linear pro rata of the achievement, starting at a payout of 0% at an achievement of 80% up to a maximum value of 200% if the target achievement is 120% or higher.

The peer group for the PSP 2023 is: America Movil, TIM Brazil, TEF Brazil, Entel Chile, Lilac, Telecom Argentina, Grupo

Televisa, Megacable.

For the CEO and CFO the award of LTI 2023 is summarized below;


Name	Type of award	Basis of award	Face value of award	Number of share units granted*	End of performance period
Mauricio Ramos (CEO)	PSU - 3 years	315% of salary	$3,857,286	308,172	January 2026
	Cliff Vesting
Sheldon Bruha (CFO)	PSU - 3 years	115% of salary	$718,557	57,408	January 2026
	Cliff Vesting

4. Remuneration Approach for 2024

For 2024, the Board has proposed continuing with a consistent framework of STI and LTI with a few changes

explained below.

For the STI there was a redistribution of metrics, and an introduction of the "Equity Free Cash Flow" metric. The STI

metrics are aligned to our financial objectives. The metrics for the STI are:

1. Service Revenue: 25%

2. EBITDA: 25%

3. EFCF: 25%

4. Personal Performance: 25%

For the LTI, the Board is considering a structure focused on shareholder value creation and share price growth.

For the CEO, the 'at target' and 'maximum' remuneration for 2024 is set out below*:


At Target	$ '000	At Maximum	$ '000
Cash (including base pay, car allowance, pension and STI bonus)	2,758	Cash (including base pay, car allowance, pension and STI bonus)	4,289
Benefits	73	Benefits	73
Shares	7,104	Shares	11,547
Total	9,935	Total	15,909
Fixed	1,606	Fixed	1,606
Variable	8,329	Variable	14,303
Total	9,935	Total	15,909

At target, CEO compensation is paid 72% in share units and 84% in variable compensation. At maximum, CEO

compensation is paid 73%in share units and 90% in variable compensation.

137

5. Supplemental topics

5.1 Summary of Outstanding Awards


							Opening Balance	During the Year			Closing Balance
Name	Plan Type	Award Details - Plan Name	Performanc e Period	Award Grant Date	Vesting Date	Award Share Price in USD	Outstandi ng Balance as of Dec. 2022	Share Units Granted in 2023	Shares Vested in 2023	Forfeited in 2023	Outstanding Balance as of Dec. 2023
Mauricio Ramos (CEO)	Deferred Share Plan	2020 DSP	2019	1/1/2020	1/1/2023	$45.86	15,858	—	15,858	—	—
		2021 DSP	2020	1/1/2021	1/1/2024	$35.20	32,957	—	14,135	—	18,822
		2022 DSP	2021	1/1/2022	1/1/2025	$33.11	83,262	—	24,979	—	58,283
		2023 DSP	2022	1/1/2023	1/1/2026	$12.52	—	349,339	—	—	349,339
	Performan ce Share Plan	2020 PSP	2020-2023	3/1/2020	1/1/2023	$45.86	39,094	—	—	39,094	—
		2021 PSP	2021-2024	3/1/2021	1/1/2024	$35.20	203,727	—	—	—	203,727
		2022 PSP	2022-2025	1/1/2022	1/1/2025	$33.11	144,108	—	—	—	144,108
		2023 PSP	2023-2026	1/1/2023	1/1/2026	$12.52	—	308,172	—	—	308,172
TOTAL Mauricio Ramos (CEO)							519,006	657,511	54,972	39,094	1,082,451
Tim Penningto n (Former CFO)	Deferred Share Plan	2020 DSP	2019	1/1/2020	1/1/2023	$45.86	6,958	—	—	—	—
		2021 DSP	2020	1/1/2021	1/1/2024	$35.20	12,890	—	—	—	—
		2022 DSP	2021	1/1/2022	1/1/2025	$33.11	37,280	—	—	—	—
		2023 DSP	2022	1/1/2023	1/1/2026	$12.52	—	—	—	—	—
	Performan ce Share Plan	2020 PSP	2020-2023	3/1/2020	1/1/2023	$45.86	8,338	—	—	—	—
		2021 PSP	2021-2024	3/1/2021	1/1/2024	$35.20	44,790	—	—	—	—
		2022 PSP	2022-2025	1/1/2022	1/1/2025	$33.11	—	—	—	—	—
		2023 PSP	2023-2026	1/1/2023	1/1/2026	$12.52	—	—	—	—	—
TOTAL Tim Penningto n (Former CFO)							110,256	—	—	—	—
Sheldon Bruha (CFO)	Deferred Share Plan	2020 DSP	2019	1/1/2020	1/1/2023	45.86	—	—	—	—	—
		2021 DSP	2020	1/1/2021	1/1/2024	35.2	—	—	—	—	—
		2022 DSP	2021	1/1/2022	1/1/2025	33.11	—	—	—	—	—
		2023 DSP	2022	1/1/2023	1/1/2026	12.52	—	77,790	—	—	77,790
	Performan ce Share Plan	2020 PSP	2020-2023	3/1/2020	1/1/2023	45.86	—	—	—	—	—
		2021 PSP	2021-2024	3/1/2021	1/1/2024	35.2	—	—	—	—	—
		2022 PSP	2022-2025	1/1/2022	1/1/2025	33.11	27,649	—	—	—	27,649
		2023 PSP	2023-2026	1/1/2023	1/1/2026	12.52	—	57,408	—	—	57,408
TOTAL Sheldon Bruha (CFO)							27,649	135,198	—	—	162,847

138

5.2 Summary of Shares Owned vs Target

Millicom’s share ownership policy sets out the Compensation Committee’s requirements for the Global Senior

Management Team to retain and hold a personal holding of common shares in the Company to align their interests

with those of our shareholders. All share plan participants in the Global Senior Management Team are required to own

Millicom shares to a value of a percentage of their respective base salary as of January 1 of each calendar year.

For that purpose, we continue to uphold our share ownership requirements for our top 50 roles:


Global Senior Management Level	% of Annual Base Pay
CEO	400
CFO	200
EVPs	100
General Managers and VPs	50

For the CEO and CFO:


	Awarded unvested subject to performance conditions	Awarded unvested not subject to performance conditions	Shares required to be held as % salary	Number of shares required to be held	Number of beneficially owned shares	Shareholding requirement in Compliance
Mauricio Ramos (CEO)	656,007	426,444	400%	391,329	459,948	Yes
Sheldon Bruha (CFO)	85,057	77,790	200%	103,833	—	Yes *

*Unless this requirement is met each year, no vested Millicom shares can be sold by the individual.

5.3 Details of Share Purchase and Sale Activity

During 2023, there were no acquisitions or disposal of shares by CEO, other than the vesting and issuance of shares

under the share-based compensation program.

5.4 Historic CEO and CFO Pay


	2020 vs. 2019	2021 vs. 2020	2022 vs. 2021	2023 vs 2022	Information Regarding 2023 (USD millions, except as indicated)
CEO Remuneration*	9.20%	17.80%	(41.82)%	(7.47)%	10.51
Former CFO Remuneration	(4.20)%	33.40%	(87.00)%	—%	—
Current CFO Remuneration**	—%	—%	—%	0.37%	3.05
EBITDA for Total Reportable Segments	(1.40)%	5.90%	(1.50)%	(1.08)%	2.6 (USD billions)
Average remuneration on FTE basis of employees of parent company***	0.50%	3.60%	3.90%	10.2%	28,941 (USD thousands)

*Represents year-over-year changes in CEO/CFO compensation (excludes MSU).

** Current CFO started January 12, 2022, and took over the CFO role effective April 1, 2022

***Average remuneration on a full-time equivalent basis of employees of the Millicom Group other than the CEO, reported by each individual operation as of

December 31, 2023.

139

5.5 2023 AGM vote


	Votes For	%	Votes Against	%	Abstentions
Director Remuneration	95,590,466	99.81%	271,256	0.28%	80,036
Senior Management Remuneration Guidelines and Policy	85,874,637	92.28%	7,185,753	7.72%	2,610,112
2022 Remuneration Report	94,969,425	99.47%	507,704	0.53%	193,373

Millicom CEO and Executive Team


CEO and COO	Position	Role and responsibilities
Mr. Mauricio Ramos	CEO	• Leading the development and execution of the Company’s strategy
Mr. Mauricio Ramos	CEO	• Overseeing day-to-day activities and management decisions • Acting as liaison between the Board and management of the Company • Leading the Executive Team
Mr. Maxime Lombardini	President and Chief Operating Officer	Responsible for leading all operational and financial responsibilities with a focus on driving profitable growth. He oversees Operations, Commercial, New Ventures, HR and Finance.

Mr. Mauricio Ramos

Chief Executive Officer and Executive Director (Interim Chairman)

Mauricio's biography is presented in the Board Governance section of this Annual Report.

Mr. Maxime Lombardini

President and Chief Operating Officer

Maxime was appointed as President and Chief Operating Officer (COO) in September 2023.

Maxime joined the Iliad Group, one of the major players in the European telecoms sector, in 2007, as Chief Executive

Officer and continued his tenure through 2018. In May of 2018, he assumed the role of Chairman of Iliad’s Board of

Directors until March 2020. Since then, he has served as the Vice-Chairman of the Board of Directors.

Prior to joining Iliad, Maxime has been CEO of TF1 Production, one of the leading French commercial television

network. While in this post he restructured and energized the group's six subsidiaries. From 1999 to 2003, he was head

of business development at TF1, a position in which he studied and implemented the group's growth operations. From

1996 to 1999, he was the company secretary of TPS (a subsidiary of TF1 and M6), a position in which he took part in

launching a digital satellite package.

Maxime is from France. He is a graduate of the Sciences Po Paris and holder of a Master's degree in business and tax

law from the University of Paris II.

MILLICOM SHAREHOLDING AT JANUARY 31, 2024: no shares

Millicom’s Executive Team members support the CEO and COO in the day-to-day operation and management of

the Group within their specific areas of expertise. The Executive Team meets at least once a month and more

frequently when required. Millicom’s Executive Team is as follows:

140


Executive	Team	Role responsibilities
Mr. Sheldon Bruha	Chief Financial Officer	Finance and financial planning; financial performance reporting, including external financial reporting; budgeting, forecasting and monitoring expenditures and costs; certain procurement activities; implementation and enhancement of related controls; risk management
Mr. Xavier Rocoplan	Chief Commercial and Technology Officer	Networks, information technology and cybersecurity within the Group. Operations and business development.
Mr. Karim Lesina	Chief External Affairs Officer	Government relations, regulatory affairs, corporate communications and corporate responsibility
Mr. Salvador Escalón	Chief Legal and Compliance Officer	Legal and corporate governance matters, including oversight, identification and management of legal issues, risks and claims of the Group; legal aspects of mergers and acquisitions and other corporate and commercial transactions; data privacy; compliance matters such as ethics, anti-bribery, anti-corruption, anti-money laundering and related compliance programs

The profiles of the other Executive Team members are provided below:

Mr. Sheldon Bruha

Executive Vice President, Chief Financial Officer

Sheldon joined Millicom in January 2022 and was appointed as Chief Financial Officer on April 1, 2022.

Prior to joining Millicom, he was the Chief Financial Officer at Frontier Communications, one of the largest fixed-line communication

providers in the U.S., where he successfully helped navigate the business through its financial restructuring. Prior to joining Frontier,

he held several senior financial leadership roles at Cable & Wireless, including Head of Corporate Development, where he led the

strategic transformation and reshaping of the company prior to its sale to Liberty Latin America. He also held senior financial

leadership roles at CDI Corp. Sheldon started his career at Lehman Brothers, holding senior investment banking positions in its New

York and London offices focusing on the telecommunications industry.

He is an American national and holds a Bachelor of Science (Honors) in Business Administration from Washington University.

MILLICOM SHAREHOLDING AT JANUARY 31, 2024: no shares 1

Mr. Xavier Rocoplan

Executive Vice President, Chief Commercial and Technology Officer

Xavier joined the Executive Team as Chief Technology and Information Technology Officer in December 2012 and was appointed

Chief Commercial and Technology Officer in June 2023.

Xavier started at Millicom in 2000, initially serving as CTO in Vietnam and subsequently Southeast Asia. In 2004, he became CEO of

Paktel, Millicom's subsidiary in Pakistan, where he launched Paktel’s GSM operation and led the process that concluded with the

disposal of the business in 2007. Xavier then served as head of Corporate Business Development, where he managed the disposal of

various Millicom operations in Asia, the monetization of Millicom infrastructure assets (towers), and numerous spectrum acquisitions

and license renewal processes in Africa and Latin America.

Xavier is a French national. He holds a Master's in Engineering from Ecole Nationale Supérieure des Télécommunications de Paris

and a Master's in Economics from Université Paris IX Dauphine.

MILLICOM SHAREHOLDING AT JANUARY 31, 2024: 111,208 shares

Mr. Karim Lesina

Executive Vice President, Chief External Affairs Officer

Karim joined the Executive Team as Executive Vice President, Chief External Affairs Officer in November 2020.

Previously, he held the position of Senior Vice President, International External and Regulatory Affairs at AT&T, where he directed the

internal international and regulatory affairs teams, as well as the external and regulatory affairs teams, across four international

affiliates: Turner, Warner Media, AT&T Latin America and Direct TV. Prior to AT&T, Karim led the corporate affairs team at Intel as the

Government Affairs Manager for Europe, Africa and the Middle East. Rounding out a strong portfolio, he acquired extensive agency

experience through his work with multinational public relations and communications firms at the commencement of his career.

Born in Dakar (Senegal), Karim is an Italian-Tunisian national and has a Master’s in Economics of Development at the Catholic

University of Louvain-la-Neuve.

MILLICOM SHAREHOLDING AT JANUARY 31, 2024: 32,339 shares

141

1 Refer to section starting on page 127 for outstanding share awards

Mr. Salvador Escalón

Executive Vice President, Chief Legal and Compliance Officer

Salvador became General Counsel in 2013, Executive Vice President in 2015 and Chief Legal and Compliance Officer in 2020.

Salvador joined Millicom as Associate General Counsel Latin America in 2010. From 2006 to 2010, Salvador was Senior Counsel at

Chevron Corporation, with responsibility for legal matters related to Chevron’s downstream operations in Latin America. Previously,

he practiced at the law firms Skadden, Morgan Lewis and Akerman Senterfitt.

Salvador is an American national. He holds a J.D. from Columbia Law School and a B.B.A. in Finance and International Business from

Florida International University.

MILLICOM SHAREHOLDING AT JANUARY 31, 2024 96,629 shares

Principal Accountant Fees and Services

The following table summarizes the aggregate amounts paid to Millicom’s auditors for the years ended December

31, 2023 and 2022.


	2023	2022
	(US$ millions)
Audit fees ...................................................................................................	5.6	5.1
Audit related fees ......................................................................................	0.8	1.3
Tax fees ......................................................................................................	0.2	0.2
Other fees ..................................................................................................	0.3	0.2
Total ...........................................................................................................	6.9	6.8

Audit related services consist principally of consultations related to financial accounting and reporting standards,

including the issuance of comfort letters for debt and bonds. Tax services consist principally of tax advisory services

and tax compliance services. All other fees are for services not included in the other categories. 100% of the audit

related, tax and other fees for 2023 and 2022 were approved by the Audit and Compliance Committee.

Audit and Compliance Committee Pre-approval Policies

The policies and procedures provide that requests for categories of non-audit services by Millicom’s auditors that

have been pre-approved by the Audit and Compliance Committee must be approved by management and

subsequently reported to the Audit and Compliance Committee on at least a quarterly basis, subject to a maximum

annual and individual project cap. Other permitted services not listed in the pre-approved services list ratified by the

Audit and Compliance Committee must be pre-approved by the Audit and Compliance Committee’s Chair in between

the regularly scheduled meetings and subsequently approved by the Audit and Compliance Committee in full (during

scheduled meetings), regardless of the level of fees.

142

Purchases of Equity Securities

The following table provides information about purchases by us and our affiliated purchasers during the fiscal

year ended December 31, 2023 of equity securities that are registered pursuant to Section 12 of the Exchange Act.


Period	(a)Total Number of Shares Purchased(1)	(b)Average Price Paid per Share(2)	(c)Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	(d)Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs(3)
12/01/23 – 12/31/23	282,724	18	282,724	1,717,276
Total	282,724	18	282,724	1,717,276

(1) Amounts expressed in SDRs

(2) Amounts expressed in USD

(3) On December 14, 2023, we announced a share repurchase program for the period between December 18, 2023 and May 22, 2024. Under

the program, the maximum number of Swedish Depository Receipts (SDRs) representing the Company's ordinary shares authorized to be

repurchased was the lower of SEK 420 million (approximately USD 40 million) in aggregate purchase price, or 2,000,000 SDRs.

143

DIRECTOR'S FINANCIAL AND OPERATING

REPORT

Group Performance

In 2023, total revenue for the Group was $5,661 million, a 0.7% increase compared with 2022, reflecting positive revenue

growth in most countries, partially offset by lower revenue in Guatemala, Colombia and Bolivia. Equipment, programming and other

direct costs increased by 0.1% for the year ended December 31, 2023 to $1,507 million, that is, by less than the increase in revenue

due to a change in revenue mix, as revenue from services increased, while revenue from the sale of equipment declined during the

period.

Operating expenses represented 36.1% of revenue, an increase compared with the 33.6% in 2022. This increase is mainly

attributable to unusual items ($87 million for severance and other restructuring costs related to Project Everest and $52 million

related to one-off legal cases, legal costs and applicable value-added taxes related to the subpoenas that we received from the DOJ).

While depreciation was lower, which was mainly attributable to the 2023 prospective change in the useful lives for tower and civil

works assets, amortization was higher, mostly due to the renewal of spectrum licenses in Colombia during 2023. Share of profit in

our Honduras joint venture and Other operating income (expenses), net, both increased, reflecting mainly improved operational

performance and disposal of assets (such as copper wires no longer in use) in 2023, respectively. Operating profit was down 14.2% to

$826 million, a 14.6% margin, as a consequence of the above.

Net financial expenses were $ 684 million, an increase of $85 million compared with last year. The increase mainly reflects the impact

of higher interest rates on our variable debt and commissions on the purchase of U.S. dollars by our operations in Bolivia, partially

offset by a $12 million gain on the repurchase of bonds. Other non-operating (expenses) income, net, increased by $114 million for

the year ended December 31, 2023 mainly due to foreign exchange gains in 2023 compared to foreign exchange losses in 2022.

Profit before taxes was $175 million, as a consequence of the above.

The net tax charge was $424 million, leaving a loss from continuing operations of $249 million for the year.

Our net loss for the year was $245 million and the share of losses of non-controlling interests was $163 million, reflecting our

partners' share of net results in our subsidiaries in Colombia.

The net loss for the year attributable to Millicom owners was $82 million, a loss per share of $0.48.

Share Capital

At December 31, 2023, Millicom had approximately 172.1 million issued and paid-up common shares of par value $1.50 each, of

which approximately 370 thousands were held by the Company as treasury shares (2022: approximately 1.2 million).

During 2023, the Company acquired 282,724 shares through its share repurchase program. It issued approximately 1,352,000 shares

to management and employees under the share-based plans, and issued approximately 95,000 shares to Directors as part of their

annual remuneration.

Distribution to Shareholders and Proposed Distributions

No dividend was paid in 2023 and 2022.

On May 31, 2023, the AGM approved a share buyback program superseding and replacing all other previous share repurchase plans

of Millicom, which are deemed cancelled. Under its terms, the number of shares that may be repurchased between May 31, 2023 and

the date of the AGM to be held in 2024, would not exceed the higher of 10% of the outstanding share capital of the Company as per

the date of the share repurchase program announced by a press release. The purpose of the repurchase program is to reduce

Millicom's share capital, or to use the repurchased shares for meeting obligations arising under Millicom´s employee share based

incentive programs. Payment for the shares would be made in cash.

Financial Risk Management Objectives and Policies

Millicom’s financial risk management policies and objectives, together with a description of the various risks and hedging activities

undertaken by the Group, are set out in Note D, financial risk management, of the consolidated financial statements.

Internal controls and risk management on the preparation of the consolidated financial statements are covered in the Our Corporate

Governance section starting on page 105.

Non-Financial Information

Non-financial information—such as environmental, social and governance—is covered in our "Non-financial information" section,

starting on page 71.

Management and Employees

Beginning in 2022 and throughout 2023 we implemented a broad-based efficiency program ("Project Everest"), and we incurred

severance and other restructuring costs of approximately $87 million in 2023. At December 31, 2023, the Group’s headcount from

continuing operations is approximately 16,500 (2022: 19,446).

144

Financial targets

Millicom’s targets equity free cash flow 1 of at least $550 million in 2024 and around $700 million for the 2022-2024 period, which

compares to our previous 3-year target of around $600 million. Underpinning the increased target and the stronger EFCF outlook in

2024 are expected savings from Project Everest, lower expected capital expenditures and spectrum spend and lower severance.

Excluded from this target are (1) any cash proceeds and related taxes stemming from a potential Lati transaction, (2) cash proceeds

from the Colombia tower transaction, and (3) equity capital contributed by our partner in Colombia.

Risks and Uncertainty Factors

The Group operates in an industry and markets that are characterized by rapid change and are subject to macroeconomic,

competitive and political uncertainty. These conditions create opportunities as well as a degree of risk. Many of the inherent

underlying risks in these markets—including regulatory change (such as tariff controls and taxation), currency fluctuations and

underlying macroeconomic conditions such as inflation—affect the level of disposable income, consumers’ attitudes and demand

for our products and services.

Subsequent Events

Voluntary retirement plan in Colombia

On January 19, 2024, Tigo Colombia announced a voluntary retirement plan for its employees. As of the time of issuance of this

report, Millicom has incurred severance expenses related to this plan of approximately $17 million.

Tower sale

On January 24, 2024, Millicom announced that its subsidiary in Colombia has agreed to sell approximately 1,100 wireless

communications towers to affiliates of investment funds managed by KKR.

Telefonica Costa Rica legal case

On February 13, 2024, the New York Supreme Court granted summary judgment in favor of a breach of contract claim filed by

Telefónica after Millicom terminated the acquisition of Telefónica’s Costa Rican business in 2020. The Court also ruled in favor of

Telefónica’s methodology for calculating pre-judgment interest. As of the time of the issuance of this report, the Court has not yet

determined the exact amount of damages, and a final judgment has not yet been entered. Millicom disagrees with the decision and

continues to believe that it has strong arguments in its favor. Millicom plans to file an appeal of the ruling.

Bond repurchase

Since January 1, 2024 up to the date of these consolidated financial statements, Millicom has continued to repurchase bonds in the

secondary markets for total amounts of $17 million of the 2031 USD 4.5% Senior notes, $64 million of the USD Comcel Senior notes

USD 5.125% and $27 million of the USD 4.500% Senior Notes in Panama.

Share repurchase program

As part of the share repurchase program Millicom has continued to repurchase shares in 2024, acquiring an additional 1,289,776

shares since the beginning of the year to March 7, 2024.

Mobile network combination in Colombia

On February 26, 2024, Tigo Colombia finalized its agreement with Telefonica's subsidiary in Colombia to create a jointly-owned

mobile infrastructure business, which will combine some of our mobile network infrastructure and spectrum assets in Colombia. On

February 26, 2024, Tigo Colombia received final approvals to operate the 5G spectrum purchased in the auction that occurred on

December 20, 2023 enabling Tigo Colombia to launch 5G services which are now available.

Mauricio Ramos

Interim Chairman of the Board of Directors

Luxembourg, March 12, 2024

145

1 Equity free cash flow,is a Non-IFRS alternative performance measure. See Section "Use of Non-IFRS Terms" for more information on these

measures.

Management Responsibility Statement

We, Mauricio Ramos, Executive Director and Chief Executive Officer, and Sheldon Bruha, Chief Financial Officer, confirm

to the best of our knowledge that:

1. the 2023 consolidated financial statements—which have been prepared in accordance with the International

Financial Reporting Standards as adopted by the European Union—give a true and fair view of the assets,

liabilities, financial position and profit or loss of the Millicom Group and the undertakings included in the

consolidation taken as a whole;

2. the annual accounts prepared in accordance with Luxembourg legal and regulatory requirements, included in

this annual report, give a true and fair view of the assets, liabilities, financial position and profit or loss of

Millicom International Cellular S.A.; and

3. the Directors’ financial and operating report on the consolidated financial statements included in this annual

report, which has been combined with the management report on the annual accounts included in this

annual report, gives a fair review of the development and performance of the business; the position of the

Millicom Group; and the undertakings included in the consolidation taken as a whole, together with a

description of the principal risks and uncertainties that the Group faces.

Mauricio Ramos

Interim Chairman of the Board of Directors and Chief Executive Officer

Sheldon Bruha

Chief Financial Officer

Luxembourg, March 12, 2024

146

INDEX TO FINANCIAL STATEMENTS


Audited Consolidated Financial Statements of Millicom International Cellular S.A. at December 31, 2023 and 2022 and for the Years Ended December 31, 2023, 2022 and 2021 ..........................................
Report of independent registered public accounting firm ............................................................................	F-2
Consolidated statement of income for the years ended December 31, 2023, 2022 and 2021 .....................	F-8
Consolidated statement of comprehensive income for the years ended December 31, 2023, 2022 and 2021 ..................................................................................................................................................................	F-9
Consolidated statement of financial position at December 31, 2023 and 2022 ...........................................	F-10
Consolidated statement of cash flows for the years ended December 31, 2023, 2022 and 2021 ................	F-12
Consolidated statement of changes in equity for the years ended December 31, 2023, 2022 and 2021 ....	F-14
Notes to the consolidated financial statements .................................................................................................	F-15

F-1

Independent auditor’s report

To the Shareholders of

Millicom International Cellular S.A.

2, rue du Fort Bourbon

L-1249 Luxembourg

Report on the audit of the consolidated financial statements

Opinion

We have audited the consolidated financial statements of Millicom International Cellular S.A. (“the Group”) included on

page F-8 to F-88, which comprise the consolidated statement of financial position as at December 31, 2023, and the

consolidated statement of comprehensive income, the consolidated statement of changes in equity and the

consolidated statement of cash flows for the year then ended, and the notes to the consolidated financial statements,

including material accounting policy information.

In our opinion, the accompanying consolidated financial statements give a true and fair view of the consolidated

financial position of the Group as at December 31, 2023, and of its consolidated financial performance and

consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards

(“IFRS”) as adopted by the European Union.

Basis for opinion

We conducted our audit in accordance with EU Regulation N° 537/2014, the Law of 23 July 2016 on the audit

profession (“Law of 23 July 2016”) and with International Standards on Auditing (“ISAs”) as adopted for Luxembourg by

the “Commission de Surveillance du Secteur Financier” (“CSSF”). Our responsibilities under the EU Regulation Nº

537/2014, the Law of 23 July 2016 and ISAs as adopted for Luxembourg by the CSSF are further described in the

“Responsibilities of the “réviseur d’entreprises agréé” for the audit of the consolidated financial statements” section of

our report. We are also independent of the Group in accordance with the International Code of Ethics for Professional

Accountants, including International Independence Standards, issued by the International Ethics Standards Board for

Accountants (“IESBA Code”) as adopted for Luxembourg by the CSSF together with the ethical requirements that are

relevant to our audit of the consolidated financial statements, and have fulfilled our other ethical responsibilities under

those ethical requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to

provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the

consolidated financial statements of the current period. These matters were addressed in the context of the audit of

the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a

separate opinion on these matters.

F-2

1. Revenue recognition

Risk Identified

The Group’s revenue consists of mobile and data telephony services, corporate solutions, fixed-line broadband, fixed-

line telephone, cable TV and mobile financial services to retail and business customers. Revenue from these services is

considered a significant risk due to the complexity of the Group’s systems and processes used to record revenue and

the risks associated with recognition and measurement of revenue, arising from the diversity and constant evolution of

tariff plans, marketing offers, and discounts provided to customers. This required an increased extent of audit effort,

including the need for us to involve professionals with expertise in information technology (IT), to identify, test, and

evaluate the Group's systems, software applications, and automated controls.

Our answer

Our audit procedures over revenue included, among others:

◦ We assessed the overall IT control environment and the IT controls in place, assisted by our information

technology professionals.

◦ We evaluated the design and tested the operating effectiveness of controls around access rights, system

development, program changes and IT dependent business controls to establish that changes to the system were

appropriately authorized, developed, and implemented including those over: set-up of customer accounts, pricing

data, segregation of duties and the linkage to usage data that drives revenue recognition.

◦ We tested the end-to-end reconciliation from the billing systems to the general ledger.

◦ We tested journal entries processed between the billing systems and general ledger.

◦ We obtained a sample of customer contracts, including modifications to the contracts, and compared customer

contract terms to the revenue systems.

◦ We assessed the adequacy of the Group’s disclosures included in Note B.1.1. in respect to the accounting policies

on revenue recognition.

2. Uncertain tax positions

Risk Identified

The Group’s operations are subject to income taxes in various jurisdictions resulting in different subjective and

complex interpretation of local tax laws as uncertainty prevails in the emerging market economies in which Millicom is

operating. In addition, the global tax environment worldwide continues to evolve and becomes more complex.

Management exercises judgment in assessing the level of provision required for taxation when such taxes are based on

the interpretation of complex tax laws. The future actual outcome of the decisions concerning these tax exposures may

result in materially higher or lower amounts than the accrual included in the accompanying consolidated financial

statements. Similarly, the recoverability of the carrying amount of the deferred tax assets is assessed periodically and in

particular the capacity to generate sufficient taxable profits to utilize these deferred tax assets and other tax credits as

such recoverability assessment is highly judgmental.

F-3

Our answer

Our procedures included, amongst others:

• We obtained an understanding of and evaluating the design and testing the operating effectiveness of the Group’s

controls relating to uncertain tax positions and the recoverability of the deferred tax assets and other tax credits.

• We tested controls over management’s identification of uncertain tax positions and its application of the

recognition and measurement principles, including management’s review of the inputs and calculations of

uncertain tax positions.

• We tested also controls over management’s evaluation of the significant assumptions used in their fiscal

projections to assess the recoverability of the Group’s deferred tax assets and other tax credits.

• We evaluated the assumptions the Group used to develop its uncertain tax positions and related unrecognized

income tax benefit amounts by jurisdiction.

• We compared the estimated liabilities for unrecognized tax positions to similar positions in prior periods and

assessed management’s consideration of current tax treatments and litigation and trends in similar positions

challenged by tax authorities.

• We assessed the historical accuracy of management’s estimates of its unrecognized tax positions by comparing the

estimates with the resolution of those positions.

• We involved our tax professionals to assist us in evaluating the application of relevant tax laws and the Group’s

interpretation of such laws in its recognition determination

• We tested the completeness and accuracy of the underlying data used by the Group to calculate its uncertain tax

positions.

• We inspected the business plans used in the Group’s analysis of the tax assets’ recoverability, comparing the plans

to those used in other areas of the audit and evaluating the methodology used.

• We evaluated the adequacy of the Group’s disclosures included in Note G.3.2. in relation to these tax matters.

3. Impairment testing of Goodwill

Risk Identified

Under EU-IFRSs, the Group is required to annually test the amount of goodwill for impairment. This annual impairment

test was significant to our audit because the balance of USD 4,107 million as of December 31, 2023, is material to the

consolidated financial statements. In addition, the Group’s assessment process includes significant judgments and is

based on assumptions derived from the Group’s business plans, which are affected by expected future market or

economic conditions. The impairment testing involved complex auditor judgment due to the significant assumptions

used to determine the recoverable values of each of the Group’s cash-generating units.

Our answer

Our audit procedures included, amongst others:

• We obtained an understanding of and evaluating the design and testing the operating effectiveness of the Group’s

controls over its impairment testing.

• We tested controls over management’s evaluation of the significant assumptions used in the discounted cash

flows to develop the recoverable values of each of the Group’s cash-generating units.

• We inspected the business plans and evaluating the methodology used.

• We involved our valuation specialists to assist with our audit procedures to test the discounted cash flows and

management’s valuation methodologies and assumptions discussed above which were used to determine the

recoverable values of the Group’s cash-generating units.

• We asked our valuation specialists to assist us in assessing whether the underlying assumptions used by

management were consistent with publicly available information and external market data.

• We assessed the completeness and accuracy of the underlying data through our inspection of and comparison to

historical information

• We evaluated the adequacy of the Group’s disclosures included in Note E.1.6. in relation to goodwill.

F-4

Other information

The Board of Directors is responsible for the other information. The other information comprises the information

included in the Directors' report on page 144 and the accompanying corporate governance statement on pages 105 to

142 but does not include the consolidated financial statements and our report of “réviseur d’entreprises agréé”

thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any

form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other

information and, in doing so, consider whether the other information is materially inconsistent with the consolidated

financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based

on the work we have performed, we conclude that there is a material misstatement of this other information, we are

required to report this fact. We have nothing to report in this regard.

Responsibilities of the Board of Directors and of those charged with governance for the consolidated financial

statements

The Board of Directors is responsible for the preparation and fair presentation of the consolidated financial statements

in accordance with IFRS as adopted by the European Union and for such internal control as the Board of Directors

determines is necessary to enable the preparation of consolidated financial statements that are free from material

misstatement, whether due to fraud or error.

The Board of Directors is also responsible for presenting and marking up the consolidated financial statements in

compliance with the requirements set out in the Delegated Regulation 2019/815 on European Single Electronic

Format, as amended (“ESEF Regulation”).

In preparing the consolidated financial statements, the Board of Directors is responsible for assessing the Group’s

ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going

concern basis of accounting unless the Board of Directors either intends to liquidate the Group or to cease operations,

or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Group’s financial reporting process.

Responsibilities of the “réviseur d’entreprises agréé” for the audit of the consolidated financial statements

The objectives of our audit are to obtain reasonable assurance about whether the consolidated financial statements as

a whole are free from material misstatement, whether due to fraud or error, and to issue a report of the “réviseur

d’entreprises agréé” that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee

that an audit conducted in accordance with EU Regulation N° 537/2014, the Law of 23 July 2016 and with the ISAs as

adopted for Luxembourg by the CSSF will always detect a material misstatement when it exists. Misstatements can

arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be

expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with EU Regulation N° 537/2014, the Law of 23 July 2016 and with ISAs as adopted for

Luxembourg by the CSSF, we exercise professional judgment and maintain professional skepticism throughout the

audit. We also:

▪ Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to

fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is

sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement

resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional

omissions, misrepresentations, or the override of internal control.

F-5

▪ Obtain an understanding of internal control relevant to the audit 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

Group’s internal control.

▪ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and

related disclosures made by the Management.

▪ Conclude on the appropriateness of Management use of the going concern basis of accounting and, based on the

audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast

significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty

exists, we are required to draw attention in our report of the “réviseur d’entreprises agréé” to the related disclosures

in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our

conclusions are based on the audit evidence obtained up to the date of our report of the “réviseur d’entreprises

agréé”. However, future events or conditions may cause the Group to cease to continue as a going concern.

▪ Evaluate the overall presentation, structure and content of the consolidated financial statements, including the

disclosures, and whether the consolidated financial statements represent the underlying transactions and events in

a manner that achieves fair presentation.

▪ Assess whether the consolidated financial statements have been prepared, in all material respects, in compliance

with the requirements laid down in the ESEF Regulation.

▪ Obtain sufficient appropriate audit evidence regarding the financial information of the entities and business

activities within the Group to express an opinion on the consolidated financial statements. We are responsible for

the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing

of the audit and significant audit findings, including any significant deficiencies in internal control that we identify

during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical

requirements regarding independence and communicate to them all relationships and other matters that may

reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most

significance in the audit of the consolidated financial statements of the current period and are therefore the key audit

matters. We describe these matters in our report unless law or regulation precludes public disclosure about the matter.

Report on other legal and regulatory requirements

We have been appointed as “réviseur d’entreprises agréé” by the General Meeting of the Shareholders on May 31,

2023, and the duration of our uninterrupted engagement, including previous renewals and reappointments, is 12

years.

The Directors' report on page 144 is consistent with the consolidated financial statements and has been prepared in

accordance with applicable legal requirements.

The accompanying corporate governance statement on pages 105 to 142 is the responsibility of the Board of Directors.

The information required by article 68ter paragraph (1) letters c) and d) of the law of 19 December 2002 on the

commercial and companies register and on the accounting records and annual accounts of undertakings, as amended,

is consistent with the consolidated financial statements and has been prepared in accordance with applicable legal

requirements.

F-6

We have checked the compliance of the consolidated financial statements of the Group as at December 31, 2023,

with relevant statutory requirements set out in the ESEF Regulation that are applicable to the financial statements. For

the

Group, it relates to:

• Financial statements prepared in valid xHTML format;

• The XBRL markup of the consolidated financial statements using the core taxonomy and the common rules on

markups specified in the ESEF Regulation

In our opinion, the consolidated financial statements of the Group as at December 31, 2023, identified as

tigo-2023-12-31-en, have been prepared, in all material respects, in compliance with the requirements laid down in the

ESEF Regulation.

We confirm that the audit opinion is consistent with the additional report to the audit committee or equivalent.

We confirm that the prohibited non-audit services referred to in EU Regulation No 537/2014 were not provided and

that we remained independent of the Group in conducting the audit.

Ernst & Young

Société anonyme

Cabinet de révision agréé

Bruno Di Bartolomeo

Luxembourg, March 12, 2024

F-7

Consolidated statement of income for the years ended December 31, 2023,

2022 and 2021


	Notes	2023	2022	2021(ii)
		(US$ millions)
Revenue ....................................................................................................................	B.1.	5,661	5,624	4,261
Equipment, programming and other direct costs (i) ..............................................	B.2.	(1,507)	(1,506)	(1,197)
Operating expenses .................................................................................................	B.2.	(2,043)	(1,890)	(1,546)
Depreciation ............................................................................................................	E.2.2., E.3.	(978)	(999)	(804)
Amortization ............................................................................................................	E.1.3.	(360)	(345)	(310)
Share of profit in joint ventures ..............................................................................	A.2.	42	32	210
Other operating income (expenses), net ................................................................	B.2.	10	(2)	5
Operating profit .....................................................................................................		826	915	619
Interest and other financial expenses .....................................................................	C.3.3., E.3.	(712)	(617)	(495)
Interest and other financial income ........................................................................	C.3.1.	28	18	23
Revaluation of previously held interests in Guatemala ..........................................	A.1.2.	—	—	670
Other non-operating (expenses) income, net ........................................................	B.5., C.7.3.	36	(78)	(49)
Profit (loss) from other joint ventures and associates, net .....................................	A.2., A.3.	(3)	—	(40)
Profit (loss) before taxes from continuing operations .....................................		175	238	728
Tax expense .............................................................................................................	B.6.	(424)	(222)	(158)
Profit (loss) from continuing operations ............................................................		(249)	16	570
Profit (loss) from discontinued operations, net of tax ............................................	E.4.2.	4	113	(28)
Net profit (loss) for the year .................................................................................		(245)	129	542

Attributable to:
Owners of the Company ..........................................................................................		(82)	177	590
Non-controlling interests ........................................................................................	A.1.4.	(163)	(48)	(48)

Earnings per common share for profit attributable to the owners of the Company	B.7.
Basic ($ per share) ....................................................................................................		(0.48)	1.27	4.59
Diluted ($ per share) ................................................................................................		(0.48)	1.27	4.57

(i) The presentation of the statement of income for all periods presented has been amended as follows to provide more relevant information: (a) the sub-

total 'Gross Profit' has been removed, and (b) the line 'Cost of sales' has been renamed as 'Equipment, programming and other direct costs'.

(ii)2023 and 2022 yearly figures are not directly comparable with 2021 yearly figures as Tigo Guatemala is fully consolidated since the acquisition of the

remaining 45% shareholding on November 12, 2021. See note A.1.2. for further details.

The accompanying notes are an integral part of these consolidated financial statements.


Consolidated financial statements for the years ended December 31, 2023, 2022 and 2021

F-8

Consolidated statement of comprehensive income for the years ended

December 31, 2023, 2022 and 2021


	2023	2022	2021
	(US$ millions)
Net profit (loss) for the year ................................................................................................................	(245)	129	542
Other comprehensive income (to be reclassified to statement of income in subsequent periods), net of tax:
Exchange differences on translating foreign operations ..................................................................	33	19	(51)
Change in value of cash flow hedges, net of tax effects ....................................................................	(10)	9	17
Other comprehensive income (not to be reclassified to the statement of income in subsequent periods), net of tax:
Remeasurements of post-employment benefit obligations, net of tax effects ................................	(2)	(2)	1
Total comprehensive income (loss) for the year ...........................................................................	(223)	155	509
Attributable to:
Owners of the Company .....................................................................................................................	(35)	204	566
Non-controlling interests ....................................................................................................................	(188)	(49)	(57)
Total comprehensive income (loss) for the year arises from:
Continuing operations ........................................................................................................................	(228)	42	536
Discontinued operations ....................................................................................................................	4	113	(27)

The accompanying notes are an integral part of these consolidated financial statements.


Consolidated financial statements for the years ended December 31, 2023, 2022 and 2021

F-9

Consolidated statement of financial position at December 31, 2023 and 2022


	Notes	December 31, 2023	December 31, 2022
		(US$ millions)
ASSETS
NON-CURRENT ASSETS
Intangible assets, net .....................................................................................................................	E.1.	7,785	7,361
Property, plant and equipment, net ..............................................................................................	E.2.	3,107	2,989
Right of use assets, net ...................................................................................................................	E.3.	896	884
Investment in Honduras joint venture ..........................................................................................	A.2.	576	590
Contract costs, net ..........................................................................................................................	F.5.	12	10
Deferred tax assets .........................................................................................................................	B.6.	141	204
Derivative financial instruments ....................................................................................................	D.1.2.	—	19
Other non-current assets ...............................................................................................................		84	76
TOTAL NON-CURRENT ASSETS ...................................................................................................		12,601	12,133

CURRENT ASSETS
Inventories ......................................................................................................................................	F.2.	45	53
Trade receivables, net ....................................................................................................................	F.1.	443	379
Contract assets, net ........................................................................................................................	F.5.	82	77
Amounts due from non-controlling interests, associates and joint ventures .............................	G.5.	12	15
Derivative financial instruments ....................................................................................................	D.1.2.	6	—
Prepayments and accrued income ................................................................................................		168	117
Current income tax assets ..............................................................................................................		118	111
Supplier advances for capital expenditure ...................................................................................		21	21
Other current assets .......................................................................................................................		190	197
Restricted cash ...............................................................................................................................	C.5.	56	57
Cash and cash equivalents .............................................................................................................	C.5.	775	1,039
TOTAL CURRENT ASSETS .............................................................................................................		1,915	2,065
TOTAL ASSETS ..............................................................................................................................		14,516	14,198

The accompanying notes are an integral part of these consolidated financial statements.


Consolidated financial statements for the years ended December 31, 2023, 2022 and 2021

F-10

Consolidated statement of financial position at December 31, 2023 and 2022


	Notes	December 31, 2023	December 31, 2022
		(US$ millions)
EQUITY AND LIABILITIES
EQUITY
Share capital and premium ......................................................................................................	C.1.	1,334	1,343
Treasury shares .........................................................................................................................		(8)	(47)
Other reserves ...........................................................................................................................	C.1.	(500)	(559)
Retained profits ........................................................................................................................		2,785	2,691
Net profit/ (loss) for the year attributable to owners of the Company ...................................		(82)	177
Equity attributable to owners of the Company ..................................................................		3,529	3,605
Non-controlling interests .........................................................................................................	A.1.4.	(84)	29
TOTAL EQUITY .........................................................................................................................		3,445	3,634

LIABILITIES
NON-CURRENT LIABILITIES
Debt and financing ...................................................................................................................	C.3.	6,476	6,624
Lease liabilities ..........................................................................................................................	C.4.	854	853
Derivative financial instruments ..............................................................................................	D.1.2.	46	53
Amounts due to non-controlling interests, associates and joint ventures ............................	G.5.	12	—
Payables and accruals for capital expenditure ........................................................................	F.4.3.	885	473
Provisions and other non-current liabilities ............................................................................	F.4.2.	330	295
Deferred tax liabilities ...............................................................................................................	B.6.	140	148
TOTAL NON-CURRENT LIABILITIES .......................................................................................		8,742	8,445

CURRENT LIABILITIES
Debt and financing ...................................................................................................................	C.3.	221	180
Lease liabilities ..........................................................................................................................	C.4.	189	163
Put option liability ....................................................................................................................	C.7.4.	86	—
Payables and accruals for capital expenditure ........................................................................		314	428
Other trade payables ................................................................................................................		390	400
Amounts due to non-controlling interests, associates and joint ventures ............................	G.5.	62	58
Accrued interest and other expenses ......................................................................................		444	412
Current income tax liabilities ...................................................................................................		93	86
Contract liabilities .....................................................................................................................	F.5.	156	88
Provisions and other current liabilities ....................................................................................	F.4.1.	374	305
TOTAL CURRENT LIABILITIES ................................................................................................		2,329	2,119
TOTAL LIABILITIES ..................................................................................................................		11,071	10,565
TOTAL EQUITY AND LIABILITIES ...........................................................................................		14,516	14,198

The accompanying notes are an integral part of these consolidated financial statements.


Consolidated financial statements for the years ended December 31, 2023, 2022 and 2021

F-11

Consolidated statement of cash flows for the years ended December 31, 2023,

2022 and 2021


	Notes	2023	2022	2021
		(US$ millions)
Cash flows from operating activities (including discontinued operations)
Profit before taxes from continuing operations ............................................................		175	238	728
Profit before taxes from discontinued operations ..........................................................	E.4.2.	4	116	3
Profit before taxes ..............................................................................................................		179	354	731
Adjustments to reconcile to net cash:
Interest expense on leases ...............................................................................................		117	131	131
Interest expense on debt and other financing ...............................................................		595	497	400
Interest and other financial income ................................................................................		(28)	(18)	(23)
Adjustments for non-cash items:
Depreciation and amortization ......................................................................................	E.1., E.2., E.3.	1,338	1,364	1,196
Share of profit in joint ventures .......................................................................................	A.2.	(42)	(32)	(210)
Gain on disposal and impairment of assets, net ............................................................	B.2., E.4.2.	(10)	(122)	(6)
Share-based compensation ...........................................................................................	C.1.	52	29	17
Revaluation of previously held interest in Guatemala ...................................................	A.1.2.	—	—	(670)
Loss from other associates and joint ventures, net ........................................................	A.3.	3	—	39
Other non-cash non-operating (income) expenses, net ...............................................	B.5.	(36)	77	50
Changes in working capital: .........................................................................................
Decrease (increase) in trade receivables, prepayments and other current assets, net .		(245)	(104)	(93)
Decrease (increase) in inventories ..................................................................................		11	5	9
Increase (decrease) in trade and other payables, net .....................................................		47	(37)	6
Changes in contract assets, liabilities and costs, net ......................................................		65	(14)	(5)
Total changes in working capital ................................................................................		(123)	(151)	(81)
Interest paid on leases .....................................................................................................		(115)	(128)	(140)
Interest paid on debt and other financing ......................................................................		(505)	(411)	(355)
Interest received ..............................................................................................................		31	8	4
Taxes paid .........................................................................................................................		(233)	(316)	(127)
Net cash provided by operating activities .....................................................................		1,223	1,284	956
Cash flows from investing activities (including discontinued operations):
Acquisition of subsidiaries, joint ventures and associates, net of cash acquired .........	A.1.	—	(283)	(2,000)
Financing exit from the Ghana joint venture ..................................................................	A.2.2.	—	—	(37)
Proceeds from the disposal of subsidiaries and associates ............................................		—	152	30
Purchase of spectrum and licenses .................................................................................		(236)	(93)	(37)
Purchase of other intangible assets ................................................................................	E.1.4.	(133)	(179)	(98)
Purchase of property, plant and equipment ..................................................................	E.2.3.	(814)	(800)	(740)
Proceeds from sale of property, plant and equipment .................................................	E.2.	17	21	11
Proceeds from disposal of equity investments, net of costs ..........................................	C.7.3.	—	—	163
Dividends and dividend advances received from joint ventures and associates ........	A.2.2.	63	10	13
Settlement of derivative financial instruments ..............................................................		(26)	11	—
Transfer (to) / from pledge deposits, net ........................................................................	C.5.3.	(6)	33	(33)
Loans granted within the Tigo Money lending activity, net ..........................................		(4)	(3)	—


Consolidated financial statements for the years ended December 31, 2023, 2022 and 2021

F-12


	Notes	2023	2022	2021
Cash (used in) provided by other investing activities, net .............................................	D.1.2.	24	25	26
Net cash used in investing activities ..............................................................................		(1,116)	(1,104)	(2,703)
Cash flows from financing activities (including discontinued operations):
Proceeds from debt and other financing .......................................................................	C.6.	362	1,570	3,113
Repayment of debt and other financing ........................................................................	C.6.	(632)	(2,127)	(1,335)
Loan repayment from joint venture ................................................................................		—	—	193
Lease capital repayment ..................................................................................................	C.6.	(177)	(157)	(137)
Capital injection in subsidiary (Non-controlling interests' portion) ..............................	C.7.4.	74	—	—
Proceeds from the rights offering, net of costs ...............................................................	C.1.	—	717	—
Advances and dividends paid to non-controlling interests	A.1./A.2.	—	(4)	(6)
Share repurchase program ..............................................................................................		(5)	—	(50)
Net cash from (used in) financing activities ....................................................................		(377)	(1)	1,777
Exchange impact on cash and cash equivalents, net .....................................................		6	(11)	(10)
Net increase (decrease) in cash and cash equivalents ..................................................		(264)	168	20
Cash and cash equivalents at the beginning of the year ...............................................		1,039	895	875
Effect of cash in disposal group held for sale ..................................................................	E.4.2.	—	(24)	—
Cash and cash equivalents at the end of the year .........................................................		775	1,039	895

The accompanying notes are an integral part of these consolidated financial statements.


Consolidated financial statements for the years ended December 31, 2023, 2022 and 2021

F-13

Consolidated statement of changes in equity for the years ended December 31, 2023, 2022 and 2021


	Number of shares (000’s)(iii)	Number of shares held by the Group (000’s)	Share capital (i)	Share premium (i)	Treasury shares	Retained profits(ii)	Other reserves (i)	Total	Non- controlling interests	Total equity
	(US$ millions)
Balance on January 1, 2021 ..........................................................................................	101,739	(526)	153	478	(30)	2,020	(562)	2,059	215	2,274
Total comprehensive income/ (loss) for the year ...........................................................	—	—	—	—	—	590	(25)	566	(57)	509
Dividends to non-controlling interests ...........................................................................	—	—	—	—	—	—	—	—	(3)	(3)
Purchase of treasury shares (iv) .......................................................................................	—	(1,471)	—	—	(56)	2	—	(54)	—	(54)
Share based compensation (i) .........................................................................................	—	—	—	—	—	—	18	18	1	19
Issuance of shares under share-based payment schemes .............................................	—	459	—	(2)	26	2	(25)	1	—	1
Change in scope of consolidation(v) ...............................................................................	—	—	—	—	—	(5)	—	(5)	—	(5)
Balance on December 31, 2021 ....................................................................................	101,739	(1,538)	153	476	(60)	2,609	(594)	2,583	157	2,740
Total comprehensive income/ (loss) for the year ...........................................................	—	—	—	—	—	177	27	204	(49)	155
Effects of rights offering (i) ...............................................................................................	70,357	—	106	611	—	—	—	717	—	717
Dividends to non controlling interest .............................................................................	—	—	—	—	—	—	—	—	(2)	(2)
Purchase of treasury shares .............................................................................................	—	(93)	—	—	(4)	1	—	(3)	—	(3)
Share based compensation (i) .........................................................................................	—	—	—	—	—	—	25	25	1	26
Issuance of shares under share-based payment schemes .............................................	—	419	—	(2)	16	4	(17)	1	—	1
Effect of the buy-out of non-controlling interests in Panama-(note 3) (vi) ....................	—	—	—	—	—	78	—	78	(78)	—
Balance on December 31, 2022 ....................................................................................	172,096	(1,213)	258	1,085	(47)	2,868	(559)	3,605	29	3,634
Total comprehensive income/ (loss) for the year ...........................................................	—	—	—	—	—	(82)	47	(35)	(188)	(223)
Transfer to legal reserve ...................................................................................................	—	—	—	—	—	(2)	2	—	—	—
Purchase of treasury shares (iv) .......................................................................................	—	(604)	—	—	(18)	7	—	(10)	—	(10)
Share based compensation (i) .........................................................................................	—	—	—	—	—	—	50	50	1	52
Issuance of shares under share-based payment schemes .............................................	—	1,447	—	(9)	57	(7)	(40)	1	—	1
Effect of the buy-out of non-controlling interests in Panama ........................................	—	—	—	—	—	(1)	—	(1)	—	—
Put Option reserve (vi) .....................................................................................................	—	—	—	—	—	(81)	—	(81)	—	(81)
Capital injection in subsidiary (vi) ....................................................................................	—	—	—	—	—	—	—	—	74	74
Balance on December 31, 2023 ....................................................................................	172,096	(370)	258	1,076	(8)	2,703	(500)	3,529	(84)	3,445

(i) Share capital, share premium (including the effects of rights offering) and other reserves (including share-based compensation) – see note C.1.

(ii) Retained profits – includes profit for the year attributable to equity holders, of which $491 million (2022: $472 million; 2021: $486 million) are not distributable to equity holders.

(iii) The authorized share capital amounts to $300 million divided into 200 million shares with a par value of $1.50 each following the extraordinary general meeting held on February 28, 2022.

(iv) During the year ended December 31, 2023, Millicom repurchased 282,724 shares for a total amount of $5 million and withheld approximately 320,985 shares for the settlement of tax obligations on behalf of

employees under share-based compensation plans (2022: 93,413; 2021: 1,470,875)

(v) Cloud 2 Nube S.A. was a subsidiary owned by the Group at 55% and already fully consolidated as Millicom had control over it. As a result, in accordance with IFRS 10, the acquisition of the remaining 45% in

Cloud 2 Nube S.A. that occurred on November 12, 2021, has been treated as an equity transaction and non-controlling interests amounting to less than $1 million were transferred to the Group's equity

against a purchase consideration of $5 million.

(vi) See note C.7.4.

The accompanying notes are an integral part of these consolidated financial statements.


Consolidated financial statements for the years ended December 31, 2023, 2022 and 2021

F-14

Introduction

Corporate Information

Millicom International Cellular S.A. (the “Company” or “MIC S.A.”), a Luxembourg Société Anonyme, and its subsidiaries, joint

ventures and associates (the “Group” or “Millicom”) is a provider of cable and mobile services dedicated to emerging markets in Latin

America. Millicom provides high speed broadband and innovation around The Digital Lifestyle® services through its principal brand

Tigo.

The Company’s shares are traded as Swedish Depositary Receipts on the Stockholm stock exchange under the symbol TIGO SDB

(formerly MIC SDB) and, since January 9, 2019, on the Nasdaq Stock Market in the U.S. under the ticker symbol TIGO. 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.

On March 7, 2024, the Board of Directors authorized these consolidated financial statements for issuance.

Business activities

Millicom operates its mobile businesses in Latin America (Bolivia, Colombia, El Salvador, Guatemala, Honduras, Nicaragua, Panama

and Paraguay). Millicom operates various cable and fixed line businesses in Latin America (Bolivia, Colombia, Costa Rica, El Salvador,

Guatemala, Honduras, Nicaragua, Panama and Paraguay). Millicom also provides direct to home satellite service in most of its

markets. Millicom also provides Mobile Financial Services (MFS) and tower infrastructure and services.

During the latter half of 2023, Millicom implemented significant organizational changes to focus on driving profitable growth with a

lean corporate structure. The Group also adopted a decentralized approach to streamline decision-making processes and enhance

agility to improve profitability and shareholder value.

Due to these organizational changes, and considering the information now being reviewed by the Chief Operating Decision Maker

(the "CODM") to assess performance and allocate resources, Millicom's operating segments were redefined to align with its countries

of operation. The Honduras joint venture - and Guatemala's joint venture up to November 12, 2021 when the acquisition of the

remaining 45% equity interest completed - performance is reviewed by the CODM in a similar manner as for the Group’s fully owned

operations and is therefore also shown as a separate operating segment at 100%. However, these amounts are subsequently

eliminated in order to reconcile with the Group consolidated numbers, as shown in the reconciliations included in note B.3.

Segmental information).

Current macroeconomic environment

Inflation across the region has continued to decline in line with global trends. Nevertheless, interest rates remain high,

impacting the Group's variable interest rate debt and financing. This is particularly visible for the Group's operations in

Colombia where inflation has remained elevated near 11% and where a significant portion of the debt is at variable interest

rates.

Over the past year, the Group has taken meaningful steps to mitigate these impacts, including the implementation of numerous

price increases, cost efficiency and investment optimization initiatives, which position the Group to sustain positive service revenue

and cash flow growth going forward.

The Group continues to monitor the developments of the aforementioned events and their potential impact on performance and

accounting considerations.

Climate-related risks

As already publicly announced and discussed elsewhere in our external reporting, our goal is to raise the bar on the Group’s

contribution on environmental, societal and governance matters. In particular, the Group has committed to short-term goals

validated by the Science Based Targets initiative (SBTi). The Group is also committed to the long-term goal of net zero emissions by

or before 2050. Although there is no single explicit standard on climate-related matters under IFRS, climate risk and other climate-

related matters may impact a number of areas of accounting. Up to now, the Group has not been significantly impacted by climate

change, and, currently, management has not considered the climate-related risks as part of the Group's top twelve key risks.

Nevertheless, management will continue monitoring every year the potential risks resulting from the effects of climate change in the

form of natural disasters, such as extreme weather events affecting our 'Networks and infrastructure resilience'. So far, management

has not identified nor considered any material impacts of climate change on assumptions used (e.g. for impairment tests, fair value

measurement, etc.) and on the Group's financial reporting (e.g. provisions, fixed assets, etc.).


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-15

IFRS Consolidated Financial Statements

Basis of preparation

These financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by

the International Accounting Standard Board ("IASB") and in accordance with IFRS as adopted by the European Union. These

financial statements have been prepared on a historical cost basis, except for certain items including derivative financial instruments

(measured at fair value) and financial instruments that contain obligations to purchase own equity instruments (measured at the

present value of the redemption price).

This section contains the Group’s material accounting policies that relate to the financial statements as a whole. Material accounting

policies specific to one note are included within that note.

Consolidation

The consolidated financial statements of the Group comprise the financial statements of the Company and its subsidiaries as of

December 31 of each year. The financial statements of the subsidiaries are prepared for the same reporting year as the Company,

using consistent accounting policies. All intra-group balances, transactions, income and expenses, and profits and losses resulting

from intra-group transactions are eliminated.

Foreign currency

Financial information in these financial statements are shown in the US dollar presentation currency of the Group and rounded to

the nearest million (US$ million) except where otherwise indicated. The financial statements of each of the Group’s entities are

measured using the currency of the primary economic environment in which each entity operates (the functional currency). The

functional currency of each subsidiary, joint venture and associate reflects the economic substance of the underlying events and

circumstances of these entities. Except for El Salvador where the functional currency is US dollar, the functional currency in other

countries is the local currency.

The results and financial position of all Group entities (none of which operate in an economy with a hyperinflationary environment)

with functional currency other than the US dollar presentation currency are translated into the presentation currency as follows:

(i)Assets and liabilities are translated at the closing rate on the date of the statement of financial position;

(ii)Income and expenses are translated at average exchange rates (unless this average is not a reasonable approximation of the

cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the

dates of the transactions); and

(iii)All resulting exchange differences are recognized as a separate component of equity (currency translation reserve), in the

caption “Other reserves”.

On consolidation, exchange differences arising from the translation of net investments in foreign operations, and of borrowings and

other currency instruments designated as hedges of such investments, are recorded in equity. When the Group disposes of or loses

control or significant influence over a foreign operation, exchange differences that were recorded in equity are recognized in the

consolidated statement of income as part of gain or loss on sale or loss of control and/or significant influence.

Goodwill and fair value adjustments arising on acquisition of a foreign operation are treated as assets and liabilities of the foreign

operation and translated at the closing rate.


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-16

The following table presents functional currency translation rates for the Group’s locations to the US dollar on December 31, 2023

and 2022 and the average rates for the years ended December 31, 2023, 2022 and 2021.


Exchange Rates to the US Dollar	Functional Currency	2023 Year- end Rate	2022 Year- end Rate	Change %	2023 Average Rate	2022 Average Rate	Change %	2021 Average Rate
Bolivia ........................	Boliviano (BOB)	6.91	6.91	—%	6.91	6.91	—%	6.91
Colombia ...................	Peso (COP)	3,822	4,810	25.9%	4,313	4,254	(1.4)%	3,756
Costa Rica ...................	Costa Rican Colon (CRC)	527	602	14.3%	550	650	18.2%	625
El Salvador .................	US dollar	n/a	n/a	n/a	n/a	n/a	n/a	n/a
Guatemala .................	Quetzal (GTQ)	7.83	7.85	0.3%	7.84	7.75	(1.1)%	7.74
Honduras ...................	Lempira (HNL)	24.71	24.66	(0.2)%	24.66	24.56	(0.4)%	24.12
Luxembourg ..............	Euro (EUR)	0.91	0.93	3.1%	0.93	0.95	2.2%	0.85
Nicaragua ...................	Cordoba (NIO)	36.62	36.23	(1.1)%	36.44	35.87	(1.6)%	35.17
Panama ......................	Balboa (B/.) (i)	n/a	n/a	n/a	n/a	n/a	n/a	n/a
Paraguay ....................	Guarani (PYG)	7,278	7,346	0.9%	7,299	7,008	(4.0)%	6,790
Sweden ......................	Krona (SEK)	10.07	10.43	3.5%	10.60	10.07	(5.0)%	8.59
United Kingdom ........	Pound (GBP)	0.79	0.83	5.4%	0.80	0.81	0.5%	0.73

(i) the balboa is tied to the United States dollar at an exchange rate of 1:1.

New and amended IFRS accounting standards

The following changes to standards have been adopted by the Group and did not have any significant impact on the Group’s

accounting policies or disclosures and did not require retrospective adjustments:

◦ Amendments to IAS 1, 'Disclosure of Accounting Policies' that are intended to help preparers in deciding which accounting

policies to disclose in their financial statements.

◦ IAS 8, 'Accounting Policies, Changes in Accounting Estimates and Errors' - Definition of accounting estimates.

◦ Amendments to IAS 12, 'Income Taxes: Deferred tax related to Assets and liabilities arising from a Single Transaction' - These

amendments clarify that the initial recognition exception does not apply to the initial recognition of leases and

decommissioning obligations. These amendments apply prospectively to transactions that occur on or after the beginning of

the earliest comparative period presented. In addition, an entity should apply the amendments for the first time by recognizing

deferred tax for all temporary differences related to leases and decommissioning obligations at the beginning of the earliest

comparative period presented. The Group was already recognizing the deferred tax on leases and therefore, the adoption of

these amendments did not have an impact for the Group.

◦ Amendments to IAS 12, 'Income taxes: International Tax Reform – Pillar Two Model Rules': These amendments give companies

temporary relief from accounting for deferred taxes arising from the Organisation for Economic Co-operation and

Development’s (OECD) international tax reform. The amendments also introduce targeted disclosure requirements for affected

companies. The potential impact of Pillar Two Model rules and the adoption of these amendments is further detailed below.

Amendments effective for annual periods starting on or after January 1, 2024 that are not expected to have a significant impact on

the Group consolidated financial statements are:

◦ Amendments to IFRS 16 'Leases: Lease Liability in a Sale and Leaseback': The amendment specifies the requirements that a

seller-lessee uses in measuring the lease liability arising in a sale and leaseback transaction, to ensure the seller-lessee does not

recognize any amount of the gain or loss that relates to the right of use it retains.

◦ Amendments to IAS 1, 'Presentation of Financial Statements': These amendments aim to improve the information an entity

provides when its right to defer settlement of a liability is subject to compliance with covenants within twelve months after the

reporting period.

◦ Amendments to IAS 7, 'Statement of Cash Flows' and IFRS 7, 'Financial Instruments: Disclosures: Supplier Finance

Arrangements' (not yet endorsed by the EU): These amendments require disclosures to enhance the transparency of supplier

finance arrangements and their effects on a company’s liabilities, cash flows and exposure to liquidity risk. The disclosure

requirements are the IASB’s response to investors’ concerns that some companies’ supplier finance arrangements are not

sufficiently visible, hindering investors’ analysis.

The following changes to standards are effective for annual periods starting on January 1, 2025 and their potential impact on the

Group consolidated financial statements is currently being assessed by management:


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-17

◦ Amendments to IAS 21, 'The Effects of Changes in Foreign Exchange Rates': Lack of Exchangeability (not yet endorsed by the

EU): These amendments help entities to determine whether a currency is exchangeable into another currency, and the spot

exchange rate to use when it is not.

Judgments and critical estimates

The preparation of IFRS financial statements requires management to use judgment in applying accounting policies. It also requires

the use of certain critical accounting estimates and assumptions that affect the reported amounts of assets and liabilities, and

disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and

expenses during the reporting period. These estimates are based on management's best knowledge of current events, actions and

best estimates as of a specified date, and actual results may ultimately differ from these estimates. Areas involving a higher degree of

judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in each

note and are summarized below:

Judgments

Management applies judgment in accounting treatment and accounting policies in preparation of these financial statements. In

particular, a significant level of judgment is applied regarding the following items:

•Acquisitions – measurement at fair value of existing and newly identified assets, including the measurement of property,

plant and equipment and intangible assets (e.g. particularly the customer lists being sensitive to significant assumptions as

disclosed in note A.1.2.), liabilities, contingent liabilities and remaining goodwill; the assessment of useful lives (see notes

A.1.2., E.1.1., E.1.5., E.2.1.);

•Impairment testing – key assumptions related to future business performance, perpetual growth rates and discount rates

(see notes E.1.2., E.1.6., E.2.2.);

•Revenue recognition – whether or not the Group acts as principal or as an agent, when there is one or several

performance obligations and the determination of stand-alone selling prices (see note B.1.1.);

•Contingent liabilities – whether or not a provision should be recorded for any potential liabilities (see note G.3.);

•Leases – In determining the lease term, including the assessment of whether the exercise of extension or termination

options is reasonably certain and the corresponding impact on the selected lease term (see note E.3.);

•Control – whether Millicom, through voting rights and potential voting rights attached to shares held, or by way of

shareholders’ agreements or other factors, has the ability to direct the relevant activities of the subsidiaries it consolidates,

or jointly direct the relevant activities of its joint ventures (see notes A.1., A.2.);

•Discontinued operations and assets held for sale – definition, classification and presentation (see notes A.4., E.4.1.) as

well as measurement of potential provisions related to indemnities;

•Deferred tax assets – recognition based on likely timing and level of future taxable profits together with future tax

planning strategies (see notes B.6.3.and G.3.2.);

•Defined benefit obligations – key assumptions related to life expectancies, salary increases and leaving rates, mainly

related to UNE Colombia (see note B.4.3.).

Estimates

Estimates are based on historical experience and other factors, including reasonable expectations of future events, such as current

macro-economic challenges. These factors are reviewed in preparation of the financial statements although, due to inherent

uncertainties in the evaluation process, actual results may differ from original estimates. Estimates are subject to change as new

information becomes available and may significantly affect future operating results. Significant estimates have been applied in

respect of the following items:

•Accounting for property, plant and equipment, and intangible assets in determining fair values at acquisition dates,

particularly for assets acquired in business combinations and sale and leaseback transactions (see notes A.1.and E.2.1.);

•Useful lives of property, plant and equipment and intangible assets (see notes E.1.1., E.2.1.);

•Provisions, in particular provisions for asset retirement obligations, restructuring, legal and tax risks (see notes F.4. and

B.4.);

•Tax liabilities, in particular in respect of uncertainty over income tax treatments (see note F.4.);

•Revenue recognition (see note B.1.1.);

•Impairment testing including weighted average cost of capital ("WACC"), EBITDA margins, Capex intensity and long term

growth rates (see note E.1.6.);

•For leases, estimates in determining the incremental borrowing rate for discounting the lease payments in case interest

rate implicit in the lease cannot be determined (see note E.3. );

•Estimates for defined benefit obligations (see note B.4.2.);


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-18

•Accounting for share-based compensation in particular estimates of forfeitures and future performance criteria (see notes

B.4.1., B.4.3.).

Change in accounting estimate

During 2023, the estimated useful lives of some property, plant and equipment were revised. As a result, the estimated useful lives of

the Group's towers, poles and ducts were changed from 15 to 25 years, while the related civil works' useful lives were increased from

10 to 15 years. These changes were considered a change in accounting estimate per IAS 8 "Accounting Policies, Changes in

Accounting Estimates and Errors" and therefore accounted for prospectively, meaning that no changes should be accounted for

past periods. This also applies to assets that are fully depreciated and for which no new cost should be reset. (i.e., they remain fully

depreciated).

For the full year 2023, the net effect of the changes represent a decrease in depreciation expense of approximately $27 million

compared to what we expected the depreciation charge to be using previous estimated useful lives, while estimating the net effect

of the changes in depreciation for future years is impracticable. This change in accounting estimate also affects the lease right-of-use

assets (for those being depreciated over the shorter of useful life and lease term) and on asset retirement obligation provisions.

However, the impact of the change is immaterial.

International Tax reform-Pillar II Model

The Group is within the scope of the OECD Pillar Two model rules. Pillar Two legislation was enacted in the countries listed below

and came into effect on January 1, 2024. Since the Pillar Two legislation was not effective at the reporting date, the Group has no

related current tax exposure. The Group applies the exception to recognizing and disclosing information about deferred tax assets

and liabilities related to Pillar Two income taxes, as provided in the amendments to IAS 12 issued in May 2023 and endorsed by the

EU on November 8, 2023.

Pillar Two legislation has been enacted from January 2024 in the following countries within the scope of the Millicom Group:

Luxembourg, The Netherlands, United Kingdom and Sweden.

Due to how the Pillar Two rules operate and considering that the Group has its head office in Luxembourg, all entities forming part

of the Millicom Group are in scope of the rules as from January 1, 2024. Under Pillar Two legislations, the Group is liable to pay a top-

up tax for the difference between its GloBE effective tax rate per jurisdiction and the 15% minimum rate.

Due to the complexities in applying the legislation and calculating GloBE income, the quantitative impact of the enacted or

substantively enacted legislation is not yet reasonably estimable. Therefore, even for those entities with an accounting effective tax

rate above 15%, there might still be Pillar Two tax implications. The Group has run initial testing under the OECD transitional safe

harbour rules (i.e. CbC Report Safe Harbours) and it results that all jurisdictions are expected to meet one of the transitional safe

harbours and hence are not expected to be subject to top-up tax.

A. The Millicom Group

The Group comprises a number of holding companies, operating subsidiaries and joint ventures with various combinations of

mobile, fixed-line telephony, cable and wireless Pay TV, Broadband Internet and Mobile Financial Services (MFS) businesses.

A.1. Subsidiaries

Subsidiaries are all entities which Millicom controls. Millicom controls an entity when it is exposed to, or has rights to variable returns

from its investment in the entity, and has the ability to affect those returns through its power over the subsidiary. Millicom has

power over an entity when it has existing rights that give it the current ability to direct the relevant activities, i.e. the activities that

significantly affect the entity’s returns. Generally, control accompanies a shareholding of more than half of the voting rights

although certain other factors (including contractual arrangements with other shareholders, voting and potential voting rights) are

considered when assessing whether Millicom controls an entity. For example, although Millicom holds less than 50 % of the shares in

its Colombian businesses, it holds more than 50 % of shares with voting rights. The contrary may also be true (e.g. Honduras where

we own 66.7% of the shares but there is a super majority requirement at the board for decisions about the relevant activities of the

operation). The Group's main subsidiaries are as follows:


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-19


Entity	Country	Activity	December 31, 2023 % holding*	December 31, 2022 % holding*	December 31, 2021 % holding*
Colombia Móvil S.A. E.S.P.	Colombia	Mobile	50-1 share	50-1 share	50-1 share
Comunicaciones Celulares S.A.	Guatemala	Mobile	100	100	100
Distribuidora de Comunicaciones de Occidente, S.A.	Guatemala	Mobile	100	100	100
Grupo de Comunicaciones Digitales, S.A. (formerly Telefonica Moviles Panama, S.A.)	Panama	Mobile	100	100	80
Lati International S.A. (i)	Luxembourg	Holding Company ('Lati business')	100	N/A	N/A
Millicom Cable Costa Rica S.A.	Costa Rica	Cable, DTH	100	100	100
Millicom Holding B.V.	Netherlands	Holding Company	100	100	100
Millicom International Operations B.V.	Netherlands	Holding Company	100	100	100
Millicom International Services LLC	USA	Services Company	100	100	100
MIC Latin America B.V.	Netherlands	Holding Company	100	100	100
Millicom LIH S.A.	Luxembourg	Holding Company	100	100	100
Millicom International Operations S.A.	Luxembourg	Holding Company	100	100	100
Millicom Spain S.L.	Spain	Holding Company	100	100	100
Millicom Telecommunications S.A. (ii)	Luxembourg	Holding Company ('MFS business')	100	100	100
Navega.com S.A.	Guatemala	Cable, DTH	100	100	100
Servicios Especializados en Telecomunicaciones, S.A.	Guatemala	Mobile	100	100	100
Servicios Innovadores de Comunicacion y Entretenimiento, S.A.	Guatemala	Mobile	100	100	100
Servicios y Productos Multimedios S.A.	Paraguay	Pay-TV, Internet	100	100	100
Telecomunicaciones Digitales, S.A. (formerly Cable Onda S.A.)	Panama	Cable, Pay-TV, Internet, DTH, Fixed-line	100	100	80
Telefonica Celular de Bolivia S.A.	Bolivia	Mobile, DTH, Cable	100	100	100
Telefonia Celular de Nicaragua S.A.	Nicaragua	Mobile, Cable, Internet, Fixed- line	100	100	100
Telefonica Celular del Paraguay S.A.	Paraguay	Mobile, Cable, Pay-TV	100	100	100
Telemovil El Salvador S.A. de C.V.	El Salvador	Mobile, Cable, DTH	100	100	100
UNE EPM Telecomunicaciones S.A. and subsidiaries	Colombia	Fixed-line, Internet, Pay-TV, Mobile	50-1 share	50-1 share	50-1 share
* Also reflects the voting interest, except in Colombia where voting interest is 50% + 1 share for each of the two entities.
(i) Lati International S.A. is the holding Company of the Group's tower business.
(ii) Millicom Telecommunications S.A. is the holding Company of most of the Group's MFS business.

A.1.1. Accounting for subsidiaries and non-controlling interests

Subsidiaries are fully consolidated from the date on which control is transferred to Millicom. If facts and circumstances indicate that

there are changes to one or more of the elements of control, a reassessment is performed to determine if control still exists.

Subsidiaries are de-consolidated from the date that control ceases. Transactions with non-controlling interests are accounted for as

transactions with equity owners of the Group. Gains or losses on disposals of non-controlling interests are recorded in equity. For

purchases from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the

carrying value of net assets of the subsidiary is also recorded in equity.


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-20

A.1.2. Acquisition of subsidiaries and changes in non-controlling interests in subsidiaries

Scope changes 2023

There were no material acquisitions in 2023.

Scope changes 2022

As of June 14, 2022, the Group received the formal notification from the minority shareholders of Telecomunicaciones Digitales, S.A

(formerly Cable Onda S.A.) confirming the exercise of their put option right to sell their remaining 20% shareholding to Millicom for

an amount of approximately $290 million. The transaction was closed on June 29, 2022 and the payment was applied against the

already recorded put option liability of $290 million. As a result, the non-controlling interests' carrying value of $78 million have

been transferred to the Group's equity.

Scope changes 2021

On November 12, 2021, Millicom closed the agreement to acquire the remaining 45% equity interest in its joint venture business in

Guatemala (collectively, "Tigo Guatemala") from its local partner for $2.2 billion in cash. The acquisition had been financed through a

bridge facility fully repaid by June 2022.

The acquisition has been determined as a business combination achieved in stages, requiring Millicom to remeasure its 55%

previously held equity investment in Tigo Guatemala at its acquisition date fair value ($2,683 million ); the resulting gain has been

recognized in the 2021 statement of income under the line "Revaluation of previously held interests" and is included in the goodwill

calculation.

The goodwill is attributable to the workforce and the high profitability of Tigo Guatemala. It is not tax deductible. From November

12, 2021 to December 31, 2021, Tigo Guatemala contributed $223 million of revenue and a net profit of $43 million to the Group. If

Tigo Guatemala had been acquired on January 1, 2021 incremental revenue for the year 2021 would have been $1.38 billion and

incremental net profit for the same period of $147 million. Acquisition related costs included in the statement of income under

operating expenses were immaterial.

During the first half of 2022, Millicom had finalized the purchase accounting and determined the fair values of Tigo Guatemala's

identifiable assets and liabilities, and these were reflected in the statement of financial position as of December 31, 2021 in

accordance with IFRS 3.


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-21

A.1.3. Disposal of subsidiaries

Tanzania

On April 5, 2022, Millicom completed the sale for an initial cash consideration of approximately $101 million (subject to final price

adjustment). The net assets de-consolidated on the date of the disposal amounted to $79 million and the net gain on disposal was

calculated at $109 million. In accordance with IFRS 5, our former operations in Tanzania are shown in a single line item on the face of

the consolidated statement of income under 'Profit (loss) from discontinued operations, net of tax.

As per the sale agreement, the initial sale price is adjusted to consider some outstanding tax and legal contingencies which

management believes is sufficient to cover any future claims on pre-closing matters. Should the price adjustments not be sufficient,

Millicom might be liable and need to make additional provisions that are not covered by the latter. In addition, the agreement also

provides an IPO1 adjustment clause valid until April 5, 2024, whereby Millicom would reimburse the buyer for any negative

difference between the share price per share on the IPO date and the one implied by this sale. As of December 31, 2023, no

additional provisions have been made by management in respect of the aforementioned items.

(a) The net assets de-consolidated on the date of the disposal, as well as the gain on disposal, were as follows:


Details of the sale of the subsidiary ($ millions)	April 5, 2022
Carrying amount of net assets sold (A) .............................	(79)
Initial sale consideration (B) ..............................................	101
Gross gain on sale (B) - (A) ..............................................	180
Other operating expenses linked to the disposal ............	(11)
Other operating income/expenses, net ...........................	(5)
Gain on sale before reclassification of foreign currency translation reserve ..........................................	165
Reclassification of foreign currency translation reserve ..	(56)
Net gain on sale ...............................................................	109

(b)The operating results and cash flows of the discontinued operation for the years ended December 31, 2022 and 2021 are

set out below. The figures shown below are after inter-company eliminations.


Results from Discontinued Operations (in millions of U.S. dollars)	2022	2021
Revenue .............................................................................................	88	357
Equipment, programming and other direct costs ............................	(26)	(104)
Operating expenses ...........................................................................	(27)	(131)
Depreciation and amortization .........................................................	(21)	(83)
Other operating income (expenses), net ..........................................	4	1
Gain/(loss) on disposal of discontinued operations .........................	120	—
Other expenses linked to the disposal of discontinued operations	(11)	—
Operating profit (loss) .....................................................................	127	39
Interest income (expense), net ..........................................................	(12)	(36)
Other non-operating (expenses) income, net ..................................	—	(1)
Profit (loss) before taxes .................................................................	116	3
Tax expense .......................................................................................	(3)	(31)
Net profit/(loss) from discontinued operations ..........................	113	(28)


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-22

1 The Tanzanian government implemented in 2016 legislation requiring telecommunications companies to list their shares on the Dar es Salaam Stock

Exchange and offer 25% of their shares in a Tanzanian public offering. The ´Tanzania Communications Regulatory Authority´ (TCRA) ordered the Tanzanian

operations to complete such public offering by December 31, 2025, at the latest


Cash flows from discontinued operations (in millions of U.S. dollars)	2022	2021
Cash from operating activities, net ....................................................	18	87
Cash from (used in) investing activities, net ......................................	(10)	(46)
Cash from (used in) financing activities, net ......................................	(9)	(35)
Net cash inflows (outflows) .............................................................	(1)	5

Other disposals

For the years ended December 31, 2023, 2022 and 2021, Millicom did not dispose of any other significant investments.

A.1.4. Summarized financial information relating to subsidiaries with significant non-controlling interests

The summarized financial information for material non-controlling interests in our operations in Colombia and Panama (until the

purchase of the remaining 20% shareholding in June 29, 2022) is provided below. This information is based on amounts before inter-

company eliminations.

Colombia


	2023	2022	2021
	(US$ millions)
Revenue	1,313	1,335	1,414
Total operating expenses	(501)	(492)	(509)
Operating profit	60	64	100
Net (loss) for the year	(326)	(104)	(80)
50% non-controlling interest in net (loss)	(163)	(52)	(40)
Total assets (excluding goodwill)	2,470	1,942	2,336
Total liabilities	2,605	1,890	2,158
Net assets	(135)	52	178
50% non-controlling interest in net assets	(68)	26	89
Consolidation adjustments	(17)	2	(6)
Total non-controlling interest	(85)	28	83
Dividends and advances paid to non-controlling interest	—	(2)	(5)
Net cash from operating activities	270	250	272
Net cash from (used in) investing activities	(214)	(289)	(295)
Net cash from (used in) financing activities	(54)	(133)	30
Exchange impact on cash and cash equivalents, net	2	(5)	(10)
Net increase (decrease) in cash and cash equivalents	5	(178)	(2)


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-23

Panama


	2022 (i)	2021
	(US$ millions)
Revenue	651	633
Total operating expenses	(207)	(207)
Operating profit	106	7
Net profit (loss) for the year	29	(37)
20% non-controlling interest in net profit (loss)	4	(7)
Total assets (excluding Millicom's goodwill in Cable Onda)	1,719	1,717
Total liabilities	1,318	1,347
Net assets	401	371
20% non-controlling interest in net assets	—	74
Total non-controlling interest	—	74
Net cash from operating activities	148	179
Net cash from (used in) investing activities	(117)	(118)
Net cash from (used in) financing activities	(93)	(43)
Net increase (decrease) in cash and cash equivalents	(63)	17

(i) From January 1 to June 29, 2022, until the purchase of the remaining 20% shareholding of our operations in Panama (see note A.1.2.).


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-24

A.2. Joint ventures

Joint ventures are businesses over which Millicom exercises joint control as decisions over the relevant activities, such as the ability

to upstream cash from the joint ventures, require unanimous consent of shareholders. Millicom determines the existence of joint

control by reference to joint venture agreements, articles of association, structures and voting protocols of the board of directors of

those ventures. Our main investment in joint ventures is comprised of Honduras.

At December 31, 2023, the equity accounted net assets of our joint venture in Honduras totaled $382 million (December 31, 2022:

$401 million). These net assets do not necessarily represent statutory reserves available for distribution as these include

consolidation adjustments (such as goodwill and identified assets and assumed liabilities recognized as part of the purchase

accounting). Out of these net assets, $3 million (December 31, 2022: $3 million) represent statutory reserves that are unavailable to

be distributed to the Group. During the year ended December 31, 2023, Millicom's joint venture in Honduras repatriated cash of $86

million under different forms (December 31, 2022: $85 million).

At December 31, 2023, Millicom had $68 million payable to Honduras joint venture which were mainly comprised of advances

(December 31, 2022: $48 million). In addition, as of December 31, 2023, Millicom had a total receivable from Honduras joint venture

of $9 million, (December 31, 2022: $13 million) mainly corresponding to other operating receivables.

Our main joint ventures are as follows:


Entity	Country	Activity	December 31, 2023 % holding	December 31, 2022 % holding
Telefonica Celular S.A. (i)	Honduras	Mobile, MFS	66.7	66.7
Navega S.A. de CV (i)	Honduras	Cable	66.7	66.7

(i) Millicom owns more than 50% of the shares in these entities and has the right to nominate a majority of the directors of each of these entities. However,

key decisions over the relevant activities must be taken by a super majority vote. This effectively gives either shareholder the ability to veto any decision

and therefore neither shareholder has sole control over the entity. Therefore, the operations of these joint ventures are accounted for under the equity

method.

On October 13, 2021, Millicom, along with its joint venture partner Bharti Airtel Limited, closed the disposal of AirtelTigo Ghana to

the Government of Ghana. As part of the closing conditions, each partner committed and paid $37.5 million for the reimbursement

of certain local bank facilities which had been provided for in the statement of income under the line "Loss from other joint ventures

and associates, net". Millicom still owns 50% of the holding company Bharti Airtel Ghana Holdings B.V..

The carrying values of Millicom’s investments in joint ventures were as follows:

Carrying value of investments in joint ventures

The table below summarizes the movements for the year in respect of the Group’s joint ventures carrying values:


	Honduras (i)
	(US$ millions)
Opening balance at January 1, 2022	596
Capital increase	3
Results for the year	32
Dividends declared during the year	(35)
Currency exchange differences	(7)
Closing balance at December 31, 2022	590
Results for the year	42
Dividends declared during the year	(54)
Currency exchange differences	(2)
Closing balance at December 31, 2023	576

(i)Includes all the companies under the Honduras group. Share of profit is recognized under ‘Share of profit in joint ventures’ in the statement of income

for the year ended December 31, 2023.

At December 31, 2023 and 2022 the Group had not incurred obligations, nor made payments on behalf of the Honduras operations.


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-25

A.2.1. Accounting for joint ventures

Joint ventures are accounted for using the equity method of accounting and are initially recognized at cost (calculated at fair value if

it was a subsidiary of the Group before becoming a joint venture). The Group’s investments in joint ventures include goodwill (net of

any accumulated impairment loss) on acquisition.

The Group’s share of post-acquisition profits or losses of joint ventures is recognized in the consolidated statement of income and its

share of post-acquisition movements in reserves is recognized in reserves. Cumulative post-acquisition movements are adjusted

against the carrying amount of the investments. When the Group’s share of losses in a joint venture equals or exceeds its interest in

the joint venture, including any other unsecured receivables, the Group does not recognize further losses, unless the Group has

incurred obligations or made payments on behalf of the joint ventures.

Gains on transactions between the Group and its joint ventures are eliminated to the extent of the Group’s interest in the joint

ventures. Losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting

policies of joint ventures have been changed where necessary to ensure consistency with the policies adopted by the Group.

Dilution gains and losses arising in investments in joint ventures are recognized in the statement of income.

After application of the equity method, including recognizing the joint ventures’ losses, the Group applies IAS 36 to determine

whether it is necessary to recognize any additional impairment loss with respect to its net investment in the joint venture.

A.2.2. Material joint ventures – Honduras, Guatemala and Ghana operations

Summarized financial information of the Honduras, Guatemala (until acquisition of the remaining 45% equity interest, see note

A.1.2.) and Ghana (until disposal in 2021) operations is as follows. This information is based on amounts before inter-company

eliminations.

Honduras


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-26


	2023	2022	2021
	(US$ millions)
Revenue ..............................................................................................................................................	612	586	589
Depreciation and amortization ..........................................................................................................	(105)	(112)	(124)
Operating profit ................................................................................................................................	124	111	99
Financial income (expenses), net .......................................................................................................	(28)	(29)	(34)
Profit before taxes ............................................................................................................................	95	80	62
Tax expense .........................................................................................................................................	(32)	(31)	(22)
Profit for the year ..............................................................................................................................	63	49	40
Net profit for the year attributable to Millicom ............................................................................	42	32	27
Dividends and advances paid to Millicom .........................................................................................	63	9	—
Total non-current assets (excluding goodwill) ..................................................................................	429	404	473
Total non-current liabilities .................................................................................................................	440	384	362
Total current assets .............................................................................................................................	200	182	176
Total current liabilities ........................................................................................................................	223	220	305
Total net assets ....................................................................................................................................	(35)	(17)	(18)
Group's share in % ...............................................................................................................................	66.7%	66.7%	66.7%
Group's share in USD millions .............................................................................................................	(23)	(12)	(12)
Goodwill and consolidation adjustments ..........................................................................................	600	601	608
Carrying value of investment in joint venture ...................................................................................	576	590	596

Cash and cash equivalents ..................................................................................................................	47	27	39
Debt and financing – non-current ......................................................................................................	394	334	267
Debt and financing – current ..............................................................................................................	28	23	73
Net cash from operating activities .....................................................................................................	162	162	166
Net cash from (used in) investing activities .......................................................................................	(94)	(109)	(89)
Net cash from (used in) financing activities .......................................................................................	(48)	(64)	(98)
Net (decrease) increase in cash and cash equivalents .................................................................	21	(12)	(21)

Guatemala

On November 12, 2021, Millicom closed the agreement to acquire the remaining 45% equity interest in its joint venture business in

Guatemala.


	From January 1, to November 12, 2021
	(US$ millions)
Revenue ..............................................................................................................................................	1,379
Depreciation and amortization ..........................................................................................................	(282)
Operating profit ................................................................................................................................	462
Financial income (expenses), net .......................................................................................................	(40)
Profit before taxes ............................................................................................................................	432
Tax expense ........................................................................................................................................	(99)
Profit for the year ..............................................................................................................................	333
Net profit for the year attributable to Millicom ............................................................................	183
Dividends and advances paid to Millicom .........................................................................................	13

Net cash from operating activities .....................................................................................................	611
Net cash from (used in) investing activities .......................................................................................	(192)
Net cash from (used in) financing activities .......................................................................................	(406)
Exchange impact on cash and cash equivalents, net ........................................................................	1
Net increase (decrease) in cash and cash equivalents .................................................................	13


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-27

AirtelTigo Ghana

Our joint investment in AirtelTigo Ghana has been disposed of in 2021. The only material effect for 2021 year's statement of income

is the loss recognized on the exit financing which is further explained in note A.2..

A.2.3. Impairment of investment in joint ventures

While no impairment indicators were identified for the Group’s investments in joint ventures in 2023, according to its policy,

management has completed an impairment test for its joint venture in Honduras.

The Group’s investments in Honduras operations was tested for impairment by assessing the recoverable amount (using a value in

use model based on discounted cash flows) against the carrying amount. The cash flow projections used were extracted from

financial budgets approved by management (refer to note E.1.6. for further details on impairment testing). Cash flows beyond this

period have been extrapolated using a perpetual growth rate of 1% (2022: 1%). Discount rate used in determining recoverable

amount was 11.0% (2022: 14.2% ).

For the years ended December 31, 2023 and 2022, and as a result of the impairment testing described above, management

concluded that the Group’s investments for its joint venture in Honduras should not be impaired.

Sensitivity analysis was performed on key assumptions within the impairment tests. The sensitivity analysis determined that

sufficient headroom exists from realistic changes to the assumptions that would not impact the overall results of the testing.

A.3. Investments in associates

Millicom has significant influence over MKC Brillant Holding GmbH (LIH). Millicom’s 35.0% investment in LIH had been fully impaired

in two stages (by $40 million in 2016 and $48 million in 2017) as a result of the annual impairment test conducted back then. The

impairment test performed in 2023 confirmed this conclusion. The Group accounts for associates in the same way as it accounts for

joint ventures, that is, using the equity method.

In December 2022, Millicom relinquished its seat at the board of directors of Milvik AB ("Milvik") and therefore lost its significant

influence in accordance with IAS 28. As a result, the Group stopped equity accounting for its investment in Milvik and classified it as a

financial asset measured at fair value in accordance with IFRS 9. During 2023, the Group's investment in Milvik has been disposed of

for one US dollar.

A.4. Discontinued operations

A.4.1. Classification of discontinued operations

Discontinued operations are those which have identifiable operations and cash flows (for both operating and management

purposes) and represent a major line of business or geographic area which has been disposed of, or are held for sale. Revenue and

expenses associated with discontinued operations are presented retrospectively in a separate line in the consolidated statement of

income.

A.4.2. Millicom’s discontinued operations

In accordance with IFRS 5, financial information relating to discontinued operations for the years ended December 31, 2022 and

2021 is set out below. Figures shown below are after intercompany eliminations. As further explained in Note A.1.3. , the Group’s

former businesses in Tanzania (sold on April 5, 2022) had been classified as discontinued operations. For the year ended December

31, 2023, the results from discontinued operations relate to operating income for $4 million. For further details on Assets held for

sale, refer to note E.4.

Results from discontinued operations


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-28


	2022	2021
	(US$ millions)
Revenue ...............................................................................................................................................	88	357
Equipment, programming and other direct costs .............................................................................	(26)	(104)
Operating expenses ............................................................................................................................	(27)	(131)
Other expenses linked to the disposal of discontinued operations .................................................	(11)	—
Depreciation and amortization ..........................................................................................................	(21)	(83)
Other operating income (expenses), net ...........................................................................................	4	1
Gain/(loss) on disposal of discontinued operations ..........................................................................	120	—
Operating profit (loss) ......................................................................................................................	127	39
Interest income (expense), net ...........................................................................................................	(12)	(36)
Other non-operating (expenses) income, net ....................................................................................	—	(1)
Profit (loss) before taxes ..................................................................................................................	116	3
Tax expense .........................................................................................................................................	(3)	(31)
Net profit/(loss) from discontinued operations ............................................................................	113	(28)

Cash flows from discontinued operations


	2022	2021
	(US$ millions)
Cash from operating activities, net .....................................................................................................	18	87
Cash from (used in) investing activities, net ......................................................................................	(10)	(46)
Cash from (used in) financing activities, net ......................................................................................	(9)	(35)


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-29

B. Performance

B.1. Revenue

Millicom’s revenue comprises sale of services from its mobile business (including Mobile Financial Services - MFS) and its fixed and

other services, as well as related devices and equipment. Recurring revenue consists of monthly subscription fees, airtime and data

usage fees, interconnection fees, roaming fees, TV services, B2B contracts, MFS commissions and fees from other

telecommunications services such as data services, short message services and other value added services. See section B.3. for

details.

B.1.1. Accounting for revenue

Revenue is recognized at an amount that reflects the consideration to which the Group expects to be entitled in exchange for

transferring goods or services to a customer.

The determination of whether or not the Group acts as principal or as an agent, when there is one or several performance

obligations and the determination of the standalone selling price for contracts that involve more than one performance obligation

may require significant judgment, such as when the selling price of a good or service is not readily observable. The Group

determines the standalone selling price of each performance obligation in the contract in accordance to the prices that the Group

would apply when selling the same services and/or telephone and equipment included in the obligation to a similar customer on a

standalone basis. When standalone selling price of services and/or telephone and equipment are not directly observable, the Group

maximizes the use of external input and uses the expected cost plus margin approach to estimate the standalone selling price.

The Group applies the following practical expedients foreseen in IFRS 15:

• No financial component adjustment to the transaction price whenever the period between the transfer of a promised

good or service to a customer and the associated payment is one year or less; when the period is more than one year the

financing component is adjusted, if material.

• Disclosure of the transaction price allocated to unsatisfied performance obligations only for contracts that have an original

expected duration of more than one year (e.g. unsatisfied performance obligations for contracts that have an original

duration of one year or less are not disclosed).

• If the consideration from a customer corresponds to the value of the entity’s performance obligation to the customer (i.e, if

billing corresponds to accounting revenue), the price allocated to unsatisfied performance obligations is not disclosed.

• Recognition of the incremental costs of obtaining a contract as an expense when incurred, if the amortization period of the

asset that otherwise would have been recognized is one year or less.

A summary of the timing for revenue recognition from contracts with customers, is disclosed in Note B.3. and further detailed

below.

Post-paid connection fees are derived from the payment of a non-refundable / one-time fee charged to customer to connect to the

network (e.g. connection / installation fee). Usually,they do not represent a distinct good or service and do not give rise to a separate

performance obligation and therefore revenue is recognized over the minimum contract duration. If the fee is paid by a customer

without having to pay this fee again over his tenure with the Group (e.g. the customer can readily extend his contract without

having to pay the same fee again), it is accounted for as a material right with revenue recognized over the customer retention

period.

Post-paid mobile / cable subscription fees are recognized over the relevant enforceable/subscribed service period (recurring

monthly access fees that do not vary based on usage). The service provision is usually considered as a series of distinct services that

have the same pattern of transfer to the customer. Remaining unrecognized subscription fees, which are not refunded to the

customers, are fully recognized once the customer has been disconnected. Customer premise equipment (CPE), provided to

customers as a prerequisite to receive the subscribed Home services until return at the end of the contract duration, do not provide

benefit to the customer on their own as they do not give rise to separate performance obligations and therefore are accounted for as

part of the service provided to the customers.

Bundled offers are considered arrangements with multiple deliverables or elements, which can lead to the identification of separate

performance obligations. Revenue is recognized in accordance with the transfer of goods or services to customers in an amount that

reflects the relative transaction price of the performance obligation.

Prepaid scratch / SIM cards are services where customers purchase a specified amount of airtime or other credit in advance. Revenue

is recognized as the credit is used. Unused credit is carried in the statement of financial position as a contract liability, upon

expiration of the validity period (when the portion of the contract liability relating to the expiring credit is recognized as revenue as

there is no longer an obligation to provide those services).

Principal-Agent, some arrangements involve two or more unrelated parties that contribute to providing a specified good or service

to a customer. In these instances, the Group determines whether it has promised to provide the specified good or service itself (as a

principal) or to arrange for those specified goods or services to be provided by another party (as an agent). For example,

performance obligations relating to services provided by third-party content providers (i.e., mobile Value Added Services or “VAS”)

or service providers (i.e., wholesale international traffic) where the Group neither controls a right to the provider’s service nor


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-30

controls the underlying service itself are presented net because the Group is acting as an agent. The Group generally acts as a

principal for other types of services where the Group is the primary obligor of the arrangement. In cases the Group determines that it

acts as a principal, revenue is recognized in the gross amount, whereas in cases the Group acts as an agent revenue is recognized in

the net amount.

Revenue from provision of Mobile Financial Services (MFS), such as commissions on peer to peer transfers, is generally recognized

once the primary service has been provided to the customer. Revenue from interest earned on loans granted to customers are

recognised over the period of the loan and are based on effective interest rates, with loan origination fees being treated as an

adjustment to the effective interest rate.

Telephone and equipment sales are recognized as revenue once the customer obtains control of the good, that is, when the

customer has the ability to direct the use and obtain substantially all of the remaining benefits from that good.

Revenue from the sale of cables, fiber, wavelength or capacity contracts, when part of the ordinary activities of the operation, is

recognized as recurring revenue. Revenue is recognized when the cable, fiber, wavelength or capacity has been delivered to the

customer, based on the amount expected to be received from the customer.

Revenue from operating lease of tower space is recognized on a straight-line basis over the period of the underlying lease contracts.

Finance leases revenue is apportioned between lease of tower space and interest income.

Revenue from contracts with customers from continuing operations:


		2023	2022	2021
$ millions	Timing of revenue recognition	Group	Group	Group
Mobile ........................................	Over time	2,949	2,916	1,963
Mobile Financial Services ..........	Point in time	44	40	37
Fixed and other services ...........	Over time	2,192	2,145	1,938
Other ..........................................	Over time	65	69	60
Service Revenue		5,250	5,171	3,997
Telephone and equipment .......	Point in time	411	454	263
Revenue from contracts with customers		5,661	5,624	4,261

B.2. Expenses

The various costs and expenses incurred by the Group can be summarized as presented below. The Group recognizes and

categorizes expenses by their nature as either 'equipment, programming and other direct costs' which are those more directly

related to the generation of revenue or as '(Other) operating expenses and income' which are rather indirect costs. As a result,

'equipment, programming and other direct costs' specifically excludes the following costs/expense which are further detailed below

and elsewhere in the consolidated financial statements:

• 'Operating expenses, net' further detailed below;

• Depreciation and amortization, which are further detailed in Notes E.1.3. ‘Movements in intangible assets’, E.2.2.

‘Movements in tangible assets’ and E.3. ‘Right of use assets’.

• ‘Other operating income (expenses), net’, also further detailed below.


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-31

Equipment, programming and other direct costs


	2023	2022	2021
	(US$ millions)
Cost of telephone, equipment and other accessories .......................................................................	(386)	(425)	(256)
TV Content and data costs ..................................................................................................................	(349)	(361)	(320)
Voice airtime and transmission costs .................................................................................................	(234)	(261)	(202)
Bad debt and obsolescence cost ........................................................................................................	(141)	(124)	(86)
Call center costs ..................................................................................................................................	(72)	(84)	(90)
Transmission and other costs .............................................................................................................	(19)	(17)	(47)
Other costs ..........................................................................................................................................	(306)	(234)	(196)
Equipment, programming and other direct costs ........................................................................	(1,507)	(1,506)	(1,197)

Operating expenses, net

Operating expenses incurred by the Group can be summarized as follows.


	2023	2022	2021
	(US$ millions)
Marketing expenses ............................................................................................................................	(536)	(570)	(450)
Site and network maintenance costs .................................................................................................	(322)	(310)	(233)
Employee related costs (B.4.) ..............................................................................................................	(614)	(494)	(474)
External and other services .................................................................................................................	(281)	(251)	(164)
Other operating expenses ..................................................................................................................	(290)	(266)	(224)
Operating expenses, net ..................................................................................................................	(2,043)	(1,890)	(1,546)

Other operating income (expenses), net

The other operating income and expenses incurred by the Group can be summarized as follows:


	Notes	2023	2022	2021
		(US$ millions)
Impairment of intangible assets and property, plant and equipment ..................	E.1., E.2.	(3)	(7)	(6)
Gain (loss) on disposals of intangible assets and property, plant and equipment ...............................................................................................................		6	1	5
Reverse earn-out in respect of Zantel's acquisition (i) ............................................		—	2	11
Gain (loss) on disposal of equity investments (ii) ...................................................		—	—	(15)
Other income (expenses) (iii) ...................................................................................		8	2	10
Other operating income (expenses), net ............................................................		10	(2)	5

(i) In January 2022, Millicom received $11 million from Etisalat as earn-out income related to the purchase of Zantel in 2015. This settlement was

considered as an adjusting event and recorded in 'other operating income' in the 2021 statement of income.

(ii) In June 2021, Millicom disposed of its entire stake in Helios Towers plc for a total net consideration of $163 million, triggering a net loss on disposal of

$15 million recorded in the statement of income under ‘other operating income (expenses), net’. The changes in fair value prior to the disposal were

shown under "Other non-operating (expenses) income, net".

(iii) In 2021, other income (expenses) can be mainly attributed to social obligations spectrum liability derecognition in Paraguay of $4 million and reversal

provision related to Ghana of $4 million. In 2023 other income is mainly attributed to contract lease modification in Colombia for $2 million and social

obligation spectrum liability derecognition in Paraguay for $3 million.

B.2.1. Accounting for equipment, programming and other direct costs and operating expenses


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-32

Equipment, programming and other direct costs

Equipment, programming and other direct costs is recorded on an accrual basis.

Incremental costs of obtaining a contract

Incremental costs of obtaining a contract, including dealer commissions, are capitalized as Contract Costs in the statement of

financial position and amortized in operating expenses over the expected benefit period, which is based on the average duration of

contracts with customer (see practical expedient in note B.1.1.).


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-33

B.3. Segmental information

As further detailed in the Introduction note, Millicom operates in a single region (Latin America), and more specifically in the following

countries: Guatemala, Colombia, Panama, Honduras, Bolivia, Paraguay, El Salvador, Nicaragua and Costa Rica.

During the latter half of 2023, Millicom implemented significant organizational changes to focus on driving profitable growth with a

leaner corporate structure. The Group also adopted a decentralized approach to streamline decision-making processes and enhance

agility to improve profitability and shareholder value. To that end, the General Managers of the operations, which primarily reported

to the Group Chief Operating Officer (COO), now directly report to the Group President and COO in the case of Guatemala and

Colombia and to the Group Chief Commercial and Technology Officer in the case of the rest of the operations, who, together with the

Group Chief Executive Officer (CEO) and Group Chief Financial Officer (CFO) form the ‘Chief Operating Decision Maker’ (“CODM”).

Due to these organizational changes, and considering the information now being reviewed by the CODM to assess performance and

allocate resources, Millicom's operating segments were redefined to align with its countries of operation. The Honduras joint venture

- and Guatemala's joint venture up to November 12, 2021 when the acquisition of the remaining 45% equity interest was completed -

is reviewed by the CODM in a similar manner as for the Group’s controlled operations and is therefore also shown as a separate

operating segment at 100%. However, these amounts are subsequently eliminated in order to reconcile with the Group consolidated

numbers, as shown in the reconciliations below.

Management evaluates performance and makes decisions about allocating resources to the Group's operating segments based on

financial measures, such as revenue, including service revenue, and EBITDA. Capital expenditures are also a significant aspect for

management and in the telecommunication industry as a whole. Management believes that service revenue and EBITDA are essential

financial indicators for the CODM and investors. These measures are particularly valuable for evaluating performance over time.

Management utilizes service revenue and EBITDA when making operational decisions, allocating resources, and conducting internal

comparisons against historical performance and competitor benchmarks. Additionally, these metrics provide deeper insights into the

Group's operating performance. Millicom's Remuneration Committee also employs service revenue and EBITDA when assessing

employees' performance and compensation, including that of the Group's executives. A reconciliation of service revenue to revenue

and EBITDA to profit before taxes is provided below.

Before the organizational changes in the second half of 2023, the Group reported a single segment, the Group Segment. But with the

new structure in place and considering the information now being reviewed by the CODM as described above, it has revised its

segment presentation and information for all periods presented to separately disclose the Group's operating and reportable

segments.

Capital expenditures are reconciled with notes E.1. and E.2..

Revenue, Service revenue, EBITDA, capital expenditures and other segment information for the years ended December 31, 2023, 2022

and 2021, are shown on the below:


December 31, 2023	Guatemala	Colombia	Panama	Bolivia	Honduras	Paraguay	Other reportable segments (v)	Total for reportable segments	Inter- segment and other eliminations (iv)	Total Group
December 31, 2023	(US$ millions)
Service revenue(i) .	1,339	1,268	669	601	572	544	847	5,842	(591)	5,250
Telephone and equipment revenue	225	45	50	11	39	24	55	450	(39)	411
Revenue	1,564	1,313	719	613	612	568	902	6,292	(631)	5,661
Inter-segment revenue ...................	8	3	2	—	5	3	7	28	n/a	n/a
Revenue from external customers .	1,556	1,311	717	613	607	565	895	6,264	n/a	n/a
EBITDA(ii) ...............	807	420	296	224	272	236	352	2,609	(498)	2,111
Capital expenditures (iii) ...	183	161	100	92	103	97	148	883	(73)	809

(i) Service revenue is revenue related to the provision of ongoing services such as monthly subscription fees for mobile and broadband, airtime and

data usage fees, interconnection fees, roaming fees, mobile finance service commissions and fees from other telecommunications services such as

data services, short message services, installation fees and other value-added services excluding telephone and equipment sales.

(ii)EBITDA is operating profit excluding impairment losses, depreciation and amortization and gains/losses on the disposal of fixed assets.


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-34

(iii)Capital expenditures correspond to additions of property, plant and equipment, as well as operating intangible assets, excluding spectrum and

licenses. The Group capital expenditure additions can be reconciled with notes E.1.3.. and E.2.2.for amounts of $116 million and $693 million

respectively (2022: $150 million and $823 million, respectively).

(iv)Includes intercompany eliminations, unallocated items and Honduras as a joint venture.

(v)Includes our operations in El Salvador, Nicaragua and Costa Rica.


December 31, 2022	Guatemala	Colombia	Panama	Bolivia	Honduras	Paraguay	Other reportable segments (v)	Total for reportable segments	Inter-segment and other eliminations(iv)	Total Group
December 31, 2022	(US$ millions)
Service revenue(i) .........	1,373	1,253	624	608	549	530	801	5,739	(568)	5,171
Telephone and equipment revenue .............	245	83	27	13	37	26	60	491	(37)	454
Revenue	1,618	1,335	651	621	586	556	861	6,230	(605)	5,624
Inter-segment revenue .............	8	4	2	—	4	2	7	28	n/a	n/a
Revenue from external customers ..........	1,611	1,331	649	621	582	554	854	6,202	n/a	n/a
EBITDA(ii) .........	857	404	298	242	262	245	330	2,638	(409)	2,228
Capital expenditures (iii) .....................	197	277	106	124	78	107	138	1,028	(55)	973


December 31, 2021	Guatemala	Colombia	Panama	Bolivia	Honduras	Paraguay	Other reportable segments (v)	Total for reportable segments	Inter-segment and other eliminations(iv)	Total Group
December 31, 2021	(US$ millions)
Service revenue(i)........	1,365	1,319	608	612	548	526	762	5,739	(1,741)	3,997
Telephone and equipment revenue (i) ........	236	95	25	12	41	30	66	503	(240)	263
Revenue ..........	1,601	1,414	633	623	589	555	827	6,242	(1,982)	4,261
Inter-segment revenue ............	7	4	2	—	4	2	8	27	n/a	n/a
Revenue from external customers(ii) ....	1,593	1,409	631	623	586	553	820	6,216	n/a	n/a
EBITDA(ii) ........	857	441	281	249	259	242	310	2,640	(1,123)	1,517
Capital expenditures (iii) ....................	197	318	128	119	81	114	154	1,111	(188)	922


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-35

Reconciliation of EBITDA for reportable segments to the Group Profit before taxes:


(US$ millions)	2023	2022	2021
EBITDA for reportable segments ..........................................	2,609	2,638	2,640
Depreciation ..............................................................................	(978)	(999)	(804)
Amortization .............................................................................	(360)	(345)	(310)
Share of profit in joint venture .................................................	42	32	210
Other operating income (expenses), net .................................	10	(2)	5
Interest and other financial expenses ......................................	(712)	(617)	(495)
Interest and other financial income .........................................	28	18	23
Revaluation of previously held interests in Guatemala ..........	—	—	670
Other non-operating (expenses) income, net .........................	36	(78)	(49)
Profit (loss) from other joint ventures and associates, net ......	(3)	—	(40)
Honduras as joint venture ........................................................	(272)	(262)	(259)
Unallocated expenses and other reconciling items (i) ............	(225)	(148)	(864)
Profit before taxes from continuing operations ................	175	238	728

(i) The unallocated expenses are primarily related to centrally managed costs.


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-36

B.4. People

Number of permanent employees


	2023	2022	2021
Subsidiaries (i) .....................................................................................................................................	15,742	18,534	19,749
Joint ventures (ii) ................................................................................................................................	785	912	938
Total ....................................................................................................................................................	16,527	19,446	20,687

(i)Emtelco (subsidiary of UNE EPM Telecomunicaciones S.A.) headcount are excluded from this disclosure and any internal reporting because their costs

are classified as direct costs and not employee related costs. Includes Guatemala for 2021.

(ii)Only Honduras for 2023, 2022 and 2021.


	Notes	2023	2022	2021
		(US$ millions)
Wages and salaries ...................................................................................................		(463)	(372)	(361)
Social security ..........................................................................................................		(73)	(69)	(66)
Share based compensation .....................................................................................	B.4.1.	(52)	(29)	(16)
Pension and other long-term benefit costs ............................................................	B.4.2.	(3)	(2)	(6)
Other employees related costs ...............................................................................		(24)	(22)	(25)
Total .........................................................................................................................		(614)	(494)	(474)

Restructuring Costs

Millicom is currently implementing a cost reduction project called 'Everest' with a focus on efficiency improvements. In 2023,

Millicom recorded $87 million of severance costs and other redundancies (including the acceleration of share-based compensation

and consulting costs related to this cost reduction project)..

B.4.1. Share-based compensation

1. Equity-settled

Millicom shares granted to management and key employees includes share-based compensation in the form of long-term share

incentive plans. Since 2016, Millicom has two types of annual plans, a performance share plan (PSP) and a deferred share plan (DSP).

The different plans are further detailed below.

Cost of share-based compensation


	2023	2022	2021
	(US$ millions)
2019 incentive plans	—	—	3
2020 incentive plans	—	(3)	(3)
2021 incentive plans	(10)	(11)	(17)
2022 incentive plans	(10)	(15)	—
2023 incentive plans	(32)	—	—
Total share based compensation	(52)	(29)	(17)

Deferred share plan

As from the 2019 plan, shares vest at a rate of 30% on January 1 of each of year one and two, and the remaining 40% on January 1 of

year three. Vesting is conditional upon the participant remaining employed with Millicom at each vesting date. The cost of this long-

term incentive plan, which is not conditional on performance conditions, is calculated as follows: Fair value (share price) of Millicom’s

shares at grant date x number of shares expected to vest.

Performance share plan (up to the 2020 plan)

Shares granted under this performance share plan vest at the end of the three-year period, subject to performance conditions, 25%

based on Relative Total Shareholder Return (“Relative TSR”), 25% based on the achievement of the Service Revenue target measured

on a 3-year CAGRs from year one to year three of the plan (“Service Revenue”) and 50% based on the achievement of the Operating

Free Cash Flow (“Operating Free Cash Flow”) target measured on a 3-year CAGRs from year one to year three of the plan. From 2020


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-37

onwards, the Operating Free Cash Flow target has been redefined to consider payments made in respect of leases. As a result, the

target is since then the Operating Free Cash Flow after Leases ("OFCFaL").

Performance share plan (for plans issued from 2021)

Shares granted under this performance share plan generally follow the same rules as for previous performance share plans.

However, for LTI 2021 plan, Millicom had added a time vesting Restricted Stock Units (“RSU’s”)(LTI 2021: 35%) that will be vesting at

the end of three years depending on satisfactory service condition. RSU's have been removed from the plan rules from 2022. For LTI

2023 plan, Millicom had added an environmental, social and governance metric ("ESG") (LTI 2023: 10%).

The Service Revenue (LTI 2023: 30%; LTI 2022: 30%; LTI 2021: 15%) and Operating Cash Flow after Leases ("OCFaL") (LTI 2023: 50%;

LTI 2022: 50%; LTI 2021: 30%) performance conditions are no longer measured based on a CAGR but on the actual cumulative

achievement against the 3-year cumulative targets to better reflect the performance over the three-year period rather than simply

the end point as is the case with a CAGR target. The Relative TSR (LTI 2023: 10%; LTI 2022: 20%; LTI 2021: 20%) is measured over the

10 trading days before / after December 31 of the last year of the corresponding three-year measurement period.

Assumptions and fair value of the shares under the TSR portion(s)

For the performance share plans, and in order to calculate the fair value of the TSR portion of those plans, it is necessary to make a

number of assumptions which are set out below. The assumptions have been set based on an analysis of historical data as at grant

date.


	Risk-free rate %	Dividend yield %	Share price volatility(i) %	Award term (years)	Share fair value (in US$)
Performance share plan 2023 (Relative TSR)...............................	4.66	0.00	52.88	2.82	31.13
Performance share plan 2022 (Relative TSR)...............................	2.01	0.00	47.94	2.80	29.12
Performance share plan 2021 (Relative TSR)...............................	0.29	1.28	46.28	2.82	52.99
Performance share plan 2020 (Relative TSR)...............................	0.61	1.47	24.54	2.93	55.66
Performance share plan 2019 (Relative TSR)...............................	(0.24)	3.01	26.58	2.93	49.79

(i) Historical volatility retained was determined on the basis of a three-year historic average.

The cost of the long-term incentive plans which are conditional on market conditions is calculated as follows: Fair value (market

value) of shares at grant date (as calculated above) x number of shares expected to vest.

The cost of these plans is recognized, together with a corresponding increase in equity (equity settled transaction reserve), over the

period in which the performance and/or employment conditions are fulfilled, ending on the date on which the relevant employees

become fully entitled to the award. Adjustments are made to the expense recorded for forfeitures, mainly due to management and

employees leaving Millicom. Non-market performance conditions are not taken into account when determining the grant date fair

value of awards, but the likelihood of the conditions being met is assessed as part of the Group’s best estimate of the number of

equity instruments that will ultimately vest.

No expense is recognized for awards that do not ultimately vest, except for awards where vesting is conditional upon a market

condition (such as the Relative TSR). These are treated as vested, regardless of whether or not the market conditions are satisfied,

provided that all other performance conditions are satisfied. Where the terms of an equity-settled award are modified, as a minimum

an expense is recognized as if the terms had not been modified. In addition, an expense is recognized for any modification that

increases the total fair value of the share based payment arrangement, or is otherwise beneficial to the employee as measured at the

date of modification.


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-38

Plan awards and shares expected to vest


	2023 plans		2022 plans		2021 plans		2020 plans
	PSP	DSP	PSP	DSP	PSP	DSP	PSP	DSP
			(number of shares)
Initial shares granted	818,842	2,375,143	306,641	865,862	451,363	536,890	341,897	370,131
Additional shares granted(i)	—	—	—	47,588	—	5,824	—	5,928
Effect of the Right Offering(ii)	—	—	83,926	227,947	115,575	93,375	20,862	32,526
Revision for forfeitures	(101,108)	(51,309)	(52,623)	(54,595)	(63,624)	(45,747)	—	(41,791)
Total before issuances	717,734	2,323,834	337,944	1,086,802	503,314	590,342	362,759	366,794
Shares issued in 2020	—	—	—	—	—	—	—	(3,571)
Shares issued in 2021	—	—	—	—	(1,121)	(5,760)	—	(113,653)
Shares issued in 2022	—	—	—	(13,957)	(2,071)	(160,596)	—	(100,362)
Shares issued in 2023	(31,124)	(354,331)	(29,885)	(476,256)	(120,419)	(234,157)	—	(149,208)
Performance conditions not met	—	—	—	—	—	—	(362,759)	—
Shares still expected to vest	686,610	1,969,503	308,059	596,589	379,703	189,829	—	—
Estimated cost over the vesting period (US$ millions)	11	42	6	20	18	19	—	—

(i)Additional shares granted represent grants made for new joiners and/or as per CEO contractual arrangements.

(ii) In 2022, as per plan rules, additional shares have been granted to all participants for unvested plans as a result of the effect of the right offering (see

note C.1. ).

2. Cash-settled

In 2021, and in the light of the impact on future LTI awards as a consequence of the impact of COVID-19 on the Group's business, the

Board awarded a one-time Retention Plan to a selected group of executives, including the CEO and CFO. The plan is based on Market

Stock Units (“MSU”) and is a performance-based scheme where the outcome is dependent on the share price at the time of vesting.

The number of MSUs granted to each participant was determined on the basis of a share price at inception of $33.83 for Tranche

2022 and $36.90 for Tranche 2023 (targets consider that Millicom share price at grant date - $30.75 - would appreciate 10% for

Tranche 2022 and 20% for tranche 2023 from the grant price). The aforementioned share prices and number of units granted have

been amended as a result of the effect of the right offering (see note C.1. ). At the vesting date, the value of the MSU were

determined by the 30-trading day average share price ended on September 30, 2022 for Tranche 2022, and the 30-trading day

average share price ended on June 30, 2023 for Tranche 2023. For each Tranche, the payment is made in cash 12 months after those

dates, provided the participant is still employed (subject to limited allowances for good leavers). For every participant, payment is

capped at 150% of their Target MSU Award Value set up for each Tranche. Participants of the Retention Plan were required to forfeit

their awards under the LTI plans 2019 and 2020 in respect of the Financial targets (Service Revenue and Operating Cash flow

growths), provided that the TSR component will continue to be active for these schemes. During 2023, Tranche 2022 has been paid

out to participants for a total cash amount of $1.15 million.

The MSU is a cash-settled share-based payment plan and Millicom measures the services acquired over the relevant service period

and the liability incurred at the fair value of the liability. Until the liability is settled, Millicom is required to remeasure the fair value of

the liability at the end of each reporting period and at the date of settlement, with any changes in value recognised the statement of

income.

As of December 31, 2023 and 2022, the fair value of the liability amounts to $1 million and $2 million, respectively, and was

determined by using Millicom's share price (using a Black-Scholes model would not result in material differences). The related cost

for the years ended December 31, 2023 and 2022, amounts to an expense of $1 million (as a result of the share price decrease over

the year) and a credit of $1 million, respectively.

B.4.2. Pension and other long-term employee benefit plans

Pension plans

The pension plans apply to employees who meet certain criteria (including years of service, age and participation in collective

agreements).

Pension and other similar employee related obligations can result from either defined contribution plans or defined benefit plans. A

defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity and no further


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-39

payment obligations exist once the contributions have been paid. The contributions are recognized as employee benefit expenses

when they are due. Prepaid contributions are recognized as assets to the extent that a cash refund or a reduction in future payments

is available.

Defined benefit pension plans define an amount of pension benefit that an employee will receive on retirement, usually dependent

on one or more factors such as age, years of service and compensation. The liability recognized in the statement of financial position

in respect of the defined benefit pension plan is the present value of the defined benefit obligation at the statement of financial

position date less the fair value of plan assets, together with adjustments for unrecognized actuarial gains or losses and past service

costs. The defined benefit obligation is calculated annually by independent actuaries. The present value of the defined benefit

obligation is determined by discounting the estimated future cash outflows, using an appropriate discount rate based on maturities

of the related pension liability. Re-measurement of net defined benefit liabilities are recognized in other comprehensive income and

not reclassified to the statement of income in subsequent years. Past service costs are recognized in the statement of income on the

earlier of the date of the plan amendment or curtailment, and the date that the Group recognizes related restructuring costs. Net

interest is calculated by applying the discount rate to the net defined benefit asset/liability.

Long-service plans

Long-service plans apply for Colombian subsidiary UNE employees with more than five years of service whereby additional bonuses

are paid to employees that reach each incremental length of service milestone (from five to 40 years).

Termination plans

UNE has a number of employee defined benefit plans. The level of benefits provided under the plans depends on collective

employment agreements and Colombian labor regulations. There are no defined assets related to the plans, and UNE make

payments to settle obligations under the plans out of available cash balances.

At December 31, 2023, the defined benefit obligation liability amounting to $51 million (2022: $37 million), increased mainly related

to interest cost ($5 million) and currency translation effect ($10 million), and payments expected in the plans in future years totals

$100 million (2022: $77 million). The average duration of the defined benefit obligation at December 31, 2023 is 4 years (2022: 4

years). The termination plans apply to employees that joined UNE prior to December 30, 1996. The level of payments depends on

the number of years in which the employee has worked before retirement or termination of their contract with UNE.

Except for the UNE pension plan described above, there are no other significant defined benefits plans in the Group.

B.4.3. Directors and executive management

The remuneration of the members of the Board of Directors comprises an annual fee and shares. Director remuneration is proposed

by the Nomination Committee and approved by the shareholders at their Annual General Meeting (AGM).

Remuneration charge for the non-executive Directors of the Board (gross of withholding tax)


	2023	2022	2021
	(US$ ’000)
Chairperson .........................................................................................................................................	315	315	300
Other non-executive directors of the Board ......................................................................................	1,360	1,408	1,338
Total (i) ................................................................................................................................................	1,675	1,723	1,638

Shares beneficially owned by the non-executive Directors


	2023	2022
	(number of shares)
Chairperson ....................................................................................................................................................................	—	43,891
Other non-executive directors of the Board ..................................................................................................................	94,718	152,298
Total (i) ...........................................................................................................................................................................	94,718	196,189

(i) Cash compensation is denominated in USD. Share based compensation is based on the market value of Millicom shares on the corresponding AGM

date (2023: in total 42,141shares; 2022: in total 41,167 shares; 2021: in total 24,737 shares. Net remuneration comprised 75% in shares and 25% in cash

(SEK) (2022: 73% in shares and 27% in cash; 2021: 73% in shares and 27% in cash).

The remuneration of executive management of Millicom comprises an annual base salary, an annual bonus, share based

compensation, social security contributions, pension contributions and other benefits. Bonus and share based compensation plans

(see note B.4.1.) are based on actual and future performance. Share based compensation is granted once a year by the

Compensation and Talent Committee of the Board. If the employment of Millicom’s senior executives is terminated, severance of up

to 12 months’ salary is potentially payable.


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-40

The annual base salary and other benefits of the Chief Executive Officer (CEO) and the Executive Vice Presidents (Executive team) are

proposed by the Compensation and Talent Committee and approved by the Board.

Remuneration charge for the Executive Team


	Mr. Mauricio Ramos	Mr. Sheldon Bruha	Other Executive Team Members (6 members) (i)
	(US$ ’000)
2023
Base salary .................................................................................................................	1,225	644	3,034
Bonus ........................................................................................................................	1,249	493	1,525
Pension .....................................................................................................................	293	173	727
Other benefits ...........................................................................................................	88	140	301
MSU (amount earned) ..............................................................................................	—	—	—
Termination benefits ................................................................................................	—	—	804
Total before share based compensation .............................................................	2,856	1,450	6,391
Share based compensation(ii) .................................................................................	11,831	2,449	7,383
Total ..........................................................................................................................	14,687	3,898	13,774


	Mr. Mauricio Ramos	Mr. Sheldon Bruha	Mr. Tim Pennington	Other Executive Team Members (5 members) (i)
	(US$ ’000)
2022
Base salary ..............................................................................................................	1,216	598	581	2,883
Bonus .....................................................................................................................	1,650	541	—	2,044
Pension ..................................................................................................................	287	144	87	663
Other benefits ........................................................................................................	82	67	40	312
MSU (amount earned) ...........................................................................................	373	—	67	174
Termination benefits .............................................................................................	—	—	877	—
Total before share based compensation ..........................................................	3,608	1,351	1,653	6,076
Share based compensation(ii) ..............................................................................	5,567	688	888	4,927
Total .......................................................................................................................	9,175	2,039	2,540	11,004


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-41


	Mr. Mauricio Ramos	Mr. Tim Pennington	Other Executive Team Members (5 members) (i)
	(US$ ’000)
2021
Base salary ...........................................................................................................................................	1,185	708	2,783
Bonus ...................................................................................................................................................	2,164	969	2,718
Pension ................................................................................................................................................	284	106	652
Other benefits .....................................................................................................................................	88	46	791
MSU (amount earned) .........................................................................................................................	991	198	545
Total before share based compensation .......................................................................................	4,712	2,027	7,489
Share based compensation(ii) ...........................................................................................................	7,914	1,652	5,383
Total ....................................................................................................................................................	12,626	3,679	12,872

(i)'For 2023, 'Other Executives' includes compensation paid to Mr. Maxime Lombardini (who joint the Group in September 2023). For 2023, 2022 and

2021, Other Executives' includes also compensation paid to Mr. Esteban Iriarte, former Chief Operating Officer (departed in May, 2023) and Ms Susy

Bobenrieth (departed in December, 2023).

(ii)See note B.4.1. for further details on share-based compensation. Calculated based on the closing Millicom share price on the Nasdaq in the US at the

grant date. 1,132,654 and 916,219 were awarded in 2023 to Mauricio Ramos, Sheldon Bruha and the Executive Team (2022: 290,049 and 338,171,

respectively; 2021: 196,904 and 211,578, respectively).

Share ownership and unvested share awards granted from Company equity plans to the Executive team


	CEO	Executive team	Total
	(number of shares)
2023
Share ownership (vested from equity plans and otherwise acquired) .............................................	459,948	259,694	719,642
Share awards not vested .....................................................................................................................	1,082,451	490,736	1,573,187
2022
Share ownership (vested from equity plans and otherwise acquired) .............................................	426,607	297,061	723,668
Share awards not vested .....................................................................................................................	519,006	593,765	1,112,771

B.5. Other non-operating (expenses) income, net

Non-operating items mainly comprise changes in fair value of derivatives and the impact of foreign exchange fluctuations on the

results of the Group.


	Note	2023	2022	2021
		(US$ millions)
Change in fair value of derivatives .............................................................	C.7.2.	4	12	3
Change in fair value in investment in Milvik (i) ..........................................		—	(6)	—
Change in fair value in investment in HT (ii) ..............................................	C.7.3.	—	—	18
Change in value of call option asset and put option liability (iii) ..............	C.7.4.	(2)	(1)	(31)
Exchange gains (losses), net .......................................................................		31	(84)	(42)
Other ..........................................................................................................		3	1	2
Total other non-operating (expenses) income, net		36	(78)	(49)

(i) (Milvik) Please see note A.3.

(ii) In June 2021, Millicom disposed of its entire stake in Helios Towers (HT) for a total net consideration of $163 million, triggering a net loss on disposal of

$15 million recorded in the statement of income under ‘other operating income (expenses), net’. The changes in fair value prior to the disposal were shown

under "Other non-operating (expenses) income, net"


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-42

(iii) Until June 29, 2022, date on which the non-controlling shareholders of Tigo Panama exercised their put option right to sell their remaining 20%

shareholding to Millicom (see note A.1.2.).

Foreign exchange gains and losses

Transactions denominated in a currency other than the functional currency are translated into the functional currency using

exchange rates prevailing at the transaction dates. Foreign exchange gains and losses resulting from the settlement of such

transactions, and on translation of monetary assets and liabilities denominated in currencies other than the functional currency at

year-end exchange rates, are recognized in the consolidated statement of income, except when deferred in equity as qualifying cash

flow hedges.

B.6. Taxation

B.6.1. Income tax expense

Tax mainly comprises income taxes of subsidiaries and withholding taxes on intra-group dividends and royalties for use of Millicom

trademarks and brands. Millicom operations are in jurisdictions with income tax rates of 10% to 35% levied on either revenue or

profit before income tax (2022: 10% to 35%; 2021: 10% to 35%). Income tax relating to items recognized directly in equity is also

recognized in equity.

Income tax charge


	2023	2022	2021
	(US$ millions)
Income tax (charge) credit
Withholding tax ...................................................................................................................................	(81)	(70)	(56)
Other income tax relating to the current year ...................................................................................	(170)	(165)	(106)
Adjustments in respect of prior years ................................................................................................	(10)	(39)	(13)
Total	(261)	(274)	(175)
Deferred tax (charge) credit
Origination and reversal of temporary differences ...........................................................................	44	168	72
Effect of change in tax rates ................................................................................................................	1	—	29

Tax income (expense) before valuation allowances ..........................................................................	45	168	101
(Increase)/decrease in unrecognised deferred tax assets and impairment(i) ...................................	(209)	(114)	(81)
Total	(164)	54	20
Adjustments in respect of prior years ................................................................................................	1	(2)	(3)
	(163)	52	17
Tax (charge) credit on continuing operations ...................................................................................	(424)	(222)	(158)
Tax (charge) credit on discontinuing operations ...............................................................................	—	(3)	(31)
Tax expense .......................................................................................................................................	(424)	(225)	(189)

(i) Mainly due to the impairment of tax credits and deferred tax assets, resulting from the application of IAS12 over their recognition.


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-43

Reconciliation between the tax expense and tax at the weighted average statutory tax rate is as follows:

Income tax calculation


	2023			2022			2021
	Continuing operations	Discontinued operations	Total	Continuing operations	Discontinued operations	Total	Continuing operations	Discontinued operations	Total
	(US$ millions)
Profit before tax ..........	175	4	179	238	116	354	728	3	731
Tax at the weighted average statutory rate ............................	(27)	(1)	(28)	(47)	(27)	(74)	(153)	(1)	(154)
Effect of:
Items taxed at a different rate .............	10	—	10	37	—	37	9	—	9
Change in tax rates on deferred tax balances ....................	1	—	1	—	—	—	29	—	29
Expenditure not deductible and income not taxable ..	(121)	1	(120)	1	26	27	83	(4)	79
Unrelieved withholding tax ........	(80)	—	(80)	(68)	—	(68)	(55)	—	(55)
Accounting for associates and joint ventures ....................	13	—	13	9	—	9	41	—	41
Movement in deferred tax on unremitted earnings	(2)	—	(2)	1	—	1	(15)	—	(15)
Unrecognized deferred tax assets and impairment of deferred tax assets ...	(209)	—	(209)	(114)	(2)	(116)	(138)	(6)	(144)
Recognition of previously unrecognized deferred tax assets ...	—	—	—	—	—	—	57	—	57
Adjustments in respect of prior years ..........................	(9)	—	(9)	(41)	—	(41)	(16)	(20)	(36)
Tax expense ............	(424)	—	(424)	(222)	(3)	(225)	(158)	(31)	(189)
Weighted average statutory tax rate ......	15.4%		15.6%	19.7%		20.9%	21.0%		21.1%
Effective tax rate .......	242.3%		236.9%	93.3%		63.6%	21.7%		25.9%

Tax expense increase from December 31, 2022, is mainly due to the impairment of tax credits and deferred tax assets in Colombia, resulting from the

application of IAS12 over their recognition.

B.6.2. Current tax assets and liabilities

Current tax assets and liabilities for current and prior periods are measured at the amount expected to be recovered from or paid to

the taxation authorities. The tax rate and tax laws used to compute the amount are those enacted or substantively enacted by the

statement of financial position date.

B.6.3. Deferred tax


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-44

Deferred tax is calculated using the liability method on temporary differences at the statement of financial position date between

the tax base of assets and liabilities and their carrying amount for financial reporting purposes.

Deferred tax liabilities are recognized for all taxable temporary differences, except where the deferred tax liability arises from the

initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the

transaction, affects neither accounting, nor taxable profit or loss.

Deferred tax assets are recognized for all temporary differences including unused tax credits and tax losses, to the extent that it is

probable that taxable profit will be available against which the deductible temporary differences can be utilized, except where the

deferred tax assets relate to deductible temporary differences from initial recognition of an asset or liability in a transaction that is

not a business combination, and, at the time of the transaction, affects neither accounting, nor taxable profit or loss. It is probable

that taxable profit will be available when there are sufficient taxable temporary differences relating to the same tax authority and the

same taxable entity which are expected to reverse in the same period as the expected reversal of the deductible temporary

difference.

The carrying amount of deferred tax assets is reviewed at each statement of financial position date and reduced to the extent that it

is no longer probable that sufficient taxable profit will be available to utilize them. Unrecognized deferred tax assets are reassessed

at each statement of financial position date and are recognized to the extent it is probable that future taxable profit will enable the

asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rate expected to apply in the year when the assets are realized or liabilities

settled, based on tax rates and tax laws that have been enacted or substantively enacted at the statement of financial position date.

Deferred tax assets and deferred tax liabilities are offset where legally enforceable set off rights exist and the deferred taxes relate to

the same taxable entity and the same taxation authority.

Deferred tax


	Fixed assets	Unused tax losses	Unremitted earnings	Other	Offset	Total
	(US$ millions)
Balance at December 31, 2021 ...........................	(130)	156	(26)	(34)	—	(34)
Deferred tax assets .................................................	97	156	—	162	(235)	180
Deferred tax liabilities ............................................	(227)	—	(26)	(196)	235	(214)
Balance at December 31, 2021 ...........................	(130)	156	(26)	(34)	—	(34)
Transfers to Assets Held for Sale ............................	57	—	—	(9)	—	48
(Charge)/credit to income statement ....................	29	(131)	1	153	—	52
Charge to Other Comprehensive Income .............	—	—	—	1	—	1
Exchange differences .............................................	—	(3)	—	(8)	—	(11)
Balance at December 31, 2022 ...........................	(44)	22	(25)	103	—	56
Deferred tax assets .................................................	109	22	—	104	(31)	204
Deferred tax liabilities ............................................	(153)	—	(25)	(1)	31	(148)
Balance at December 31, 2022 ...........................	(44)	22	(25)	103	—	56
(Charge)/credit to income statement ....................	(92)	(24)	(2)	(47)	—	(165)
Charge to Other Comprehensive Income .............	—	—	—	(1)	—	(1)
Reclassification from other accounts (i) ................	96	—	—	—	—	96
Exchange differences .............................................	7	2	1	4	—	14
Balance at December 31, 2023 ...........................	(33)	—	(26)	60	—	1
Deferred tax assets .................................................	88	—	—	64	(11)	141
Deferred tax liabilities ............................................	(121)	—	(26)	(4)	11	(140)
Balance at December 31, 2023 ...........................	(33)	—	(26)	60	—	1

(i) Reclassification of certain tax credits from current tax assets to deferred tax assets in Colombia, resulting from the application of IAS12.

Deferred tax assets have not been recognized in respect of the following deductible temporary differences:


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-45


	Fixed assets	Unused tax losses	Other	Total
	(US$ millions)
At December 31, 2023 .............................................................................................	122	5,623	518	6,263
At December 31, 2022 .............................................................................................	90	5,535	71	5,696

Unrecognized tax losses carryforward related to continuing operations expire as follows:


	2023	2022
	(US$ millions)
Expiry:
Within one year ...................................................................................................................................	1	—
Within one to five years ......................................................................................................................	15	3
After five years .....................................................................................................................................	1,612	1,598
No expiry .............................................................................................................................................	3,995	3,934
Total ....................................................................................................................................................	5,623	5,535

The Group has unrecognized tax losses in the following jurisdictions:


	2023	2022
Jurisdiction:	(US$ millions)
Luxembourg ........................................................................................................................................	5,108	5,197
Colombia ..............................................................................................................................................	479	222
Sweden ................................................................................................................................................	16	16
Panama ................................................................................................................................................	12	—
The Netherlands ..................................................................................................................................	3	4
Bolivia ...................................................................................................................................................	3	2
Curacao ................................................................................................................................................	1	94
United Kingdom ..................................................................................................................................	1	—
Unrecognized tax losses ...................................................................................................................	5,623	5,535

The aforementioned tax losses have not been recognized due to the remote possibility of utilizing all or portion of the total amount

available in application of IAS 12.

With effect from 2017, Luxembourg tax losses incurred may be carried forward for a maximum of 17 years. Losses incurred before

2017 may be carried forward without limitation of time.

At December 31, 2023, Millicom had $672 million of unremitted earnings of Millicom operating subsidiaries for which no deferred

tax liabilities were recognized (2022: $640 million; 2021 : $725 million). Except for intragroup dividends to be paid out of 2023 profits

in 2024 for which deferred tax of $26 million (2022: $25 million; 2021 $26 million) has been provided, it is anticipated that intra-

group dividends paid in future periods will be made out of profits of future periods.


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-46

B.7. Earnings per share

Basic earnings (loss) per share are calculated by dividing net profit for the year attributable to equity holders of the Company by the

weighted average number of ordinary shares outstanding during each year.

Diluted earnings (loss) per share are calculated by dividing the net profit for the year attributable to equity holders of the Company

by the weighted average number of ordinary shares outstanding during each year, plus the weighted average number of dilutive

potential shares.

Net profit/(loss) used in the earnings (loss) per share computation


	2023	2022	2021(ii)
	(US$ millions)
Basic and Diluted
Net profit (loss) attributable to equity holders from continuing operations .......................................	(86)	64	618
Net profit (loss) attributable to equity holders from discontinued operations ....................................	4	113	(28)
Net profit (loss) attributable to all equity holders to determine the profit (loss) per share ...............	(82)	177	590

in thousands
Weighted average number of ordinary shares for basic earnings per share ........................................	171,397	139,049	128,571
Effect of dilutive share-based compensation plans ...............................................................................	—	640	549
Weighted average number of ordinary shares (excluding treasury shares) adjusted for the effect of dilution (i) .................................................................................................................................................	171,397	139,690	129,120

	(U.S. dollars)
Basic
Earnings (loss) per common share for profit (loss) from continuing operations attributable to owners of the Company .........................................................................................................................	(0.50)	0.46	4.81
Earnings (loss) per common share for profit (loss) from discontinued operations attributable to owners of the Company .........................................................................................................................	0.02	0.81	(0.22)
Earnings (loss) per common share for profit (loss) for the period attributable to owners of the Company .................................................................................................................................................	(0.48)	1.27	4.59
Diluted
Earnings (loss) per common share for profit (loss) from continuing operations attributable to owners of the Company ..........................................................................................................................	(0.50)	0.46	4.79
Earnings (loss) per common share for profit (loss) from discontinued operations attributable to owners of the Company ..........................................................................................................................	0.02	0.81	(0.22)
Earnings (loss) per common share for profit (loss) for the period attributable to owners of the Company ..................................................................................................................................................	(0.48)	1.27	4.57

(i) For the purpose of calculating the diluted earnings (loss) per common share, the weighted average outstanding shares used for the basic earnings (loss)

per common share were increased only by the portion of the shares which have a dilutive effect on the earnings (loss) per common share. As a result, for

years in which the Group has reported net loss, diluted net loss per share is the same as the basic net loss per share, because dilutive ordinary shares are not

assumed to have been issued if their effect is anti-dilutive. Accordingly, 1,433 thousand potential ordinary shares as a result of share-based compensation

plans were not considered in 2023 EPS as their impact was anti-dilutive.

(ii) As required by IAS 33 ‘Earnings per share’ the impact of the bonus element included within the rights offering (see note C.1. ) has been included in the

calculations of the basic and diluted earnings per share for 2022 and comparative figures have been re-presented accordingly.

C. Capital structure and financing

C.1. Share capital, share premium and reserves

Common shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a

deduction from the proceeds.

Where any Group company purchases the Company’s share capital, the consideration paid, including any directly attributable

incremental costs, is shown under Treasury shares and deducted from equity attributable to the Company’s equity holders until the

shares are canceled, reissued or disposed of. Where such shares are subsequently sold or reissued, any consideration received, net of


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-47

any directly attributable incremental costs and the related income tax effects is included in equity attributable to the Company’s

equity holders.

Share capital, share premium


	2023	2022
Authorized and registered share capital (number of shares) .............................................................................	200,000,000	200,000,000
Subscribed and fully paid up share capital (number of shares) ..........................................................................	172,096,305	172,096,305
Par value per share ................................................................................................................................................	1.50	1.50
Share capital (US$ millions) ..................................................................................................................................	258	258
Share premium (US$ millions) ..............................................................................................................................	1,076	1,085
Total (US$ millions) ............................................................................................................................................	1,334	1,343

On May 18, 2022, the Board of Directors of Millicom resolved on a rights offering (the "Rights Offering") granting preferential

subscription rights to existing holders of shares and Swedish Depositary Receipts ("SDRs") to subscribe for up to 70,357,088 shares in

aggregate. The result of the Rights Offering showed that 68,822,675 shares, including those represented by SDRs, have been

subscribed for by the exercise of basic subscription rights. The remaining 1,534,413 shares, including those represented by SDRs,

were allotted to those investors who subscribed for them pursuant to over subscription privileges. The Rights Offering was thus fully

subscribed, and Millicom received proceeds amounting to approximately $717 million after deducting underwriting commissions

and other offering expenses of $28 million.

As a result, the Rights Offering resulted in the issuance of 70,357,088 new shares, which increased the number of outstanding shares

in Millicom from 101,739,217 to 172,096,305. The share capital also increased by $106 million to $258 million from $153 million. The

remaining $611 million had been allocated to the Group's share premium account.

Other equity reserves


	Legal reserve	Equity settled transaction reserve	Hedge reserve	Currency translation reserve	Pension obligation reserve	Total
	(US$ millions)
As of January 1, 2021 .....................................	16	50	(19)	(605)	(4)	(562)
Share based compensation ..............................	—	18	—	—	—	18
Issuance of shares with respect to LTIPs ..........	—	(25)	—	—	—	(25)
Remeasurements of post-employment benefit obligations ...........................................	—	—	—	—	2	2
Cash flow hedge reserve movement ...............	—	—	14	—	—	14
Currency translation movement ......................	—	—	1	(41)	—	(41)
As of December 31, 2021 ...............................	16	43	(3)	(646)	(3)	(593)
Share based compensation ..............................	—	25	—	—	—	25
Issuance of shares with respect to LTIPs ..........	—	(17)	—	—	—	(17)
Remeasurements of post-employment benefit obligations ...........................................	—	—	—	—	(2)	(2)
Cash flow hedge reserve movement ...............	—	—	8	—	1	9
Currency translation movement ......................	—	—	—	20	—	20
As of December 31, 2022 ...............................	16	51	5	(626)	(4)	(559)
Share based compensation ..............................	—	50	—	—	—	50
Issuance of shares with respect to LTIPs ..........	—	(40)	—	—	—	(40)
Remeasurements of post-employment benefit obligations ...........................................	—	—	—	—	(2)	(2)
Transfer to legal reserves ..................................	2	—	—	—	—	2
Cash flow hedge reserve movement ...............	—	—	(7)	—	—	(7)
Currency translation movement ......................	—	—	—	56	—	56
As of December 31, 2023 ...............................	18	61	(2)	(571)	(6)	(500)

C.1.1. Legal reserve


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-48

If Millicom International Cellular S.A. reports an annual net profit on a non-consolidated basis, Luxembourg law requires

appropriation of an amount equal to at least 5% of the annual net profit to a legal reserve until such reserve equals 10% of the issued

share capital. This reserve is not available for dividend distribution. In 2023, the AGM approved an allocation to the legal reserve for

an amount of $1.9 million as a result of the capital increase which took place in 2022. No allocation was required in 2021 or 2022 as

the 10% minimum level had been reached in 2011.

C.1.2. Equity settled transaction reserve

The cost of long-term share incentive plans ("LTIPs ")is recognized as an increase in the equity-settled transaction reserve over the

period in which the performance and/or service conditions are rendered. When shares under the LTIPs vest and are issued the

corresponding reserve is transferred to share premium.

C.1.3. Hedge reserve

The effective portions of changes in value of cash flow hedges are recorded in the hedge reserve (see note C.1. ).

C.1.4. Currency translation reserve

The currency translation reserve includes foreign exchange gains and losses arising from translations of subsidiaries (joint ventures

and associates) with functional currencies different to US dollar. Their relevant financial position captions are translated to US dollars

using the closing exchange rate; while their relevant statement of income captions are translated to US dollars at monthly average

exchange rates during the year. When the Group disposes of or loses control or significant influence over a foreign operation,

exchange differences that were recorded in equity are recognized in the consolidated statement of income as part of gain or loss on

sale or loss of control and/or significant influence.

C.2. Dividend distributions

No dividend distributions were made in the last three years as the Group pivoted its shareholder's remuneration strategy to share

buybacks.

In addition, the ability of the Company to make dividend payments is subject to, among other things, the terms of indebtedness,

legal restrictions and the ability to repatriate funds from Millicom’s various operations. At December 31, 2023, $491 million

(December 31, 2022: $472 million; December 31, 2021: $486 million) of Millicom’s retained profits represent statutory reserves that

are unavailable to be distributed to owners of the Company.

C.3. Debt and financing


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-49

Debt and financing by type (i)


	Note	2023	2022
		(US$ millions)
Debt and financing due after more than one year
Bonds ...................................................................................................................................................	C.3.1.	4,638	4,879
Banks ....................................................................................................................................................	C.3.2.	1,832	1,776
Other financing (ii) ..............................................................................................................................		38	30
Total non-current financing ............................................................................................................		6,508	6,686
Less: portion payable within one year ................................................................................................		(32)	(61)
Total non-current financing due after more than one year ........................................................		6,476	6,624
Debt and financing due within one year
Bonds ...................................................................................................................................................	C.3.1.	111	101
Banks ....................................................................................................................................................	C.3.2.	59	18
Other financing ...................................................................................................................................		18	—
Total current debt and financing ....................................................................................................		188	119
Add: portion of non-current debt payable within one year ..............................................................		32	61
Total ....................................................................................................................................................		221	180
Total debt and financing ..................................................................................................................		6,697	6,804

(i)See note D.1.1.. for further details on maturity profile of the Group debt and financing.

(ii) In July 2018, the Company issued a COP144,054.5 million /$50 million bilateral facility with IIC (Inter-American Development Bank) for a USD indexed

to COP Note. The note bears interest at 9.450% p.a.. This COP Note is used as net investment hedge of the net assets of our operations in Colombia.

Debt and financing by location


	2023	2022
	(US$ millions)
Millicom International Cellular S.A. (Luxembourg) ............................................................................................................	2,388	2,573
Guatemala .......................................................................................................................................................................	1,463	1,465
Colombia .........................................................................................................................................................................	713	605
Paraguay .........................................................................................................................................................................	665	678
Bolivia ..............................................................................................................................................................................	246	260
Panama ...........................................................................................................................................................................	759	773
Costa Rica ........................................................................................................................................................................	142	128
El Salvador .......................................................................................................................................................................	174	173
Nicaragua ........................................................................................................................................................................	148	147
Total debt and financing .............................................................................................................................................	6,697	6,804

Debt and financing are initially recognized at fair value, net of directly attributable transaction costs. They are subsequently

measured at amortized cost using the effective interest rate method. Amortized cost is calculated by taking into account any

discount or premium on acquisition and any fees or costs that are an integral part of the effective interest rate. Any difference

between the initial amount and the maturity amount is recognized in the consolidated statement of income over the period of the

borrowing. Borrowings are classified as current liabilities, unless the Group has an unconditional right to defer settlement of the

liability for at least 12 months from the statement of financial position date.


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-50

C.3.1. Bond financing

Bond financing


	Note	Country	Maturity	Interest Rate %	2023	2022
					(US$ millions)
SEK Variable Rate Notes ............................	1	Luxembourg	2024	STIBOR (i) + 2.350%	—	191
SEK Variable Rate Notes ............................	1	Luxembourg	2027	STIBOR (i) + 3.000%	222	214
USD 4.500% Senior Notes .........................	2	Luxembourg	2031	4.500%	766	779
USD 6.625% Senior Notes .........................	3	Luxembourg	2026	6.625%	147	147
USD 6.250% Senior Notes .........................	4	Luxembourg	2029	6.250%	671	670
USD 5.125% Senior Notes .........................	5	Luxembourg	2028	5.125%	446	446
USD 5.875% Senior Notes .........................	6	Paraguay	2027	5.875%	507	508
PYG 8.750% Notes (tranche A) .................	6	Paraguay	2024	8.750%	16	16
PYG 9.250% Notes (tranche B) ..................	6	Paraguay	2026	9.250%	7	7
PYG 10.000% Notes (tranche C) ...............	6	Paraguay	2029	10.000%	9	9
PYG 9.250% Notes (tranche D) .................	6	Paraguay	2026	9.250%	1	1
PYG 10.000% Notes (tranche E) ................	6	Paraguay	2029	10.000%	3	3
PYG 9.250% Notes (tranche F) ..................	6	Paraguay	2027	9.250%	2	2
PYG 10.000% Notes (tranche G) ...............	6	Paraguay	2030	10.000%	3	3
PYG 6.000% Notes (tranche H) .................	6	Paraguay	2026	6.000%	13	13
PYG 6.700% Notes (tranche I) ...................	6	Paraguay	2028	6.700%	20	19
PYG 7.500% Notes (tranche J) ..................	6	Paraguay	2031	7.500%	22	22
BOB 5.800% Notes ....................................	7	Bolivia	2026	5.800%	29	35
BOB 4.850% Notes ....................................	7	Bolivia	2023	4.850%	—	14
BOB 3.950% Notes ....................................	7	Bolivia	2024	3.950%	7	14
BOB 4.600% Notes ....................................	7	Bolivia	2024	4.600%	20	41
BOB 4.300% Notes ....................................	7	Bolivia	2029	4.300%	13	15
BOB 4.700% Notes ....................................	7	Bolivia	2024	4.700%	10	21
BOB 5.300% Notes ....................................	7	Bolivia	2026	5.300%	6	8
BOB 5.000% Notes ....................................	7	Bolivia	2026	5.000%	42	48
BOB 6.000% Notes ....................................	7	Bolivia	2028	6.000%	57	—
UNE Bond 2 (tranches A and B) ................	8	Colombia	2023	CPI (ii) + 4.76%	—	31
UNE Bond 3 (tranche A) ............................	8	Colombia	2024	+9.35%	42	33
UNE Bond 3 (tranche B) ............................	8	Colombia	2026	CPI (ii) + 4.15%	66	53
UNE Bond 3 (tranche C) ............................	8	Colombia	2036	CPI (ii) + 4.89%	33	26
UNE Bond 6.600% .....................................	8	Colombia	2030	6.600%	39	31
UNE Bond 4 (tranche A) ............................	8	Colombia	2028	5.560%	30	24
UNE Bond 4 (tranche B) ............................	8	Colombia	2031	CPI (ii) +2.61%	74	59
UNE Bond 4 (tranche C) ............................	8	Colombia	2036	CPI (ii) + 3.18%	22	18
UNE Bond 7 (tranche A) ............................	8	Colombia	2026	CPI + 8.10%	3	—
UNE Bond 7 (tranche B) ............................	8	Colombia	2027	CPI + 8.25%	4	—
USD 4.500% Senior Notes .........................	9	Panama	2030	4.500%	575	589
USD 5.125% Senior Notes .........................	10	Guatemala	2032	5.125%	823	870
Total bond financing ..............................					4,750	4,980

(i)STIBOR – Swedish Interbank Offered Rate.

(ii)CPI - Colombian Consumer Price Index


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-51

Luxembourg

(1)SEK Notes

In May 2019, MIC S.A. completed its offering of a SEK 2 billion floating rate senior unsecured sustainability bond due 2024 (the "2024

SEK bond"). The bond carried a floating coupon of 3-month Stibor+235bps. The Notes were redeemed in full on June 8, 2023 and

cost of issuance fully amortized, accordingly. The 2024 SEK bond was swapped with various banks to hedge its principal and interest

rate exposure, pursuant to which it effectively paid fixed-rate coupons in US dollars between 4.990% and 4.880%. The Group settled

the swaps on the same date for $23 million.

On January 10, 2022, Millicom placed a SEK 2.2 billion floating rate senior unsecured sustainability bond due on 2027 (the "2027 SEK

bond") carrying a floating coupon priced at 3-month Stibor+300bps. Costs of issuance of $2.4 million is amortized over the five year

life of the bond (the effective interest rate is 3.23%). The 2027 SEK bond is swapped to US dollars to hedge the exchange risk of its

principal and interest payments (see D.1.2.).

(2) (2031) USD 4.500% Senior Notes

On October 19, 2020, MIC S.A. issued $500 million aggregate principal amount of 4.500% Senior Notes due 2031. The Notes bear

interest at 4.500% p.a., payable semiannually in arrears on each interest payment date. Proceeds were used to early redeem MIC

S.A.'s $500 million 6.000% Senior Notes due 2025. Costs of issuance of $5.5 million is amortized over the eleven-year life of the notes

(the effective interest rate is 4.800%).

On September 22, 2021, Millicom announced the early participation exchange results from its offer dated September 8, 2021;

$302.1 million of the 6.625% Notes due 2026 were exchanged for $307.5 million of the 4.5% Notes due 2031 (at 101.812% exchange

ratio). The gain of $15 million, derived from applying the "modification accounting" under IFRS 9 to this exchange, has been

recorded under "Interest and other financial income" in the statement of income during the year ended December 31, 2021.

Transaction costs attributable to this exchange amount to approximately $4 million and are amortized over the remaining life of the

Notes due 2031.

In November and December 2023, Millicom repurchased some of the 2031 USD 4.500% Senior Notes on the open market for a total

amount of $12 million. The difference with their carrying value of $16 million has been recognized as financial income. The

corresponding Notes have subsequently been cancelled.

(3)(2026) USD 6.625% Senior Notes

In October 2018, MIC S.A. issued $500 million aggregate principal amount of 6.625% Senior Notes due 2026. The Notes bear interest

at 6.625% p.a., payable semiannually in arrears on each interest payment date. Proceeds were used to finance Cable Onda’s

acquisition. Costs of issuance of $6 million were amortized over the eight -year life of the notes (the effective interest rate is 6.750%).

As aforementioned, $302.1 million of the 6.625% Notes due 2026 were exchanged during 2021 for $307.5 million of newly issued

4.5% Notes due 2031.

On February 22, 2021, Millicom redeemed 10% of the principal outstanding of its Notes due 2026, 2028 and 2029 at a price of 103%.

This redemption followed Millicom’s announcement dated February 11, 2021. Total consideration of approximately $180 million was

funded from cash, consistent with the Company's decision to prioritize debt reduction. The redemption premium of $5 million and

the accelerated amortization of the upfront costs of $3 million, have been recorded in the line "Interest and other financial expenses"

in the statement of income during the year ended December 31, 2021.

(4)(2029) USD 6.250% Senior Notes

In March 2019, MIC S.A. issued $750 million of 6.250% notes due 2029. The notes bear interest at 6.250% p.a., payable semi-annually

in arrears on March 25 and September 25 of each year, starting on September 25, 2019. The net proceeds were used to finance, in

part, the completed Telefónica CAM Acquisitions. Costs of issuance of $8.2 million are amortized over the ten-year life of the notes

(the effective interest rate is 6.360%). On February 22, 2021, Millicom redeemed 10% of the principal outstanding of its Notes due

2026, 2028 and 2029 at a price of 103%. See above.

(5)(2028) USD 5.125% Senior Notes

In September 2017, MIC S.A. issued a $500 million, ten-year bond due January 2028, with an interest rate of 5.125%. Costs of issuance

of $7 million are amortized over the ten year life of the notes (effective interest rate is 5.240%). On February 22, 2021, Millicom

redeemed 10% of the principal outstanding of its Notes due 2026, 2028 and 2029 at a price of 103%. See above.

Paraguay

(6)(2027) USD 5.875% Senior Notes and (2024-2031) PYG Notes

In April 2019, Telefónica Celular del Paraguay S.A.E. (Telecel) issued $300 million 5.875% senior notes due 2027. The notes bear

interest at 5.875% p.a., payable semi-annually in arrears on April 15 and October 15 of each year, starting on October 15, 2019. The


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-52

net proceeds were used to finance the repurchase of the Telecel 6.750% 2022 notes. Costs of issuance of $4 million are amortized

over the eight-year life of the notes (the effective interest rate is 6.04%). On January 28, 2020, Telecel issued at a premium

$250 million of 5.875% Senior Notes due 2027 (the "New Notes"), representing an additional issuance from the Senior Notes

described above. The New Notes are treated as a single class with the initial notes, and were priced at 106.375% for an implied yield

to maturity of 4.817%. The corresponding $15 million premium received is amortized over the Senior Notes maturity. On November

4, 2022, Telecel announced a tender offer (early tender consideration for $927.5 for each $1,000 principal amount of notes) to

purchase for cash up to $55 million in aggregate principal amount of the Senior Notes. On November 20, 2022, Telecel announced

that approximately $47 million in principal amount of the mentioned Notes, have been accepted and settled on November 21, 2022.

Late tender expired on December 6, 2022 with no further tendered Notes. Total consideration amounted to approximately

$44 million with a net financial income impact of $3 million given the Notes were repurchased below their par value.

In May 2020, Telefónica Celular del Paraguay, S.A.E.. completed the acquisition of another Millicom subsidiary in Paraguay - Mobile

Cash Paraguay S.A , and further on June 30, 2020, the acquisition of Servicios y Productos Multimedios S.A.. Effective as of those

dates, these new entities now form part of the borrower's group for the purposes of the $550 million 5.875% Senior Notes due 2027

issued by Telefónica Celular del Paraguay, S.A.E.. In addition, as of July 7, 2020 Servicios y Productos Multimedios S.A. became

guarantor of the 5.875% Notes due 2027.

Between June 2019 and February 2020, Telecel registered and completed the issuance of a bond program for PYG 300,000 million

(approximately $41 million using December 31, 2023 exchange rate) program on the Paraguayan stock market, launched in different

series from 5 years to 10 years.

On October 1, 2021, Telecel issued another PYG 400,000 million bond (approximately $54 million using December 31, 2023

exchange rate) in three series with fixed interest rates between 6% to 7.5% and a repayment period from 5 to 10 years.

Bolivia

(7)BOB Notes

In November 2015, Telefónica Celular de Bolivia S.A. issued a BOB 696 million (approximately $100 million) of notes in two series,

series A for BOB 104.4 million (approximately $15 million), with a fixed annual interest rate of 4.050%, maturing in August 2020 and

series B for BOB 591.6 million (approximately $85 million) with a fixed annual interest rate of 4.850%, maturing in August 2023. The

bond has coupon with interest payable semi-annually in arrears in March and September during the first two years, thereafter each

February and August. The effective interest rate is 4.840% . These bonds are listed on the Bolivia Stock Exchange. In January 2023,

Telefónica Celular de Bolivia S.A. fully repaid the 4.850% notes which were due in August 2023.

In August 2016, Telefónica Celular de Bolivia S.A. issued a new bond for a total amount of BOB 522 million consisting of two tranches

(approximately $50 million and $25 million, respectively). Tranche A and B bear fixed interest at 3.950% and 4.300%, and will mature

in June 2024 and June 2029, respectively. These bonds are listed on the Bolivia Stock Exchange.

In October 2017, Telefónica Celular de Bolivia S.A placed approximately $80 million of local currency bonds in three tranches, which

mature in 2022, 2024 and 2026 with a 4.300% , 4.700% and 5.300% respectively. These bonds are listed on the Bolivia Stock

Exchange.

In July 2019 Telefónica Celular de Bolivia S.A issued two bonds one for BOB 420 million (approximately $61 million) with a 5.000%

coupon maturing on August 2026 and another one for BOB 280 million (approximately $40 million) with a 4.600% coupon maturing

on August 2024. Interest payments are semiannual and both bonds are listed on the Bolivia Stock Exchange.

In December 2020, Telefónica Celular de Bolivia S.A. issued BOB 345 million (approximately $50 million) senior notes which were

priced at 5.800% due in 2026.

In November 2023, Tigo Bolivia issued a 6.00% local bond for an amount of BOB 387.5m (approximately $56 million at the time of

the transaction) which is due in July 2028 to refinance some debt repayments, finance capex and general corporate purposes.

Colombia

(8)UNE Bonds

In May 2011, UNE EPM Telecomunicaciones S.A. ("UNE") issued a COP300 billion (approximately $126 million) bond consisting of two

equal tranches with five and twelve-year maturities. Interest rates are variable and depend on the tranche. Tranche A had variable

interest, based on CPI, in Colombian peso and paid in Colombian peso. Tranche B bears variable interest, based on CPI, in Colombian

peso and paid in Colombian peso. UNE applied the proceeds to finance its investment plan. Tranche A matured in October 2016 and

tranche B was repaid in December 2023.

In May 2016, UNE issued a COP540 billion bond (approximately $176 million) consisting of three tranches (approximately $52

million, $83 million and $41 million respectively). Interest rates are either fixed or variable depending on the tranche. Tranche A

bears fixed interest at 9.350%, while tranche B and C bear variable interest, based on CPI, (respective margins of CPI + 4.150% and


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-53

CPI + 4.890%), in Colombian peso. UNE applied the proceeds to finance its investment plan and repay one bond (COP150 billion

tranche). Tranches A, B and C will mature in May 2024, May 2026 and May 2036, respectively.

In March 2020, UNE issued local bonds for an amount of COP 150 billion (approximately $44 million) to repay an existing bond for

the same value, with a 6.600% fixed rate for 10 years.

On February 16, 2021, UNE issued under the approved local bond program, a COP 485,680 million bond (approximately $138 million

using the transaction date exchange rate) with 3 maturities; Series 7 years at 5.56% fixed rate, Series 10 years at CPI plus 2.61% and

Series 15 years at CPI plus 3.18% margin. With the aim to improve UNE’s natural hedge against local currency, the bond proceeds

were used on March 26, 2021 to partially repay 50% of the $300 million syndicated loan of Colombia Movil S.A. (originally due in

December 2024).

On January 5, 2023, UNE issued a COP230 billion (approximately $50 million at the time of the transaction) bond consisting of two

tranches with three and four and a half-year maturities. Interest rates are variable, based on CPI + a margin, and interest is payable in

Colombian peso.

On August 28, 2023, Millicom designated UNE, Colombia Móvil S.A. E.S.P., Edatel S.A. E.S.P., Orbitel Servicios Internacionales S.A.S.,

Cinco Telecom Corp., Inversiones Telco S.A.S. and Emtelco S.A.S. (collectively, the “Colombia Unrestricted Subsidiaries”), which are

the entities constituting its Colombian operations as “Unrestricted Subsidiaries” under the 4.500% Notes, the 6.625% Notes, the

5.125% Notes, the 6.250% Notes, the SEK Bond, COP Bond and several of its financing agreements (see note G.6.)

Panama

(9) Cable Onda Bonds

In November 2019, Cable Onda issued $600 million aggregate principal amount of 4.500% senior notes due 2030 payable in U.S.

dollars, registered with the Superintendencia del Mercado de Valores de Panamá and listed on the Luxembourg Stock Exchange and

on the Panamá Stock Exchange. The Notes bear interest from November 1, 2019 at a rate of 4.500% per annum, payable on January

30, 2020, for the first payment and thereafter semiannually in arrears on each interest payment date. The proceeds were used to

fund the Panama Acquisition and to refinance certain local financing. Costs of issuance of $16 million, which include an original issue

discount (OID) is amortized over the ten-year life of the notes (the effective interest rate is 4.690%).

In December 2023, Cable Onda repurchased some of these Senior notes on the open market for a total amount of $13 million. The

difference with their carrying value of $16 million has been recognized as a financial income. The corresponding Notes have

subsequently been cancelled.

Guatemala

(10)(2032) USD 5.125% Senior Notes

On January 27, 2022, the Group's principal subsidiary in Guatemala, Comunicaciones Celulares, S.A. ("Comcel"), completed the

issuance of 10-year $900 million Senior Notes with a coupon of 5.125% per annum. The proceeds from this bond were used to repay

a significant portion of the bridge financing that was used to fund the acquisition of the remaining 45% equity interest in the Tigo

Guatemala operations (see note A.1.2.).

On November 4, 2022, Comcel announced a tender offer (early tender consideration for $822.5 for each $1,000 principal amount of

notes) to purchase for cash up to $90 million in aggregate principal amount of the Senior Notes. On November 20, 2022, Comcel

announced that approximately $19 million in principal amount of the mentioned Notes, have been accepted and settled on

November 21, 2022. Late tender expired on December 6, 2022 with no further tendered Notes. Total consideration amounted to

approximately $16 million with a net financial income impact of $3 million given the Notes were repurchased below their par value.

In November and December 2023, Comcel repurchased some of these Senior Notes on the open market for a total amount of $42

million . The difference with their carrying value of $49 million has been recognized as financial income. The corresponding Notes

have subsequently been cancelled.

C.3.2. Bank and Development Financial Institution financing


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-54


	Note	Country	Maturity range	Interest rate	2023	2022
					(US$ millions)
Fixed rate loans
PYG Long-term loans .......................................	1	Paraguay	2023-2028	Fixed	63	76
USD - Long-term loans .....................................	2	Panama	2025-2026	Fixed	185	185
BOB Long-term loans .......................................	3	Bolivia	2023-2028	Fixed	62	64
GTQ Long-term loans .......................................	8	Guatemala	2023-2030	Fixed	640	595
Variable rate loans
USD Long-term loans .......................................	4	Costa Rica	2026	Variable	32	32
CRC Long-term loans .......................................	4	Costa Rica	2026	Variable	110	96
COP Long-term loans .......................................	5	Colombia	2025-2031	Variable	331	280
USD Long-term loans .......................................	5	Colombia	2024	Variable	50	50
USD Credit Facility / Senior Unsecured Term Loan Facility ......................................................	6	El Salvador	2026-2027	Variable	174	173
USD Long-term loans .......................................	6	Nicaragua	2027	Variable	148	147
USD Revolving Credit Facility(i) .......................	7	Luxembourg	2025	Variable	(2)	(3)
USD DNB Bilateral .............................................	7	Luxembourg	2026	Variable	100	99
Total Bank and Development Financial Institution financing ......................................					1,891	1,794

(i) Relates to the amortized costs of the undrawn RCF that the Company entered into in October 2020 - see point 7 below.

Below are some further details on the facilities disclosed in the table above. When applicable, local currency amounts are translated

in USD using the exchange rate at the time of obtaining them.

1. Paraguay

In July 2018, Telefónica Celular del Paraguay S.A.E. executed a seven-year loan with Regional Bank for PYG 115,000 million

(approximately $18 million) with a final maturity in 2025.

In January 2019, Telefónica Celular del Paraguay S.A.E. obtained a seven-year loan from BBVA Bank for PYG 177,000 million

(approximately $29 million at the date of the transaction) which is due on November, 26, 2025.

In September 2019, Telefónica Celular del Paraguay S.A.E. executed an amended and restated agreement with Banco Continental

S.A.E.C.A., to consolidate three existing loans, for a PYG 370,000 million (approximately $57 million). The new loan has a maturity of

7 years.

In December 2020, Telecel executed a credit agreement with Banco Continental S.A.E.C.A for PYG 200,000 million (approximately

$29 million) with a duration of 2.5 years. Main aim was to refinance outstanding bank loans with maturities from 2021 to 2025.

In December 2021, Telecel entered into a new loan of PYG 50,000 million (approximately $7 million) with GNB to refinance an

outstanding bank loan with Banco Itaú. This loan bears fixed interest and will mature in 2024.

2. Panama

In August 2019, Telecomunicaciones Digitales, S.A. (formerly Cable Onda S.A.) entered into two credit agreements, one with Banco

Nacional de Panama S.A , for $75 million which bears a fixed interest and has a 5 year duration and another one with the Bank of

Nova Scotia (Sucursal Panama) for $75 million with a fixed interest and a five year duration to finance and refinance working capital

and capital expenditures. In October 2020 and September 2021, the $75 million credit agreement with Banco Nacional de Panama

S.A. has been early repaid. On July 29th, 2022 the $75 million loan with The Bank of Nova Scotia was repaid.

In December 2020, Telecomunicaciones Digitales, S.A. executed a credit agreement with Bank of Nova Scotia with a 60 month

duration for $110 million divided into 2 tranches. Tranche A ($85 million) was disbursed on December 2020 to partially recall the

Local Bond ($85 million) and Tranche B ($25 million) was disbursed on March 1, 2021.

On August 31, 2021, Telecomunicaciones Digitales, S.A. executed an agreement with Bank of Scotia for $75 million at a fixed rate.

The facility was used to repay Cable Onda's remaining balance under the 5.75% local bond, which was initially due on September 3,

2025.


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-55

3. Bolivia

In June 2018, Telefónica Celular de Bolivia S.A. ("Tigo Bolivia") entered into a two tranche loan agreement with Banco BISA S.A for

BOB 69.6 million (approximately $10 million) each, with a fixed interest rate. The loans have a term of 7 years.

In November 2019, they executed a new loan with Banco de Crédito de Bolivia S.A for Bs. 78 million (approximately $11 million), with

semiannual payments and a fixed interest rate. The loan has a term of 4 years.

In October 2021, Tigo Bolivia signed additional credit facilities for a total amount of approximately $26 million with a repayment

period between 2.5 and 5 years and bearing fixed interest rate.

In July 2022, Tigo Bolivia signed two new loan agreements for a total amount of approximately $8 million and a repayment period of

five years, bearing fixed interest rate.

In February and August 2023, Tigo Bolivia signed a total of seven new bank loan agreements in local currency, all bearing fixed

interest rates, for a corresponding total amount of approximately $53 million, and a repayment period between 1 and 5 years. The

proceeds were used to refinance certain local financing. Out of these, approximately $20 million are guaranteed by stand-by letters

of credit which were issued by Banco Latinoamericano de Comercio Exterior - Bladex S.A..

4. Costa Rica

On October 25, 2021, Millicom Cable Costa Rica S.A. executed new syndicated loan entered into by the Company and Millicom Cable

Costa Rica as co-borrowers for an amount of $125 million. This loan has 2 tranches, a USD $33 million tranche with a SOFR+ margin

and a local currency tranche at TBP+margin for an amount equivalent to $92 million.

5. Colombia

On December 14, 2021, UNE EPM Telecomunicaciones S.A. entered into an ESG Linked agreement with Bancolombia for a COP

450,000 million (approximately $94 million at the December 31, 2023 exchange rate) loan with a variable rate and a maturity of 7

years.

On December 20, 2019, the Group's operation in Colombia executed an amendment to the $300 million loan between Colombia

Móvil S.A. E.S.P. as borrower and UNE EPM Telecomunicaciones S.A., as guarantor with a consortium of banks to extend the maturity

for 5 years (now due on December 20, 2024) and lower the applicable margin. On March 26, 2021, $150 million were paid.

On September and November 2020, Colombia executed 4 new cross currency swaps of $25 million each with Bancolombia, JP

Morgan and BBVA to complete $100 million and hedge the exposure of a portion of the $300 million Syndicated Loan Agreement,

fixing the exchange and interest rates (see note D.1.2.).

On January 21, 2022, Colombia Movil S.A. repaid $100 million of the outstanding amount of the aforementioned Syndicated Loan

Agreement. On January 19, 2022, the respective cross currency swaps with Bancolombia and JP Morgan for $25 million, each, were

terminated. This resulted in a gain and cash settlement of $26 million (see note D.1.2.).

As of December 31, 2023, there is still $50 million outstanding under the Syndicated Loan Agreement, which is covered by cross

currency and interest rate swaps.

On October 5, 2022 UNE EPM Telecomunicaciones S.A. entered into a credit loan with Bancolombia for COP 85,000 million loan

(approximately $18 million) with a variable rate at Incremental Borrowing Rate +margin and a maturity of 1 year. The loan was

extended to December 2023 when it was fully repaid.

6. El Salvador and Nicaragua

On December 26, 2021, Telemovil El Salvador S.A. ("Telemovil") executed a new credit agreement for $100 million with a 5 year

maturity, which bears a variable interest to refinance the $100 million loan agreement dated March 23, 2018 with DNB and Nordea,

which was entirely repaid on December 29, 2021. The credit agreement is guaranteed by Millicom.

On September 12, 2022, Telefonia Celular de Nicaragua, S.A. ("Nicaragua") and Telemovil entered into a new Credit and Guaranty

Agreement with Bank of Nova Scotia as Administrative Agent and Citigroup and Bladex as Joint Lead Arrangers, and with the

Company as Guarantor for $225 million Unsecured Term Loan with a 5-year maturity. The allocated portion for Telemovil is

$75 million and the allocated portion for Nicaragua is $150 million. The proceeds have been used to partially repay loans with other

companies within the Group. The interest rate for this loan is SOFR based plus a margin.

7. Luxembourg

In October 2020, MICSA. entered into a 5 year, $600 million ESG-linked revolving credit facility (the "Facility") with a syndicate of 11

commercial banks. This facility was not drawdown so far and could be used for financing of working capital or for general corporate

purposes, if needed.


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-56

8. Guatemala

In October 2020, Tigo Guatemala executed several credit agreements with Banco Industrial, Banco G&T Continental, Banco de

America Central and Banco Agromercantil for a total amount of GTQ 3,223 million (approximately $413 million) for 5 and 7 year term

to refinance other credit agreements to finance and refinance working capital, capital expenditures and general corporate purposes.

On December 9, 2021, the Guatemalan operations entered into the following loan agreements:

• a GTQ 950 million loan with Banco Industrial (approximately $123 million) which bears a fixed interest initially due in

October 2025. In April 2023, the debt maturity was extended to October 31, 2028.

• two loans for a total of GTQ 500 million with Banco G&T Continental S.A. (approximately $65 million) which bear a fixed

interest rate and mature in December 2026.

On March 31, 2022, Comcel executed a new 5-year $150 million loan agreement with Banco de Desarrollo Rural, S.A.. Proceeds were

disbursed on April 27, 2022 and were used to refinance some of the credit agreements Comcel had with Banco Industrial. In

December 2023, the debt maturity was extended to March, 2028.

On June 13, 2023, Comcel, executed a new 7-year loan with Banco Industrial up to GTQ 400 million (approximately $51 million),

bearing a fixed interest rate, mainly to finance the acquisitions of spectrum (refer to E.1..).

Right of set-off and derecognition

Financial assets and financial liabilities are offset and the net amount is reported in the consolidated statement of financial position if

there is a currently enforceable legal right to offset the recognized amounts and an intention to settle on a net basis, or to realize the

assets and settle the liabilities simultaneously.

A financial asset (or a part of a financial asset or part of a group of similar financial assets) is derecognized when:

•Rights to receive cash flows from the asset have expired; or

•Rights to receive cash flows from the asset have been transferred to a third party or the Group has retained the contractual

rights to receive the contractual rights to receive the cash flows from the asset, but has assumed a contractual obligation to

pass those cash flows under a “pass-through” arrangement.

When rights to receive cash flows from an asset have been transferred or a pass-through arrangement concluded, an evaluation is

made if and to what extent the risks and rewards of ownership have been retained. When the Group has neither transferred nor

retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the asset is recognized to the

extent of the Group’s continuing involvement in the asset. In that case, the Group also recognizes an associated liability. The

transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Group has

retained. Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the

original carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay.

A financial liability is derecognized when the obligation under the liability is discharged or canceled, or expires. When an existing

financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are

substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition

of a new liability. The difference in the respective carrying amounts is recognized in the statement of income.

C.3.3. Interest and other financial expenses

The Group’s interest and other financial expenses comprised the following:


	2023	2022	2021
	(US$ millions)
Interest expense on bonds and bank financing ................................................................................	(477)	(434)	(329)
Interest expense on leases ..................................................................................................................	(117)	(124)	(113)
Early redemption charges ...................................................................................................................	(1)	—	(5)
Others ..................................................................................................................................................	(117)	(59)	(47)
Total interest and other financial expenses ......................................................................................	(712)	(617)	(495)

C.3.4. Guarantees and pledged assets


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-57

Guarantees

Financial guarantee contracts issued by the Group are those contracts that require a payment to be made to reimburse the holder

for a loss it incurs because the specified debtor fails to make payment when due in accordance with the terms of a debt instrument.

Financial guarantee contracts are recognized initially as a liability at fair value, adjusted for transaction costs that are directly

attributable to the issuance of the guarantee. Subsequently, the liability is measured at the higher of the best estimate of the

expenditure required to settle the present obligation at the reporting date and the amount recognized, less cumulative

amortization.

Liabilities to which guarantees are related are recorded in the consolidated statement of financial position under Debt and financing,

and liabilities covered by supplier guarantees are recorded under Trade payables or Debt and financing, depending on the

underlying terms and conditions.

Maturity of guarantees


	Bank and financing guarantees (i)		Supplier guarantees
Terms	As at December 31, 2023	As at December 31, 2022	As at December 31, 2023	As at December 31, 2022
	Outstanding and Maximum exposure		Outstanding and Maximum exposure
0-1 year ................................................	15	13	1	2
1-3 years ..............................................	322	70	—	—
3-5 years ..............................................	169	418	—	—
Total ....................................................	505	501	1	2

(i) If non-payment by the obligor, the guarantee ensures payment of outstanding amounts by the Group's guarantor.

Pledged assets

As at December 31, 2023, the Group’s share of total debt and financing secured by either pledged assets, pledged deposits issued to

cover letters of credit, or guarantees issued was $505 million (December 31, 2022: $501 million). At December 31, 2023 there were $6

million pledged deposits (2022: nil) by the Group over these debts and financings. The remainder represented primarily guarantees

issued by Millicom S.A. to guarantee financings raised by other Group operating entities.

C.3.5. Covenants

Millicom’s financing facilities are subject to a number of covenants including net leverage ratio, debt service coverage ratios, or debt

to earnings ratios, among others. In addition, certain of its financings contain restrictions on sale of businesses or significant assets

within the businesses. At December 31, 2023, there were no breaches of financial covenants.

C.4. Lease liabilities

At December 31, 2023, lease liabilities are presented in the statement of financial position as follows:


	December 31, 2023	December 31, 2022
	(US$ millions)
Current ............................................................................................................................................................	189	163
Non-Current ....................................................................................................................................................	854	853
Total Lease liabilities ....................................................................................................................................	1,043	1,016

As permitted under IFRS 16, Millicom has elected not to recognize a lease liability for short term leases (leases with an expected term

of 12 months or less) or for leases of low value assets. Payments associated with short-term leases of equipment and vehicles and all

leases of low-value assets are rather recognized on a straight-line basis as an expense in the statement of income. Short-term leases

are leases with a lease term of 12 months or less. Low-value assets comprise IT equipment and small items of office furniture. In

addition, certain variable lease payments are not permitted to be recognized as lease liabilities and are expensed as incurred.


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-58

The expenses relating to payments not included in the measurement of the lease liability are disclosed in operating expenses and

are as follows:


	2023	2022	2021
	(US$ millions)
Expense relating to short-term leases (included in cost of goods sold and services rendered and operating expenses) ......................................................	0	0	0

The total cash outflow for leases in 2023 was $292 million (2022: $285 million; 2021: $277 million). Lease liabilities split by maturity

and future cash outflows are disclosed in note D.5..

At December 31, 2023, the Group has not committed to any material leases which had not yet commenced and has no material lease

contracts with variable lease payments.

The Group's leasing activities and how these are accounted for

The Group leases various lands, sites, towers (including those related to towers sold and leased back), offices, warehouses, retail

stores, equipment and cars. Rental contracts are typically made for fixed periods but may have extension options as described

below. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease

agreements do not impose any covenants, but leased assets may not be used as security for borrowing purposes.

Leases are recognized as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by

the Group. Each lease payment is allocated between the reduction of the liability and finance cost. The finance cost is charged to the

statement of income over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the

liability for each period. The right-of-use asset is depreciated over the shorter of the asset's useful life and the lease term on a

straight-line basis.

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value

of the following lease payments:

• fixed payments (including in-substance fixed payments), less any lease incentives receivable

• variable lease payment that are based on an index or a rate

• amounts expected to be payable by the lessee under residual value guarantees

• the exercise price of a purchase option if the lessee is reasonably certain to exercise that option, and

• payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.

The lease payments are discounted using the interest rate implicit in the lease. As it is generally impracticable to determine that rate,

the Group uses the lessee’s incremental borrowing rate, being the rate that the lessee would have to pay to borrow the funds

necessary to obtain an asset of similar value in a similar economic environment with similar terms and conditions. The incremental

borrowing rate applied can have a significant impact on the net present value of the lease liability recognized under IFRS 16.

The Group determines the incremental borrowing rate by country and by considering the risk-free rate, the country risk, the industry

risk, the credit risk and the currency risk, as well as the lease and payment terms and dates.

The Group is also exposed to potential future increases in variable lease payments based on an index or rate, which are not included

in the lease liability until they take effect. When adjustments to lease payments based on an index or rate take effect, the lease

liability is adjusted against the right-of-use asset by discounting the revised lease payments using either the initial discount rate or a

revised discount rate. The initial discount rate is used if future lease payments are reflecting market or index rates or if they are in

substance fixed. The discount rate is revised, if a change in floating interest rates occurs. The Group reassesses the variable payment

only when there is a change in cash flows resulting from a change in the reference index or rate and not at each reporting date.

According to IFRS 16, lease term is defined as the non-cancellable period for which a lessee has the right to use an underlying asset,

together with both: (a) periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option;

and (b) periods covered by an option to terminate if the lessee is reasonably certain not to exercise that option. The assessment of

such options is performed at the commencement of a lease. As part of the assessment, Millicom introduced the 'time horizon

concept': the reasonable term under which the company expects to use a leased asset considering economic incentives,

management decisions, business plans and the fast-paced industry Millicom operates in. The assessment must be focused on the

economic incentives for Millicom to exercise (or not) an option to early terminate/extend a contract. The Group has decided to work


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-59

on the basis the lessor will generally accept a renewal/not early terminate a contract, as there is an economic incentive to maintain

the contractual relationship.

Millicom considered the specialized nature of most of its assets under lease, the low likelihood the lessor can find a third party to

substitute Millicom as a lessee and past practice to conclude that, the lease term can go beyond the notice period when there is

more than an insignificant penalty for the lessor not to renew the lease. This analysis requires judgment and has a significant impact

on the lease liability recognized under IFRS 16.

Under IFRS 16, the accounting for sale and leaseback transactions has changed as the underlying sale transaction needs to be first

analyzed using the guidance of IFRS 15. The seller/lessee recognizes a right-of-use asset in the amount of the proportional original

carrying amount that relates to the right of use retained. Accordingly, only the proportional amount of gain or loss from the sale

must be recognized.

Finally, the Group has taken the additional following decisions when adopting the standard:

• Non-lease components are capitalized (IFRS16.15)

• Intangible assets are out of IFRS 16 scope (IFRS16.4)

C.5. Cash and deposits

C.5.1. Cash and cash equivalents


	2023	2022
	(US$ millions)
Cash and cash equivalents in USD .................................................................................................................................	531	820
Cash and cash equivalents in other currencies .............................................................................................................	244	220
Total cash and cash equivalents .................................................................................................................................	775	1,039

Cash and cash equivalents include cash in hand, deposits held at call with banks and other short-term highly liquid investments with

original maturities of three months or less.

C.5.2. Restricted cash


	2023	2022
	(US$ millions)
Mobile Financial Services ...............................................................................................................................................	49	50
Others ..............................................................................................................................................................................	8	6
Restricted cash ..............................................................................................................................................................	56	57

Cash held with banks related to MFS which is restricted in use due to local regulations is denoted as restricted cash.

C.5.3. Pledged deposits

Pledged deposits represent contracted cash deposits with banks that are held as security for debts at corporate or operational entity

level. Millicom is unable to access these funds until either the relevant debt is repaid or alternative security is arranged with the

lender. At December 31, 2023, there were $6 million pledged deposits (2022: nil).

C.6. Net debt and net financing obligations

Net debt

'Net debt' is debt and financial liabilities, including derivative instruments (assets and liabilities), less cash and pledged and time

deposits. In 2023, the definition of Net Debt has changed to include derivative financial instruments in order to have a more

comprehensive view of our financial obligations. 2022 figures have also been represented accordingly.


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-60


	2023	2022
	(US$ millions)
Gross debt (i) ...................................................................................................................................................................	6,678	6,804
Add (less) derivatives & vendor financing related to debt (note D.1.2.) .......................................................................	58	34
Less:
Cash and cash equivalents .............................................................................................................................................	(775)	(1,039)
Pledged deposits ............................................................................................................................................................	(6)	—
Net debt .........................................................................................................................................................................	5,956	5,799

(i) Excluding vendor financing of $18 million as of December 31, 2023.

Net financing obligations

'Net financing obligations' is Net debt plus lease liabilities.


	Assets		Liabilities from financing and other activities
	Cash and cash equivalents	Other	Bond and bank debt and financing	Derivatives and Vendor Financing	Lease liabilities	Total
Net financial obligations as at January 1, 2022 ................................................................	895	35	7,744	(20)	1,167	7,961
Cash flows .......................................................	179	(35)	(557)	(14)	(157)	(872)
Recognition / Remeasurement ......................	—	—	—	—	251	251
Interest accretion ............................................	—	—	9	—	—	9
Foreign exchange movements ......................	(11)	—	(197)	69	(63)	(181)
Transfers to/from assets held for sale ............	(24)	—	(189)	—	(184)	(349)
Transfers ..........................................................	—	—	1	—	2	4
Other non-cash movements ..........................	—	—	(8)	—	—	(8)
Net financial obligations as at December 31, 2022 ..........................................................	1,039	—	6,804	34	1,016	6,814
Cash flows .......................................................	(270)	5	(288)	14	(177)	(185)
Recognition / Remeasurement ......................	—	—	—	—	142	142
Interest accretion ............................................	—	—	(1)	—	—	(1)
Foreign exchange movements ......................	6	—	163	10	61	229
Net financial obligations as at December 31, 2023 ..........................................................	775	6	6,678	58	1,043	6,999

C.7. Financial instruments

i) Equity and debt instruments

Classification

The Group classifies its financial assets in the following measurement categories:

• those to be measured subsequently at fair value either through Other Comprehensive Income (OCI), or through profit or loss,

and

• those to be measured at amortized cost.

The classification depends on the Group’s business model for managing the financial assets and the contractual terms of the cash

flows.


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-61

For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in equity

instruments that are not held for trading, this will depend on whether the Group has made an irrevocable election at the time of

initial recognition to account for the equity investment at fair value through other comprehensive income (FVOCI).

The Group reclassifies debt investments when and only when its business model for managing those assets changes.

Measurement

At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value

through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs

of financial assets carried at FVPL are expensed in profit or loss.

Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely

payment of principal and interest.

Debt instruments

Subsequent measurement of debt instruments depends on the Group’s business model for managing the asset and the cash flow

characteristics of the asset. There are three measurement categories into which the Group classifies its debt instruments:

• Amortized cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments

of principal and interest are measured at amortized cost. Interest income from these financial assets is included in finance

income using the effective interest rate method. Any gain or loss arising on derecognition is recognized directly in profit or loss

and presented in other gains / (losses), together with foreign exchange gains and losses. Impairment losses are presented as a

separate line item in the consolidated statement of income.

•FVOCI: Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets’ cash

flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken

through OCI, except for the recognition of impairment gains or losses, interest revenue and foreign exchange gains and losses

which are recognized in profit or loss. When the financial asset is derecognised, the cumulative gain or loss previously

recognized in OCI is reclassified from equity to profit or loss and recognized in ‘Other non-operating (expenses) income, net’.

Interest income from these financial assets is included in finance income using the effective interest rate method. Foreign

exchange gains and losses and impairment expenses are presented as ‘Other non-operating (expenses) income, net’ in the

consolidated statement of income.

•FVPL: Assets that do not meet the criteria for amortized cost or FVOCI are measured at FVPL. A gain or loss on a debt investment

that is subsequently measured at FVPL is recognized in profit or loss and presented net within ‘Other non-operating (expenses)

income, net’ in the period in which it arises.

Equity instruments

The Group subsequently measures all equity investments at fair value. The Group does not hold equity instruments for trading.

Where the Group’s management has elected to present fair value gains and losses on equity investments in OCI, there is no

subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment. Purchases

and sales of equity instruments are recognized as of their settlement date. Dividends from such investments continue to be

recognized in profit or loss as other income when the Group’s right to receive payments is established.

Otherwise, changes in the fair value of financial assets at FVPL are recognized in ‘Other non-operating (expenses) income, net’ in the

consolidated statement of income as applicable. Impairment losses (and reversal of impairment losses) on equity investments

measured at FVOCI are not reported separately from other changes in fair value.

Impairment

The Group assesses on a forward looking basis the expected credit losses associated with its financial assets carried at amortized cost

and FVOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk.

For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be

recognized from initial recognition of the trade receivables.

The provision is recognized in the consolidated statement of income within equipment, programming and other direct costs.

ii)Derivative financial instruments and hedging activities

Derivatives are initially recognized at fair value on the date a derivative contract is entered into and are subsequently re-measured at

fair value at each subsequent closing date. The method of recognizing the resulting gain or loss depends on whether the derivative

is designated as a hedging instrument and, if so, the nature of the item being hedged. The Group designates certain derivatives as

either:


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-62

a)Hedges of the fair value of recognized assets or liabilities or a firm commitment (fair value hedge); or

b)Hedges of a particular risk associated with a recognized asset or liability or a highly probable forecast transaction (cash flow

hedge).

c)Hedges of a net investment in a foreign operation (net investment hedges).

For transactions designated and qualifying for hedge accounting, at the inception of the transaction, the Group documents the

relationship between hedging instruments and hedged items, as well as its risk management objectives and strategy for

undertaking various hedging transactions. This is done in reference to the Group Treasury Policy as last updated and approved by

the Audit Committee in late 2020. The Group also documents its assessment, both at hedge inception and on an ongoing basis

(quarterly), of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or

cash flows of hedged items.

The full fair value of a hedging instrument is classified as a non-current asset or liability when the period to maturity of the hedged

item is more than 12 months and as a current asset or liability when the remaining maturity of the hedged item is less than 12

months.

The change in fair value of hedging instruments that are designed and qualify as fair value hedges is recognized in the statement of

income as finance costs or income. The change in fair value of the hedged item attributable to the risk hedged is recorded as part of

the carrying value of the hedged item and is also recognized in the statement of income as finance costs or income.

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognized in

other comprehensive income. Gains or loss relating to any ineffective portion is recognized immediately in the statement of income

within Other non-operating (expenses) income, net. Amounts accumulated in equity are reclassified to the statement of income in

the periods when the hedged item affects profit or loss.

Hedges of net investments in foreign operations are accounted for similarly to cash flow hedges. Any gain or loss on the hedging

instrument relating to the effective portion of the hedge is recognised in other comprehensive income and accumulated in reserves

in equity. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss within Other non-operating

(expenses) income, net. Gains and losses accumulated in equity are reclassified to profit or loss when the foreign operation is

disposed of or sold.

When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative

gain or loss existing in equity at that time is recycled to the statement of income within Other non-operating (expenses) income, net.

When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately

transferred to the statement of income within Other non-operating (expenses) income, net.

Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any derivative instrument that does

not qualify for hedge accounting are recognised immediately in profit or loss and are included in Other non-operating (expenses)

income, net.

C.7.1. Fair value measurement hierarchy

Millicom uses the following fair value measurement hierarchy:

Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is,

as prices) or indirectly (that is, derived from prices).

Level 3 – Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).

The Group enters into derivative financial instruments with various counterparties, principally financial institutions with investment

grade ratings. Interest rate swaps and foreign exchange forward contracts are valued using valuation techniques, which employ the

use of markets observable data. The most frequently applied valuation techniques include forward pricing and swap models using

present value calculations. The models incorporate various inputs including the credit quality of counterparties, foreign exchange

spot and forward rates, yield curves of the respective currencies, interest rate curves and forward curves.

C.7.2. Fair value of financial instruments

The fair value of Millicom’s financial instruments are shown at amounts at which the instruments could be exchanged in a current

transaction between willing parties, other than in a forced or liquidation sale. The fair value of all financial assets and all financial

liabilities, except debt and financing approximate their carrying value largely due to the short-term maturities of these instruments.

The fair values of all debt and financing have been estimated by the Group, based on discounted future cash flows at market interest

rates.


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-63

Fair values of financial instruments at December 31,


		Carrying value		Fair value
	Note	2023	2022	2023	2022
		(US$ millions)
Financial assets
Derivative financial instruments ......................................................		6	19	6	19
Other non-current assets .................................................................		84	76	84	76
Trade receivables, net .......................................................................		443	379	443	379
Amounts due from non-controlling interests, associates and joint venture partners .......................................................................	G.5.	12	15	12	15
Supplier advances for capital expenditures ....................................		21	21	21	21
Other current assets .........................................................................		190	197	190	197
Restricted cash ..................................................................................	C.5.2.	56	57	56	57
Cash and cash equivalents ...............................................................	C.5.1.	775	1,039	775	1,039
Total financial assets ......................................................................		1,587	1,803	1,587	1,803
Current ..............................................................................................		1,503	1,708	1,503	1,708
Non-current ......................................................................................		84	95	84	95
Financial liabilities
Debt and financing (i) .......................................................................	C.3.	6,678	6,804	6,086	6,327
Trade payables ..................................................................................		390	400	390	400
Payables and accruals for capital expenditure ................................		314	428	314	428
Derivative financial instruments ......................................................		46	53	46	53
Put option liability ............................................................................	C.7.4.	86	—	86	—
Amounts due to non-controlling interests, associates and joint venture partners ...............................................................................	G.5.	74	58	74	58
Accrued interest and other expenses ..............................................		444	412	444	412
Other liabilities ..................................................................................		1,128	658	1,128	658
Total financial liabilities ................................................................		9,161	8,812	8,569	8,335
Current ..............................................................................................		1,670	1,602	1,689	1,602
Non-current ......................................................................................		7,491	7,210	6,881	6,733

(i)Fair values are measured with reference to Level 1 (for listed bonds) or level 2.

C.7.3. Equity investments

As at December 31, 2023 and 2022, Millicom has no material investments in equity instruments.

C.7.4. Call and put options

Cable Onda call and put options

As part of the acquisition of Cable Onda, the shareholders agreed on certain put and call options as follows - as amended

subsequent to the acquisition of Telefónica Panama. As previously explained in note A.1.2., on June 14, 2022, the Group received the

formal notification from the minority shareholders of Telecomunicaciones Digitales, S.A. (formerly Cable Onda S.A.) confirming the

exercise of their put option right to sell their remaining 20% shareholding to Millicom for a cash amount of approximately

$290 million. The call option expired at the same time. Up to the exercise of the put option, the changes in value of the call option

asset and put option liability were recorded in the Group's statement of income under "Other non-operating (expenses) income,

net" (see note B.5.).

Put Option - Tigo-UNE


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-64

On October 12, 2023, Millicom and its partner, Empresas Públicas de Medellin (EPM), agreed to recapitalize Tigo-UNE, Millicom's

50%-owned operation in Colombia. Each partner contributed COP 300 billion (approximately $74 million at the time of the

transaction) to support the continued development of Tigo-UNE's strategy

With this agreement, both partners retain their current shareholding in Tigo-UNE. Furthermore they agreed to add in the

shareholder's agreement an unconditional put option maturing on September 30, 2024, that, if exercised, would allow EPM to sell to

Millicom their entire 50% stake in Tigo-UNE for COP 330 billion. As a result, a put option liability has been recognized in Millicom's

statement of financial position, with its counterpart in the Group's equity. As of December 31, 2023, the liability, denominated in

local currency, amounts to $86 million.

D. Financial risk management

Exposure to interest rate, foreign currency, non-repatriation, liquidity, capital management and credit risks arise in the normal course

of Millicom’s business. As part of the annual review of the above mentioned risks, the Group targets a strategy with respect to the

use of derivatives and natural hedging instruments ranging from raising debt in local currency (where the Group targets to maintain

40% of debt in local currency) to maintaining at least a 75/25% mix between fixed and floating rate debt or agreeing to cover up to

six months forward of operating costs and capex denominated in non-functional currencies through a rolling and layering strategy.

Millicom’s financial risk management strategies may include the use of derivatives to the extent a market would exist in the

jurisdictions where the Group operates. Millicom’s policy prohibits the use of such derivatives in the context of speculative trading.

Accounting policies for derivatives is further detailed in note C.7. On December 31, 2023 and 2022 fair value of derivatives held by

the Group can be summarized as follows:


	2023	2022
	(US$ millions)
Derivatives
Cash flow hedge derivatives ..........................................................................................................................................	(40)	(34)
Net derivative asset (liability) .....................................................................................................................................	(40)	(34)

D.1. Interest rate risk

Debt and financing issued at floating interest rates expose the Group to cash flow interest rate risk. Debt and financing issued at

fixed rates expose the Group to fair value interest rate risk. The Group’s exposure to risk of changes in market interest rates relate to

both of the above. To manage this risk, the Group’s policy is to maintain a combination of fixed and floating rate debt with a target

that more than 75% of the debt be at fixed rate. The Group actively monitors borrowings against this target. The target mix between

fixed and floating rate debt is reviewed periodically. The purpose of Millicom’s policy is to achieve an optimal balance between cost

of funding and volatility of financial results, while considering market conditions as well as our overall business strategy. At

December 31, 2023, approximately 80% of the Group’s borrowings are at a fixed rate of interest or for which variable rates have been

swapped for fixed rates with interest rate swaps (2022: 82% ).

D.1.1. Fixed and floating rate debt

Financing at December 31, 2023


	Amounts due within:
	1 year	1–2 years	2–3 years	3–4 years	4–5 years	>5 years	Total
	(US$ millions)
Fixed rate financing ...............	190	369	403	582	855	2,912	5,311
Floating rate financing ..........	12	76	433	420	147	279	1,367
Total(i) ...................................	202	445	836	1,002	1,002	3,191	6,678
Weighted average nominal interest rate ...........................	6.85%	6.81%	7.93%	6.98%	6.75%	5.83%	6.56%

(i) Excluding vendor financing of $18 million, due within one year, as of December 31, 2023

Financing at December 31, 2022


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-65


	Amounts due within:
	1 year	1–2 years	2–3 years	3–4 years	4–5 years	>5 years	Total
	(US$ millions)
Fixed rate financing ...............	131	383	501	376	718	3,466	5,574
Floating rate financing ..........	49	12	63	402	404	300	1,230
Total ......................................	180	394	564	777	1,122	3,766	6,804
Weighted average nominal interest rate ...........................	7.68%	5.71%	6.11%	7.46%	6.49%	5.88%	6.22%

A 100 basis point fall or rise in market interest rates for all currencies in which the Group had borrowings at December 31, 2023

would increase or reduce profit before tax from continuing operations f or the year by approximately $14 million (2022: $12 million).

D.1.2. Interest rate swap contracts

From time to time, Millicom enters into currency and interest rate swap contracts to manage its exposure to fluctuations in interest

rates and currency fluctuations in accordance with its Group Treasury policy. Details of these arrangements are provided below.

MIC S.A. entered into swap contracts in order to hedge the foreign currency and interest rate risks in relation to the 2024 SEK 2

billion senior unsecured sustainability bond and the foreign currency risk in relation to the 2027 SEC 2.2 billion senior unsecured

sustainability bond (issued in May 2019 and January 2022, corresponding to $207.6 million and $252.3 million, respectively, using

the exchange rate at the time of the issuance of each bond - see note C.3.1.). These swaps are accounted for as cash flow hedges as

the timing and amounts of the cash flows under the swap agreements match the cash flows under the SEK bonds. Their maturity

date is May 2024 and January 2027, respectively. The hedging relationship is highly effective and related fluctuations are recorded

through other comprehensive income. All swap contracts attached to the 2024 SEK 2 billion bond were terminated on May 10, 2023,

after the early redemption of the bond and were settled against a cash payment of $26 million.

At December 31, 2023, the fair values of the above swap amount to a liability of $46 million. (December 31, 2022: a liability of $53

million).

The Group's operation in Colombia also entered into several swap agreements in order to hedge foreign currency and interest rate

risks on certain long-term debts. These swaps are accounted for as cash flow hedges and related fair value changes are recorded

through other comprehensive income.The fair value of Colombia swaps amounted to an asset of $6 million as of December 31, 2023

(December 31, 2022: an asset of $19 million).

In January 2023, MIC S.A. also entered into two currency swap agreements to hedge an intercompany receivable of COP 206 billion

(approximately $41 million) owed by UNE (refer to note C.3.1.). These swaps are accounted for as cash flow hedges as hedging

relationships are highly effective.

As a summary, the net fair value of the derivative financial instruments for the Group, as of December 31, 2023 amounted to a

liability of $40 million (December 31, 2022: a liability of $34 million ).

Interest rate and currency swaps are measured with reference to Level 2 of the fair value hierarchy.There are no other derivative

financial instruments with a significant fair value at December 31, 2023.

D.2. Foreign currency risks

The Group is exposed to foreign exchange risk arising from various currency exposures in the countries in which it operates. Foreign

exchange risk arises from future commercial transactions, recognized assets and liabilities and net investments in foreign operations.

Millicom seeks to reduce its foreign currency exposure through a policy of matching, as far as possible, assets and liabilities

denominated in foreign currencies, or entering into agreements that limit the risk of exposure to currency fluctuations against the

US dollar reporting currency. In some cases, Millicom may also borrow in US dollars where it is either commercially more

advantageous for joint ventures and subsidiaries to incur debt obligations in US dollars or where US dollar denominated borrowing

is the only funding source available to a joint venture or subsidiary. In these circumstances, Millicom accepts the remaining currency

risk associated with financing its joint ventures and subsidiaries, principally because of the relatively high cost of forward cover,

when available, in the currencies in which the Group operates.

D.2.1. Debt denominated in US dollars and other currencies

Debt denomination at December 31


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-66


	2023	2022
	(US$ millions)
Debt denominated in US dollars ................................................................................................................................	3,859	4,100
Debt denominated in currencies of the following countries:
Guatemala .......................................................................................................................................................................	640	595
Colombia .........................................................................................................................................................................	694	605
Bolivia ..............................................................................................................................................................................	246	260
Paraguay .........................................................................................................................................................................	158	171
El Salvador(i) ...................................................................................................................................................................	174	173
Panama(i) ........................................................................................................................................................................	759	773
Luxembourg (COP denominated) .................................................................................................................................	38	30
Costa Rica ........................................................................................................................................................................	110	96
Total debt denominated in other currencies ............................................................................................................	2,819	2,704
Total debt (ii) .................................................................................................................................................................	6,678	6,804

(i) El Salvador's official unit of currency is the U.S. dollar, while Panama uses the U.S. dollar as legal tender. The Group's local debt in both countries is

therefore denominated in U.S. dollars but presented as local currency (LCY).

(ii) Excluding vendor financing of $18 million in Colombia, due within one year, as of December 31, 2023.

At December 31, 2023, if the US dollar had weakened/strengthened by 10% against the other functional currencies of our operations

and all other variables held constant, then profit before tax from continuing operations would have increased/decreased by $25

million (2022: $20 million). This increase/decrease in profit before tax would have mainly been as a result of the conversion of the

USD-denominated net debts in our operations with functional currencies other than the US dollar.

D.2.2. Foreign currency swaps

See note D.1.2. Interest rate swap contracts.

D.3. Non-repatriation risk

Millicom’s operating subsidiaries and joint ventures generate most of the revenue of the Group and in the currency of the countries

in which they operate. Millicom is therefore dependent on the ability of its subsidiaries and joint venture operations to transfer funds

to the Company.

Although foreign exchange controls exist in some of the countries in which Millicom Group companies operate, none of these

controls currently significantly restrict the ability of these operations to pay interest, dividends, technical service fees, royalties or

repay loans by exporting cash, instruments of credit or securities in foreign currencies. However, existing foreign exchange controls

may be strengthened in countries where the Group operates, or foreign exchange controls may be introduced in countries where

the Group operates that do not currently impose such restrictions. If such events were to occur, the Company’s ability to receive

funds from the operations could be subsequently restricted, which would impact the Company’s ability to make payments on its

interest and loans and, or pay dividends to its shareholders. As a policy, all operations which do not face restrictions to deposit funds

offshore and in hard currencies should do so for the surplus cash generated on a weekly basis. The Company and its subsidiaries

make use of physical cash pooling arrangements in hard currencies to the extent permitted.

In addition, in some countries it may be difficult to convert large amounts of local currency into foreign currency because of limited

foreign exchange markets. The practical effects of this may be time delays in accumulating significant amounts of foreign currency

and exchange risk, which could have an adverse effect on the Group. This is a relatively rare case for the countries in which the

Group operates.

Lastly, repatriation most often results in taxation, which is evidenced in the amount of taxes paid by the Group relative to the

Corporate Income Tax reported in its statement of income.

D.4. Credit and counterparty risk

Financial instruments that subject the Group to credit and counterparty risk include cash and cash equivalents, pledged deposits,

letters of credit, trade receivables, amounts due from joint venture partners and associates, vendor financing and other current

assets and derivatives. Counterparties to agreements relating to the Group’s cash and cash equivalents, pledged deposits and letters

of credit are financial institutions generally with investment grade ratings. Management does not believe there are significant risks

of non-performance by these counterparties and maintain a diversified portfolio of banking partners. Allocation of deposits across

banks are managed such that the Group’s counterparty risk with a given bank stays within limits which have been set, based on each

bank’s credit rating.


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-67

A large portion of revenue of the Group is comprised of prepaid products and services. For postpaid customers, the Group follows

risk control procedures to assess the credit quality of the customer, taking into account its financial position, past experience and

other factors. Accounts receivable also comprise balances due from other telecom operators. Credit risk of other telecom operators

is limited due to the regulatory nature of the telecom industry, in which licenses are normally only issued to credit-worthy

companies. The Group maintains a provision for expected credit losses of trade receivables based on its historical credit loss

experience.

As the Group has a large number of internationally dispersed customers, there is generally no significant concentration of credit risk

with respect to trade receivables, except for certain B2B customers (mainly governments). See note F.1.

D.5. Liquidity risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. The Group

has significant indebtedness but also has significant cash balances. Millicom evaluates its ability to meet its obligations on an

ongoing basis using a recurring liquidity planning tool. This tool considers the operating net cash flows generated from its

operations and the future cash needs for borrowing, interest payments, dividend payments and capital and operating expenditures

required in maintaining and developing its operating businesses.

The Group manages its liquidity risk through the use of bank loans, bonds, vendor financing, Export Credit Agencies and

Development Finance Institutions (DFI) loans. Millicom believes that there is sufficient liquidity available in the markets to meet

ongoing liquidity needs. Additionally, Millicom is able to arrange offshore funding. Millicom has a diversified financing portfolio with

commercial banks representing about 24% of its gross financing (2022: 23%), with bonds representing 61% (2022: 64%) and leases

representing 13% (2022: 13%).

Maturity profile of net financial liabilities at December 31, 2023


	Less than 1 year	1 to 5 years	>5yrs	Total
	(US$ millions)
Outstanding debt and financing (i) .........................................................................	(203)	(3,309)	(3,232)	(6,744)
Outstanding amortized costs undiscounted ..........................................................	1	24	41	66
Lease liability ............................................................................................................	(189)	(498)	(355)	(1,043)
Cash and equivalents ...............................................................................................	775	—	—	775
Derivative and vendor financing .............................................................................	(12)	(46)	—	(58)
Pledged deposits .....................................................................................................	5	—	—	6
Net cash (debt) including derivatives related to debt ......................................	377	(3,829)	(3,547)	(6,999)
Future interest commitments related to debt and financing ................................	(427)	(1,270)	(93)	(1,791)
Future interest commitments related to leases .....................................................	(108)	(286)	(108)	(502)
Trade payables (excluding accruals) .......................................................................	(582)	—	—	(582)
Other financial liabilities (including accruals) .........................................................	(957)	—	—	(957)
Trade receivables .....................................................................................................	443	—	—	443
Other financial assets ...............................................................................................	224	78	—	302
Net financial liabilities ..........................................................................................	(1,031)	(5,306)	(3,748)	(10,086)

(i) Excluding vendor financing of $18 million as of December 31, 2023.

Maturity profile of net financial liabilities at December 31, 2022


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-68


	Less than 1 year	1 to 5 years	>5yrs	Total
	(US$ millions)
Outstanding debt and financing .............................................................................	(181)	(2,880)	(3,813)	(6,875)
Outstanding amortized costs undiscounted ..........................................................	1	23	47	71
Lease liability ............................................................................................................	(163)	(478)	(374)	(1,016)
Cash and equivalents ...............................................................................................	1,039	—	—	1,039
Derivative financial instruments .............................................................................	—	(34)	—	(34)
Net cash (debt) including derivatives related to debt	697	(3,370)	(4,141)	(6,814)
Future interest commitments related to debt and financing ................................	(416)	(1,349)	(111)	(1,877)
Future interest commitments related to leases	(106)	(290)	(135)	(531)
Trade payables (excluding accruals)	(689)	—	—	(689)
Other financial liabilities (including accruals)	(867)	—	—	(867)
Trade receivables	379	—	—	379
Other financial assets ...............................................................................................	232	71	—	303
Net financial liabilities ..........................................................................................	(770)	(4,938)	(4,387)	(10,095)

D.6. Capital management

The primary objective of the Group’s capital management is to ensure a strong credit rating and solid capital ratios in order to

support its business and maximize shareholder value.

The Group manages its capital structure with reference to local economic conditions and imposed restrictions such as debt

covenants (see section C.3.5.). To maintain or adjust its capital structure, the Group may make dividend payments to shareholders,

return capital to shareholders through share repurchases or issue new shares. At December 31, 2023, Millicom was rated at one

notch below investment grade by the independent rating agencies Moody’s (Ba1) and Fitch (BB). On February 6, 2024, Moody’s

downgraded Millicom by one notch to ba2 (with a stable outlook +) basically based on quantitative metrics being below ranges than

ba1 rating scale ranges. The Group primarily monitors capital using net debt to EBITDAaL.

Net debt to EBITDAaL (i)


	Note	2023	2022
	(US$ millions)
EBITDA ................................................................................................................................................	B.3.	2,111	2,228
Lease interest expense ........................................................................................................................		(117)	(124)
Right of use assets depreciation .........................................................................................................	E.3.	(183)	(168)
EBITDAaL (ii) ......................................................................................................................................		1,812	1,936
Net debt (iii) .......................................................................................................................................	C.6.	5,956	5,799
Net debt to EBITDAaL (iv) .................................................................................................................		3.29x	2.99x

(i)The Group now presents Net debt to EBITDAal (vs. Net financial obligations to EBITDA before) in order to better align with the Group's peers and

expectations of investors/analysts. 2022 figures have been represented accordingly.

(ii) 'EBITDA after Leases' (EBITDAaL) represents EBITDA after lease interest expense and depreciation charge (excluding Africa).

(iii) 'Net debt' is debt and financial liabilities, including derivative instruments (assets and liabilities), less cash and pledged and time deposits. In 2023, the

definition of Net Debt has changed to include derivative financial instruments in order to have a more comprehensive view of the Group's financial

obligations. 2022 figures have also been represented accordingly.

(iv) The ratio is above 3.0x on an accounting basis, however, according to the terms of the Group's indentures, this ratio is calculated on a different basis,

resulting in a ratio below 3.0x for covenant purposes.

Gearing ratio

The Group reviews its gearing ratio (net debt divided by total capital plus net debt) periodically. Capital represents equity

attributable to the equity holders of the parent.


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-69


	Note	2023	2022
	(US$ millions)
Net debt ...............................................................................................................................................	C.6.	5,956	5,799
Equity attributable to Owners of the Company .................................................................................	C.1.	3,529	3,605
Net debt and equity ............................................................................................................................		9,485	9,404
Gearing ratio ........................................................................................................................................		0.63	0.62

E. Long-term assets

E.1. Intangible assets

Millicom’s intangible assets mainly consist of goodwill and customer lists arising from acquisitions, licenses and spectrum.

E.1.1. Accounting for intangible assets

Intangible assets acquired in business acquisitions are initially measured at fair value at the date of acquisition. Those which are

acquired separately are measured at cost. Internally generated intangible assets, excluding capitalized development costs, are not

capitalized but expensed to the statement of income in the expense category consistent with the function of the intangible assets.

Subsequently intangible assets are carried at cost, less any accumulated amortization and any accumulated impairment losses.

Intangible assets with finite useful lives are amortized over their estimated useful lives using the straight-line method and assessed

for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the

amortization method for intangible assets with finite useful lives are reviewed at least at each financial year end. Changes in

expected useful lives or the expected beneficial use of the assets are accounted for by changing the amortization period or method,

as appropriate, and treated as changes in accounting estimates.

Amortization expense on intangible assets with finite lives is recognized in the consolidated statement of income in the expense

category consistent with the function of the intangible assets.

Goodwill

Goodwill represents the excess of cost of an acquisition over the Group’s share in the fair value of identifiable assets less liabilities

and contingent liabilities of the acquired subsidiary, at the date of the acquisition. If the fair value or the cost of the acquisition can

only be determined provisionally, then goodwill is initially accounted for using provisional values. Within 12 months of the

acquisition date, any adjustments to the provisional values are recognized. This is done when the fair values and the cost of the

acquisition have been finally determined. Adjustments to provisional fair values are made as if the adjusted fair values had been

recognized from the acquisition date. Following initial recognition, goodwill is measured at cost, less any accumulated impairment

losses. Gains or losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

Where goodwill forms part of a cash-generating unit (or group of cash-generating units) and part of the operation within that unit is

disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when

determining the gain or loss on disposal. Goodwill disposed of in this manner is measured, based on the relative values of the

operation disposed and the portion of the cash-generating unit retained.

Goodwill on acquisition of joint ventures or associates is included in investments in joint ventures and associates.

Licenses and Spectrum

Licenses and spectrum are recorded at either historical cost or, if acquired in a business combination, at fair value at the date of

acquisition. Cost includes cost of acquisition and other costs directly related to acquisition and retention of licenses over the license

period. These costs may include up-front and deferred payments as well as estimates related to fulfillment of terms and conditions

related to the licenses such as service or coverage obligations, especially when there is a clear objective evidence that the cost of

fulfilling these obligations will be significantly onerous for the Group.

Licenses and spectrum have a finite useful life and are carried at cost less accumulated amortization and any accumulated

impairment losses. Licenses and spectrum are amortized from the date the network is available for use on a straight-line basis over

the license period. Amortization is calculated using the straight-line method to allocate the cost of the licenses over their estimated

useful lives. The terms of licenses, which have been awarded for various periods, are subject to periodic review for, among other

things, rate setting, frequency allocation and technical standards. Licenses held, subject to certain conditions, are usually renewable

and generally non-exclusive. When estimating useful lives of licenses, renewal periods are included only if there is evidence to

support renewal by the Group without significant cost.

Trademarks and customer lists

Trademarks and customer lists are recognized as intangible assets only when acquired or gained in a business combination. Their

cost represents fair value at the date of acquisition. Trademarks and customer lists have indefinite or finite useful lives. Main factors

considered in the determination of the indefinite useful lives include the years that they have been and are expected to be in service

and their recognition among peers in the industry. Trademarks and customer lists used by the Group for its own activities are

unlikely to generate largely independent cash inflows and therefore are tested for impairment annually together with other assets at


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-70

each cash-generating unit level. Finite useful life trademarks are carried at cost, less accumulated amortization. Amortization is

calculated using the straight-line method to allocate the cost of the trademarks and customer lists over their estimated useful lives.

The estimated useful lives for trademarks and customer lists are based on specific characteristics of the market in which they exist.

Estimated useful lives are:


	Years
Estimated useful lives
Trademarks .................................................................................................................................................................................................	1 to 15
Customer lists .............................................................................................................................................................................................	4 to 20

Programming and content rights

Programming and content master rights which are purchased or acquired in business combinations which meet certain criteria are

recorded at cost as intangible assets. The rights must be exclusive, related to specific assets which are sufficiently developed, and

probable to bring future economic benefits and have validity for more than one year. Cost includes consideration paid or payable

and other costs directly related to the acquisition of the rights, and are recognized at the earlier of payment or commencement of

the broadcasting period to which the rights relate.

Programming and content rights capitalized as intangible assets have a finite useful life and are carried at cost, less accumulated

amortization and any accumulated impairment losses. Amortization is calculated using the straight-line method to allocate the cost

of the rights over their estimated useful lives.

Non-exclusive and programming and content rights for periods less than one year are expensed over the period of the rights.

Indefeasible rights of use

There is no universally-accepted definition of an indefeasible rights of use (IRU). These agreements come in many forms. However,

the key characteristics of a typical arrangement include:

•The right to use specified network infrastructure or capacity;

•For a specified term (often the majority of the useful life of the relevant assets);

•Legal title is not transferred;

•A number of associated service agreements including operations and maintenance (O&M) and co-location agreements. These

are typically for the same term as the IRU; and

•Any payments are usually made in advance.

IRUs are accounted for either as a lease, or service contract based on the substance of the underlying agreement.

IRU arrangements will qualify as a lease if, and when:

•The purchaser has an exclusive right for a specified period; and

•The capacity is physically limited and defined; and

•The purchaser bears all costs related to the capacity (directly or not) including costs of operation, administration and

maintenance; and

•The purchaser bears the risk of obsolescence during the contract term.

If all of these criteria are not met, the IRU is treated as a service contract.

An IRU of network infrastructure (cables or fiber) is accounted for as a right of use asset (see E.3.), while capacity IRU (wavelength) is

accounted for as an intangible asset.

The costs of an IRU recognized as service contract is recognized as prepayment and amortized in the statement of income as

incurred over the duration of the contract.

E.1.2. Impairment of non-financial assets

At each reporting date Millicom assesses whether there is an indication that a non-financial asset may be impaired. If any such

indication exists, or when annual impairment testing for a non-financial asset is required, an estimate of the asset’s recoverable

amount is made. The recoverable amount is determined based on the higher of its fair value less cost to sell, and its value in use, for

individual assets, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups

of assets.

Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its

recoverable amount. Where no comparable market information is available, the fair value, less cost to sell, is determined based on

the estimated future cash flows discounted to their present value using a discount rate that reflects current market conditions for


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-71

the time value of money and risks specific to the asset. The foregoing analysis also evaluates the appropriateness of the expected

useful lives of the assets. Impairment losses related to assets of continuing operations are recognized in the consolidated statement

of income in expense categories consistent with the function of the impaired asset.

At each reporting date an assessment is made as to whether there is any indication that previously recognized impairment losses

may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. Other than for goodwill, a

previously recognized impairment loss is reversed if there has been a change in the estimate used to determine the asset’s

recoverable amount since the last impairment loss was recognized. If so, the carrying amount of the asset is increased and cannot

exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the

asset in prior years. Such reversal is recognized in profit or loss. After such a reversal, the depreciation charge is adjusted in future

periods to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.

E.1.3. Movements in intangible assets

Movements in intangible assets in 2023


	Goodwill	Licenses and Spectrum	Customer Lists	IRUs	Trademarks	Other (i)	Total
	(US$ millions)
Opening balance, net ......................................	4,059	1,094	864	40	910	394	7,361
Additions ............................................................	—	406	—	1	—	115	522
Amortization charge ...........................................	—	(116)	(96)	(12)	—	(137)	(361)
Impairment .........................................................	—	—	—	—	—	(1)	(1)
Transfers .............................................................	—	4	—	1	—	11	16
Exchange rate movements ................................	48	171	1	4	—	26	249
Closing balance, net ........................................	4,107	1,558	769	33	910	408	7,785
Cost or valuation ................................................	4,107	2,407	1,206	178	1,243	1,275	10,416
Accumulated amortization and impairment ....	—	(849)	(437)	(145)	(333)	(867)	(2,631)
Net ......................................................................	4,107	1,558	769	33	910	408	7,785

Movements in intangible assets in 2022


	Goodwill	Licenses and Spectrum	Customer Lists	IRUs	Trademarks	Other (i)	Total
	(US$ millions)
Opening balance, net ....................................	4,098	1,120	970	71	920	379	7,558
Additions ..........................................................	—	195	—	1	—	150	345
Amortization charge .........................................	—	(96)	(106)	(14)	(1)	(130)	(345)
Impairment (ii) ..................................................	—	—	—	—	—	(6)	(6)
Disposals, net ....................................................	—	(9)	—	—	—	—	(9)
Transfer to/from held for sale ...........................	(12)	(18)	—	(17)	(10)	(2)	(57)
Transfers ............................................................	—	(7)	—	3	—	28	24
Exchange rate movements ..............................	(26)	(91)	—	(4)	—	(25)	(147)
Closing balance, net .......................................	4,059	1,094	864	40	910	394	7,361
Cost or valuation ..............................................	4,059	1,786	1,199	158	1,237	1,133	9,573
Accumulated amortization and impairment ..	—	(692)	(335)	(118)	(327)	(740)	(2,212)
Net ....................................................................	4,059	1,094	864	40	910	394	7,361

(i)Other includes mainly software costs

(ii)During the year ended December 31, 2022, Millicom early terminated an IT software contract and also decommissioned the existing software. As a

result, Millicom recorded a settlement provision of $7 million under operating expenses and recorded a decommissioning cost of this software for a

total amount of $12 million, as accelerated amortization and impairment charges.


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-72

E.1.4. Cash used for the purchase of other intangible assets

Cash used for intangible asset additions


	2023	2022	2021
	(US$ millions)
Additions ......................................................................	150	258	126
Change in accruals and payables for intangibles .......	(16)	(79)	(29)
Cash used for additions .................................................	133	179	98

E.1.5. Goodwill and indefinite useful life trademarks

Allocation of Goodwill to cash generating units (CGUs)


	2023	2022
	(US$ millions)
Guatemala (see note A.1.2.) ...........................................................................................................................................	2,470	2,470
Panama ...........................................................................................................................................................................	907	907
El Salvador .......................................................................................................................................................................	194	194
Costa Rica ........................................................................................................................................................................	135	118
Paraguay .........................................................................................................................................................................	44	44
Colombia .........................................................................................................................................................................	155	123
Nicaragua ........................................................................................................................................................................	197	199
Bolivia ..............................................................................................................................................................................	3	3
Total ....................................................................................................................................................................................	4,107	4,059

Allocation of indefinite useful life trademarks to cash generating units (CGUs)


	2023	2022
	(US$ millions)
Guatemala .......................................................................................................................................................................	910	910
Total ....................................................................................................................................................................................	910	910

E.1.6. Impairment testing of goodwill

Goodwill and indefinite useful life trademarks from CGUs are tested for impairment at least once a year and more frequently if events

or changes in circumstances indicate that the carrying value may be impaired. Impairment losses on goodwill are not reversed.

Goodwill arising on business combinations is allocated to each of the Group’s CGUs or groups of CGUs that are expected to benefit

from the synergies of the combination, irrespective of whether other assets or liabilities of the Group are assigned to those units or

groups of units. Each unit or group of units to which the goodwill is allocated:

•Represents the lowest level within the Group at which the goodwill is monitored for internal management purposes; and

•Is not larger than an operating segment.

Impairment is determined by assessing the value-in-use and, if appropriate, the fair value less costs to sell of the CGU (or group of

CGUs), to which goodwill relates.

Impairment testing at December 31, 2023

Goodwill and indefinite useful life trademarks were tested for impairment by assessing the recoverable amount against the carrying

amount of the CGU based on discounted cash flows. The recoverable amounts are based on value-in-use. The value-in-use is

determined based on the method of discounted cash flows. The cash flow projections used (operating profit margins, income tax,

working capital, capex and license renewal cost) are extracted from business plans approved by management, covering a ten-year

planning horizon. The Group uses a ten-year planning horizon to obtain a stable business outlook, in particular due to the long

investment cycles in the industry and the long-term planned and expected investments in licenses and spectrum. Cash flows

beyond this period are extrapolated using a perpetual growth rate. Management validates the reasonableness of the results of the

test by comparing the share price implied by the 'sum of the parts' with the market share price. Any gap is reviewed, analyzed and


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-73

documented. When value-in-use results are lower than the carrying values of the CGUs, management determines the recoverable

amount by using the fair value less cost of disposal (FVLCD) of the CGUs. FVLCD is usually determined by using recent offers received

from third parties (Level 1).

For the year ended December 31, 2023, management concluded that no impairment should be recorded in the Group consolidated

financial statements.

Impairment testing at December 31, 2022

For the year ended December 31, 2022, management concluded that no impairment should be recorded in the Group consolidated

financial statements.

Key assumptions used in value in use calculations

The process of preparing the cash flow projections considers the current market condition of each CGU, analyzing the

macroeconomic, competitive, regulatory and technological environments, as well as the growth opportunities of the CGUs.

Therefore, a growth target is defined for each CGU, based on the appropriate allocation of operating resources and the capital

investments required to achieve the target. The foregoing forecasts could differ from the results obtained through time; however,

the Group prepares its estimates based on the current situation of each of the CGUs. Relevance of budgets used for the impairment

test is also reviewed annually, with management performing regressive analysis between actual figures and budget/Long Range

Plans (LRPs) used for previous year impairment test.

The cash flow projections for all CGUs is most sensitive to the following key assumptions:

• EBITDA margin is determined by dividing EBITDA by total revenues.

• CAPEX intensity is determined by dividing CAPEX by total revenues.

• Perpetual growth rate does not exceed the countries' GDP.

• Weighted average cost of capital (“WACC”) is used to discount the projected cash flows.

The most significant estimates used for the 2023 and 2022 impairment test are shown below:


CGU	Average EBITDA margin (%) (i)		Average CAPEX intensity (%) (i)		Perpetual growth rate (%)		WACC rate after tax (%)
	2023	2022	2023	2022	2023	2022	2023	2022
Bolivia .....................................	41.3	41.2	13.6	15.2	1.0	1.0	15.4	9.8
Colombia ................................	39.6	36.0	12.3	17.2	2.0	2.0	10.7	11.4
Guatemala ..............................	53.3	51.2	11.3	11.6	1.0	1.0	9.7	10.1
Costa Rica ...............................	39.8	37.5	16.2	15.5	2.0	2.0	10.1	11.8
El Salvador ..............................	41.7	41.0	13.6	13.0	1.0	1.0	12.1	14.1
Nicaragua ...............................	47.5	46.8	13.8	14.5	3.0	2.5	15.5	15.0
Panamá ..................................	46.5	46.9	13.1	14.9	1.0	1.0	8.9	8.8
Paraguay ................................	46.8	44.5	14.5	14.9	1.0	1.0	9.8	10.0

(i) Average is computed over the period covered by the plan.

Sensitivity analysis to changes in assumptions

Management performed a sensitivity analysis on key assumptions within the test. The following maximum increases or decreases,

expressed in percentage points, were considered for all CGUs:


Reasonable changes in key assumptions (%)
Financial variables	2023	2022
WACC rates .......................	+/- 2	+/-2
Perpetual growth rates ....	+/-1	+/-1
Operating variables
EBITDA margin .................	+/-2	+/-2
CAPEX intensity ................	+/-1	+/-1

At December 31, 2023 the sensitivity analysis shows a comfortable headroom between the recoverable amounts and the carrying

values for all CGUs, except for Nicaragua (at December 31, 2022, except for Colombia and Nicaragua).


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-74

If the assumptions used in the impairment test were changed to a greater extent than as presented in the following table, the

changes would, in isolation, trigger a potential impairment loss being recognised for the following CGUs in the years ended

December 31, 2023 and December 31, 2022 .


	2023	2022
Change required for carrying value to equal recoverable amount	CGU	CGU
	Nicaragua	Colombia	Nicaragua
Financial variables
WACC rate	+154bps	+82bps	+117bps
Perpetual growth rates	n/a	n/a	n/a
Operating variables
Average EBITDA margin	n/a	+-107bps	n/a
CAPEX intensity	n/a	+13bps	n/a

E.2. Property, plant and equipment

E.2.1. Accounting for property, plant and equipment

Items of property, plant and equipment are stated at historical cost less accumulated depreciation and accumulated impairment.

Historical cost includes expenditure that is directly attributable to acquisition of items. The carrying amount of replaced parts is

derecognized.

Depreciation is calculated using the straight-line method over the shorter of the estimated useful life of the asset and the remaining

life of the license associated with the assets, unless the renewal of the license is contractually possible.

The assets’ residual value and useful life is reviewed, and adjusted if appropriate, at each statement of financial position date. As

explained in the Introduction note, during 2023, the estimated useful lives of some property, plant and equipment were revised. As a

result, the estimated useful lives of the Group's towers, poles and ducts were changed from 15 to 25 years, while the related civil

works' useful lives were increased from 10 to 15 years. Refer to the Introduction - Estimates note for further details.


Estimated useful lives	Duration
Buildings ....................................................................................................	Up to 40 years
Networks (including civil works) ...............................................................	5 to 25 years
Other ..........................................................................................................	2 to 7 years

The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances

indicate that the carrying value may not be recoverable. An asset’s carrying amount is written down immediately to its recoverable

amount if its carrying amount is greater than its estimated recoverable amount.

Construction in progress consists of the cost of assets, labor and other direct costs associated with property, plant and equipment

being constructed by the Group, or purchased assets which have yet to be deployed. When the assets become operational, the

related costs are transferred from construction in progress to the appropriate asset category and depreciation commences.

Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, when it is probable

that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably.

Ongoing routine repairs and maintenance are charged to the statement of income in the financial period in which they are incurred.

Costs of major inspections and overhauls are added to the carrying value of property, plant and equipment and the carrying amount

of previous major inspections and overhauls is derecognised.

Equipment installed on customer premises which is not sold to customers is capitalized and amortized over the customer contract

period.

A liability for the present value of the cost to remove an asset on both owned and leased sites (for example cell towers) and for

assets installed on customer premises (for example set-top boxes), is recognized when a present obligation for the removal exists.

The corresponding cost of the obligation is included in the cost of the asset and depreciated over the useful life of the asset, or lease

period if shorter.


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-75

Borrowing costs that are directly attributable to the acquisition or construction of a qualifying asset are capitalized as part of the cost

of that asset when it is probable that such costs will contribute to future economic benefits for the Group and the costs can be

measured reliably.

E.2.2. Movements in tangible assets

Movements in tangible assets in 2023


	Network Equipment	Land and Buildings	Construction in Progress	Other(i)	Total
	(US$ millions)
Opening balance, net ...................................................	2,340	180	418	50	2,989
Additions .........................................................................	161	2	525	5	693
Impairments/reversal of impairment, net ......................	(2)	—	—	—	(2)
Disposals, net ...................................................................	(16)	—	(3)	—	(20)
Depreciation charge ........................................................	(751)	(19)	—	(25)	(794)
Asset retirement obligations ...........................................	29	1	—	—	30
Transfers ..........................................................................	566	(2)	(570)	13	6
Exchange rate movements .............................................	165	13	24	1	203
Other ................................................................................	14	(12)	—	—	2
Closing balance, net .....................................................	2,507	162	394	44	3,107
Cost or valuation .............................................................	8,924	310	394	352	9,980
Accumulated depreciation and impairment .................	(6,417)	(148)	—	(307)	(6,873)
Net at December 31, 2023 ............................................	2,507	162	394	44	3,107

Movements in tangible assets in 2022


	Network equipment	Land and buildings	Construction in progress	Other(i)	Total
	(US$ millions)
Opening balance, net ...................................................	2,691	200	428	63	3,382
Additions .........................................................................	157	3	655	9	823
Impairments/reversal of impairment, net ......................	—	—	—	1	—
Disposals, net ...................................................................	(16)	(5)	(8)	—	(29)
Depreciation charge ........................................................	(791)	(21)	—	(28)	(840)
Asset retirement obligations ...........................................	17	—	—	—	18
Transfers ..........................................................................	577	22	(632)	12	(21)
Transfers from/(to) assets held for sale (see note E.4.) ...................................................................	(141)	(6)	(13)	(6)	(166)
Exchange rate movements .............................................	(153)	(12)	(11)	(2)	(178)
Closing balance, net .....................................................	2,340	180	418	50	2,989
Cost or valuation .............................................................	8,071	348	418	345	9,183
Accumulated depreciation and impairment .................	(5,731)	(168)	—	(296)	(6,194)
Net at December 31, 2022 ............................................	2,340	180	418	50	2,989

(i)Other mainly includes office equipment and motor vehicles.

Borrowing costs capitalized for the years ended December 31, 2023, 2022 and 2021 were not significant.

E.2.3. Cash used for the purchase of tangible assets


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-76

Cash used for property, plant and equipment


	2023	2022	2021
	(US$ millions)
Additions .............................................................................................................................................	694	823	787
Change in advances to suppliers ........................................................................................................	3	(3)	(6)
Change in accruals and payables for property, plant and equipment .............................................	116	(20)	(40)
Other ....................................................................................................................................................	—	—	(1)
Cash used ...........................................................................................................................................	814	800	740

E.3. Right of use assets

Right-of-use assets are measured at cost comprising the following:

• the amount of the initial measurement of lease liability

• any lease payments made at or before the commencement date less any lease incentives received

• any initial direct costs, and

• restoration costs

Refer to note C.4. for further details on lease accounting policies.

Movements in right of use assets in 2023


Right-of-use assets	Land and buildings	Sites rental	Tower rental	Other network equipment	Capacity	Other	Total
	(US$ millions)
Opening balance, net	142	181	505	16	28	13	884
Additions .......................................................	4	10	42	—	7	1	63
Modifications .................................................	6	27	51	2	1	—	87
Disposals ........................................................	(1)	(2)	(1)	—	—	—	(5)
Depreciation ..................................................	(38)	(45)	(90)	(1)	(6)	(3)	(183)
Asset retirement obligations ........................	—	(1)	(2)	—	—	—	(3)
Transfers ........................................................	1	7	2	(2)	(2)	(1)	4
Exchange rate movements ...........................	16	2	31	—	—	—	50
Other ..............................................................	—	(2)	—	—	—	—	(2)
Closing balance, net	130	177	537	16	27	9	896
Cost of valuation ...........................................	280	369	929	26	47	21	1,671
Accumulated depreciation and impairment	(150)	(192)	(392)	(10)	(19)	(12)	(776)
Net at 31 December 2023	130	177	537	16	27	9	896

Movements in right of use assets in 2022


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-77


Right-of-use assets	Land and buildings	Sites rental	Tower rental	Capacity	Other network equipment	Other	Total
	(US$ millions)
Opening balance, net	169	201	587	29	25	13	1,024
Additions ...................................	23	23	77	—	2	2	127
Modifications ............................	11	18	104	—	1	1	135
Impairments ..............................	(1)	—	—	—	—	—	(1)
Disposals ...................................	(3)	(1)	(5)	—	—	—	(9)
Depreciation .............................	(38)	(42)	(83)	(5)	(4)	(3)	(176)
Asset retirement obligations ....	—	2	—	—	1	—	3
Transfers ....................................	—	(14)	17	3	(7)	—	(2)
Transfer to/from held for sale ...	(3)	(2)	(158)	—	—	—	(163)
Exchange rate movements .......	(16)	(4)	(34)	—	—	—	(54)
Closing balance, net	142	181	505	28	16	13	884
Cost of valuation .......................	249	325	780	39	28	22	1,442
Accumulated depreciation and impairment ........................	(107)	(144)	(275)	(11)	(11)	(9)	(558)
Net at 31 December 2022	142	181	505	28	16	13	884

Apart from the impact of the disposal of the Group's operations in Tanzania, there have been no unusual significant events affecting

lease liabilities (and right-of-use assets) during the year ended December 31, 2022.

E.4. Assets held for sale

If Millicom decides to sell subsidiaries, investments in joint ventures or associates, or specific non-current assets in its businesses,

these items qualify as assets held for sale if certain conditions are met and necessary regulatory approvals obtained.

E.4.1. Classification

Non-current assets (or disposal groups) are classified as assets held for sale and stated at the lower of carrying amount and fair value

less costs to sell if their carrying amount is expected to be recovered principally through sale, not through continuing use. Liabilities

of disposal groups are classified as Liabilities directly associated with assets held for sale .

E.4.2. Millicom’s assets held for sale

As of December 31, 2023 and 2022 no assets qualified as assets held for sale. For further details on assets held for sale and

discontinued operations, please refer to note A.4.

F. Other assets and liabilities

F.1. Trade receivables

Millicom’s trade receivables mainly comprise interconnect receivables from other operators, postpaid mobile and residential cable

subscribers, as well as B2B customers. The nominal value of receivables adjusted for impairment approximates the fair value of trade

receivables.


	2023	2022
	(US$ millions)
Gross trade receivables ..................................................................................................................................................	851	694
Less: provisions for expected credit losses ....................................................................................................................	(408)	(315)
Trade receivables, net ..................................................................................................................................................	443	379


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-78

Aging of trade receivables


	Neither past due nor impaired	Past due (net of impairments)
	Neither past due nor impaired	30–90 days	>90 days	Total
	(US$ millions)
2023:
Telecom operators ...................................................................................................	19	5	4	28
Own customers ........................................................................................................	263	49	51	364
Others .......................................................................................................................	37	7	8	52
Total	319	61	63	443
2022:
Telecom operators ...................................................................................................	7	13	5	25
Own customers ........................................................................................................	211	54	39	304
Others .......................................................................................................................	39	7	5	51
Total	257	74	48	379

Trade receivables are initially recognized at fair value and subsequently measured at amortized cost using the effective interest

method, less provision for expected credit losses. The Group recognizes an allowance for expected credit losses (ECLs) applying a

simplified approach in calculating the ECLs. Therefore, the Group does not track changes in credit risk, but instead recognizes a loss

allowance based on lifetime of ECLs at each reporting date. The Group has established a provision matrix that is based on its

historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment. The

provision for expected credit losses is recognized in the consolidated statement of income within 'Equipment, programming and

other direct costs'.

F.2. Inventories

Inventories are stated at the lower of cost and net realizable value. Cost is determined using the first-in, first-out method. Net

realizable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses.

Inventories


	2023	2022
	(US$ millions)
Telephone and equipment ............................................................................................................................................	27	39
SIM cards .........................................................................................................................................................................	4	4
Other ...............................................................................................................................................................................	14	10
Inventory at December 31, ..........................................................................................................................................	45	53

F.3. Trade payables

Trade payables are initially recognized at fair value and subsequently measured at amortized cost using the effective interest

method where the effect of the passage of time is material.

From time to time, the Group enters into agreements to extend payment terms with various suppliers, and with factoring companies

when such payments are discounted. The corresponding amount pending payment as of December 31, 2023, is recognized in 'Trade

payables' for an amount of $26 million (2022: $17 million).

F.4. Current and non-current provisions and other liabilities

Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, if it is probable

that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-79

made of the amount of the obligation. Where the Group expects some or all of a provision to be reimbursed, for example under an

insurance contract, the reimbursement is recognized as a separate asset, but only when the reimbursement is virtually certain.

The expense relating to any provision is presented in the statement of income net of any reimbursement. If the effect of the time

value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, risks specific to

the liability. Where discounting is used, increases in the provision due to the passage of time are recognized as interest expenses.

F.4.1. Current provisions and other liabilities

Current


	2023	2022
	(US$ millions)
Deferred revenue ............................................................................................................................................................	96	93
Customer deposits ..........................................................................................................................................................	12	13
Current legal provisions .................................................................................................................................................	8	12
Tax payables ...................................................................................................................................................................	72	61
Customer and MFS distributor cash balances ...............................................................................................................	45	47
Withholding tax on payments to third parties ..............................................................................................................	22	15
Other current liabilities(i) ...............................................................................................................................................	119	64
Total ................................................................................................................................................................................	374	305

(i) Includes $15 million (2022: $8 million ) of tax risk liabilities not related to income tax.

F.4.2. Non-current provisions and other liabilities

Non-current


	2023	2022
	(US$ millions)
Non-current legal provisions .........................................................................................................................................	6	16
Long-term portion of asset retirement obligations ......................................................................................................	173	155
Long-term portion of deferred income on tower sale and leasebacks recognized ....................................................	31	32
Long-term employment obligations .............................................................................................................................	51	37
Other non-current liabilities ...........................................................................................................................................	68	55
Total ................................................................................................................................................................................	330	295

F.4.3. Non-current payables and accruals for capital expenditure

Non-current payables and accruals for capital expenditure include an amount of $846 million (December 31, 2022: $414 million) in

relation to spectrum and license payables in Colombia. The major part of this payable is related to:

1) the acquisition, in December 2019, of licenses granting the right to use a total of 40 MHz in the 700 MHz band in Colombia. This

20-year license will expire in 2040. During the same auction, Tigo Colombia also acquired 55 MHz in the 1900 band and 30 MHz of

AWS. Tigo Colombia agreed to a total notional consideration of COP 2.45 billion (equivalent to approximately $615 million at initial

date's exchange rate), of which approximately 55% is payable in cash and 45% in coverage obligations to be met by 2025.

An initial payment of approximately $33 million was made in 2020, with the remainder payable in 12 annual installments beginning

in 2026 and ending in 2037. The 55% cash portion bears interest at a rate corresponding to the Government Títulos de Tesorería

(TES). In April and May 2020, local management received permission to operate 40 Mhz in the 700 MHz band and accounted for the

spectrum as an intangible asset at an amount of $388 million corresponding to the net present value of the future payments, plus

other costs directly attributable to this acquisition. The related future interest commitments will be recognized as interest expense

over the next 17 years. The remaining 45% consideration due as coverage obligations are currently being estimated and will be

recognized in the statement of financial position as incurred.


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-80

As of December 31, 2023, the outstanding payable in relation to these licenses amount to $467 million (December 31, 2022:

$337 million). Using the applicable interest rate, future interest commitments on the outstanding cash consideration payable

amount to $553 million.

2) in February 2023, the renewal of the spectrum license related to 1900 Mhz band for an additional period of 20 years. The total

consideration amounts to COP 1.14 billion (approximately $281 million at initial date's exchange rate). The first payment

representing 20% of the total consideration occurred on October 27, 2023. The remaining consideration will be paid in annual

installments over the next 20 years and bears interest at the moving average of the last 24 months consumer price index (CPI) rate.

As of December 31, 2023, the outstanding payable in relation to these licenses amount to $241 million. Using the applicable interest

rate, future interest commitments on the outstanding cash consideration payable amount to $181 million.

F.5. Assets and liabilities related to contract with customers

Contract assets, net


	2023	2022
	(US$ millions)
Long-term portion ...............................................................................................................................................................	21	21
Short-term portion ...............................................................................................................................................................	65	61
Less: provisions for expected credit losses .........................................................................................................................	(4)	(5)
Total .....................................................................................................................................................................................	82	77

Contract liabilities


	2023	2022
	(US$ millions)
Long-term portion ...............................................................................................................................................................	74	2
Short-term portion ...............................................................................................................................................................	82	87
Total .....................................................................................................................................................................................	156	88

The Group recognized revenue for $84 million in 2023 (2022: $91 million) that was included in the contract liability balance at the

beginning of the year.

The transaction price allocated to the remaining performance obligations (unsatisfied or partially unsatisfied) as at December 31,

2023 is $71 million ($71 million is expected to be recognized as revenue in the 2024 financial year and the remaining $1 million in

the 2025 financial year or later). This amount does not consider contracts that have an original expected duration of one year or less,

neither contracts in which consideration from a customer corresponds to the value of the entity’s performance obligation to the

customer (i.e. billing corresponds to accounting revenue).

Contract costs, net (i)


	2023	2022
	(US$ millions)
Net at January 1 .................................................................................................................................................................	10	8
Contract costs capitalized ...................................................................................................................................................	5	5
Amortization of contract costs ............................................................................................................................................	(4)	(3)
Net at December 31 ...........................................................................................................................................................	12	10

(i)Incremental costs of obtaining a contract are expensed when incurred if the amortization period of the asset that Millicom otherwise would have

recognized is one year or less.

G. Additional disclosure items


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-81

G.1. Fees to auditors


	2023	2022	2021
	(US$ millions)
Audit fees .............................................................................................................................................	5.6	5.1	5.2
Audit related fees ................................................................................................................................	0.8	1.3	1.4
Tax fees ................................................................................................................................................	0.2	0.2	0.1
Other fees ............................................................................................................................................	0.3	0.2	0.4
Total ....................................................................................................................................................	6.9	6.8	7.1

G.2. Capital and operational commitments

Millicom has a number of capital and operational commitments to suppliers and service providers in the normal course of its

business. These commitments are mainly contracts for acquiring network and other equipment, and leases for towers and other

operational equipment.

G.2.1. Capital commitments

At December 31, 2023, the Company and its subsidiaries had fixed commitments to purchase network equipment, other fixed assets

and intangible assets of $350 million of which $254 million are due within one year (December 31, 2022: $406 million of which $259

million were due within one year). The Group’s share of commitments from the joint ventures is $18 million, of which $18 million are

due within one year (December 31, 2022: $29 million, all of which were due within one year).

G.3. Contingent liabilities

G.3.1. Litigation and legal risks

The Company and its operations are contingently liable with respect to lawsuits, legal, regulatory, commercial and other legal risks

that arise in the normal course of business. As of December 31, 2023, the total amount of claims brought against the Company and

its subsidiaries is $328 million (December 31, 2022: $239 million). The Group's share of the comparable exposure for its joint venture

in Honduras is $9 million (December 31, 2022: $13 million).

As at December 31, 2023, $14 million has been provisioned by its subsidiaries for these risks in the consolidated statement of

financial position (December 31, 2022: $25 million). The Group’s share of provisions made by the joint venture in Honduras was $1

million (December 31, 2022: $1 million). While it is not possible to ascertain the ultimate legal and financial liability with respect to

these claims and risks, the ultimate outcome is not anticipated to have a material effect on the Group’s financial position and

operations.

On May 25, 2020, as a result of the termination of the Costa Rica acquisition, Telefónica filed a complaint, followed by an amended

complaint on August 3, 2020, against us in the Supreme Court of New York. The amended complaint asserts damages claims for

alleged breaches of contract and alleges, among other things, that the Group was required to close the transaction because the

closing conditions specified in the sale and purchase agreement for the acquisition had been satisfied. On February 13, 2024, the

Court granted summary judgment in favor of Telefónica, ruling in favor of Telefónica's breach of contract claim as well as its

methodology for calculating pre-judgment interest. As of the time of this filing, the Court has not yet determined the exact amount

of damages, and a final judgment has not yet been entered. The Group disagrees with the decision and continues to believe that the

Group has strong arguments in its favor. The Group plans to file an appeal of the ruling.

Other

At December 31, 2023, Millicom has various other less significant claims which are not disclosed separately in these consolidated

financial statements because they are either not material or the related risk is remote.

G.3.2. Tax related risks and uncertain tax position

The Group operates in developing countries where the tax systems, regulations and enforcement processes have varying stages of

development creating uncertainty regarding the application of the tax law and interpretation of tax treatments. The Group is also

subject to regular tax audits in the countries where it operates. When there is uncertainty over whether the taxation authority will

accept a specific tax treatment under the local tax law, that tax treatment is therefore uncertain. The resolution of tax positions taken


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-82

by the Group, through negotiations with relevant tax authorities or through litigation, can take several years to complete and, in

some cases, it is difficult to predict the ultimate outcome. Therefore, judgment is required to determine liabilities for taxes.

In assessing whether and how an uncertain tax treatment affects the determination of taxable profit (tax loss), tax bases, unused tax

losses, unused tax credits and tax rates, the Group assumes that a taxation authority with the right to examine amounts reported to

it will examine those amounts and have full knowledge of all relevant information when making those examinations.

The Group has a process in place, and applies significant judgment, in identifying uncertainties over income tax treatments.

Management considers whether or not it is probable that a taxation authority will accept an uncertain tax treatment. On that basis,

the identified risks are split into three categories (i) remote risks (risk of outflow of tax payments are up to 20%), (ii) possible risks (risk

of outflow of tax payments assessed from 21% to 49%) and probable risks (risk of outflow is more than 50%). The process is repeated

every quarter by the Group.

If the Group concludes that it is probable or certain that the taxation authority will accept the tax treatment, the risks are categorized

either as possible or remote, and it determines the taxable profit (tax loss), tax bases, unused tax losses, unused tax credits or tax

rates consistently with the tax treatment used or planned to be used in its income tax filings. The risks considered as possible are not

provisioned but disclosed as tax contingencies in the Group consolidated financial statements while remote risks are neither

provisioned nor disclosed.

If the Group concludes that it is probable that the taxation authority will not accept the Group’s interpretation of the uncertain tax

treatment, the risks are categorized as probable, and are presented to reflect the effect of uncertainty in determining the related

taxable profit (tax loss), tax bases, unused tax losses, unused tax credits or tax rates by generally using the most likely amount

method – the single most likely amount in a range of possible outcomes.

If an uncertain tax treatment affects both deferred tax and current tax, the Group makes consistent estimates and judgments for

both. For example, an uncertain tax treatment may affect both taxable profits used to determine the current tax and tax bases used

to determine deferred tax.

If facts and circumstances change, the Group reassesses the judgments and estimates regarding the uncertain tax position taken.

At December 31, 2023, the tax risks exposure of the Group's subsidiaries is estimated at $279 million, for which provisions of $52

million have been recorded in tax liabilities; representing management's assessment of the probable cash outflow of eventual claims

and required payments related to those risks (December 31, 2022: $221 million of which provisions of $38 million were recorded).

The Group's share of comparable tax exposure and provisions in its joint venture amounts to $118 million (December 31, 2022: $97

million) and $7 million (December 31, 2022: $7 million), respectively.

G.4. Non-cash investing and financing activities

Non-cash investing and financing activities from continuing operations


	Note	2023	2022	2021
		(US$ millions)
Investing activities
Acquisition of property, plant and equipment .......................................................	E.2.2.	121	(23)	(47)
Acquisition of lease right of use assets obtained in exchange of lease liabilities .	E.3.	63	127	106
Asset retirement obligations ...................................................................................	E.2.2.	30	18	32
Financing activities
Share based compensation .....................................................................................	B.4.1.	52	29	17

G.5. Related party balances and transactions

The Group’s significant related parties are:

▪ Xavier Niel, his subsidiaries and joint ventures, as well as his close family members.

•EPM and subsidiaries (EPM), the non-controlling shareholder in our Colombian operations (see notes A.1.4. and C.7.4.);

•Miffin Associates Corp and subsidiaries (Miffin), our joint venture partner in Guatemala until November 12, 2021, date on which

Miffin ceased to be a related party, as Millicom signed and closed an agreement to acquire the remaining 45% equity interest in

our joint venture business in Guatemala from Miffin (see note A.1.2.).


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-83

•Cable Onda partners and subsidiaries, the non-controlling shareholders in Tigo Panama (see note A.1.2.), until June 29, 2022,

date on which Cable Onda Partners ceased to be a related party as the non-controlling shareholders of Tigo Panama exercised

their put option right to sell their remaining 20% shareholding to Millicom.

Xavier Niel

Xavier Niel has significant expertise in the telecoms sector with a 30 year track record of innovation in the sector. He is the owner of

the Iliad group, a leading telecoms provider present in France, Italy and Poland, as well as NJJ Holding, an investor in telecoms assets

including in Switzerland and Ireland.

Xavier Niel has significant influence over Millicom, as holding, directly or indirectly (through NJJ Holding, Atlas Investissement and

Atlas Luxco S.à.r.l. ultimately controlled by him) approximately 29.1% of Millicom's shareholding and voting rights as of December

31, 2023. Additionally, on the annual AGM held on 31 May, 2023, Xavier Niel obtained representation in Millicom’s Board of Directors

with the appointment of three (out of nine) non-Executive directors.

Empresas Públicas de Medellín (EPM)

EPM is a state-owned, industrial and commercial enterprise, owned by the municipality of Medellin, and provides electricity, gas,

water, sanitation, and telecommunications. EPM owns 50% of our operations in Colombia. Transactions with EPM represent mainly

purchases in the form of leases.

Miffin Associates Corp (Miffin)

As mentioned above, Miffin ceased to be a related party to the Group from November 12, 2021. Transactions with Miffin represented

recurring commercial operations such as purchase of handsets, and sale of airtime.

The Group had the following transactions with related parties:


Expenses	2023	2022	2021
	(US$ millions)
Purchases of goods and services from Miffin (i) .................................................................................	—	—	(165)
Purchases of goods and services from EPM .......................................................................................	(45)	(45)	(39)
Other expenses ...................................................................................................................................	(10)	(18)	(16)
Total ....................................................................................................................................................	(55)	(63)	(220)


Income and gains	2023	2022	2021
	(US$ millions)
Sale of goods and services to Miffin (i) ...............................................................................................	—	—	299
Sale of goods and services to EPM .....................................................................................................	12	11	14
Other revenue .....................................................................................................................................	—	1	2
Total ....................................................................................................................................................	12	11	314

(i)Miffin entities are not considered as related parties since November 12, 2021.

The Group had the following balances with related parties:


	December 31
	2023	2022
Liabilities	(US$ millions)
Payables to Honduras joint venture(ii) ..........................................................................................................................	68	48
Payables to EPM ..............................................................................................................................................................	33	39
Other accounts payable .................................................................................................................................................	2	2
Total ................................................................................................................................................................................	103	88

(ii)Mainly dividends.


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-84


	December 31
	2023	2022
Assets	(US$ millions)
Receivables from EPM ....................................................................................................................................................	2	2
Receivables from Honduras joint venture .....................................................................................................................	9	13
Total ................................................................................................................................................................................	12	15

G.6. Colombia Unrestricted Subsidiaries

On August 28, 2023, Millicom designated Tigo-UNE, Colombia Móvil S.A. E.S.P., Edatel S.A. E.S.P., Orbitel Servicios Internacionales

S.A.S., Cinco Telecom Corp., Inversiones Telco S.A.S. and Emtelco S.A.S. (collectively, the “Colombia Unrestricted Subsidiaries”), which

are the entities constituting its Colombian operations as “Unrestricted Subsidiaries” under the 4.500% Notes, the 6.625% Notes, the

5.125% Notes, the 6.250% Notes, the SEK Bond, COP Bond and several of its financing agreements.

The following supplemental consolidating financial information presents selected statement of income and statement of financial

position information of Millicom and its Restricted Subsidiaries (as defined under its outstanding credit instruments) separately from

such information for Millicom’s Unrestricted Subsidiaries.


Statement of income $ millions	Millicom Group (A)	Colombia Unrestricted Subsidiaries (B)	Intercompany Eliminations (C)	Millicom Restricted Group (A)-(B) net of (C)
Year ended December 31, 2023
Revenue ...........................................................................	5,661	1,313	—	4,348
Equipment, programming and other direct costs ..........	(1,507)	(392)	(3)	(1,118)
Operating expenses .........................................................	(2,043)	(501)	3	(1,539)
Depreciation ....................................................................	(978)	(269)	—	(709)
Amortization ....................................................................	(360)	(100)	—	(260)
Share of profit in Honduras joint venture .......................	42	—	—	42
Other operating income (expenses), net ........................	10	9	—	1
Operating profit .............................................................	826	60	1	766
Net financial expenses .....................................................	(684)	(242)	10	(432)
Other non-operating (expenses) income, net ................	36	32	—	4
Profit (loss) from other joint ventures and associates, net ....................................................................................	(3)	—	—	(3)
Profit (loss) before taxes from continuing operations ......................................................................	175	(150)	11	336
Tax expense .....................................................................	(424)	(176)	—	(248)
Profit (loss) from continuing operations ....................	(249)	(326)	11	87
Profit (loss) from discontinued operations, net of tax ....	4	—	—	4
Net profit (loss) for the year .........................................	(245)	(326)	11	91


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-85


Statement of financial position $ millions	Millicom Group (A)	Colombia Unrestricted Subsidiaries (B)	Intercompany Eliminations (C)	Millicom Restricted Group (A)-(B) net of (C)
December 31, 2023
ASSETS
NON-CURRENT ASSETS
Intangible assets, net ...............................................................	7,785	1,152	—	6,633
Property, plant and equipment, net .......................................	3,107	884	—	2,223
Right of use assets, net ............................................................	896	229	—	667
Investment in Honduras joint venture ...................................	576	—	—	576
Contract costs, net ...................................................................	12	—	—	12
Deferred tax assets ..................................................................	141	1	—	140
Other non-current assets ........................................................	84	29	54	109
TOTAL NON-CURRENT ASSETS ............................................	12,601	2,295	54	10,359
CURRENT ASSETS ...................................................................
Inventories ...............................................................................	45	8	—	37
Trade receivables, net ..............................................................	443	128	—	314
Contract assets, net .................................................................	82	7	—	75
Amounts due from non-controlling interests, associates and joint ventures ...................................................................	12	4	—	8
Prepayments and accrued income .........................................	168	35	—	132
Current income tax assets .......................................................	118	66	—	52
Supplier advances for capital expenditure .............................	21	1	—	20
Other current assets, including derivatives financial instruments ..............................................................................	196	43	61	215
Restricted cash .........................................................................	56	1	—	55
Cash and cash equivalents ......................................................	775	36	—	739
TOTAL CURRENT ASSETS ......................................................	1,915	330	61	1,647
TOTAL ASSETS ........................................................................	14,516	2,625	115	12,006


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-86


Statement of financial position $ millions	Millicom Group (A)	Colombia Unrestricted Subsidiaries (B)	Intercompany Eliminations (C)	Millicom Restricted Group (A)-(B) net of (C)
EQUITY ....................................................................................
Share capital and premium .....................................................	1,334	—	—	1,334
Treasury shares ........................................................................	(8)	—	—	(8)
Other reserves ..........................................................................	(500)	(373)	—	(127)
Retained profits .......................................................................	2,785	640	113	2,258
Net profit/ (loss) for the period/year attributable to owners of the Company .......................................................................	(82)	(163)	—	81
Equity attributable to owners of the Company ................	3,529	105	113	3,538
Non-controlling interests ........................................................	(84)	(85)	—	1
TOTAL EQUITY ........................................................................	3,445	20	113	3,538
LIABILITIES ..............................................................................
NON-CURRENT LIABILITIES ..................................................
Debt and financing ..................................................................	6,476	601	—	5,875
Lease liabilities .........................................................................	854	226	—	628
Derivative financial instruments .............................................	46	—	—	46
Amounts due to non-controlling interests, associates and joint ventures ...........................................................................	12	54	—	(42)
Payables and accruals for capital expenditure .......................	885	846	—	38
Other non-current liabilities - Total ........................................	330	166	—	163
Deferred tax liabilities ..............................................................	140	—	—	140
TOTAL NON-CURRENT LIABILITIES .....................................	8,742	1,894	—	6,848
Debt and financing ..................................................................	221	111	—	109
Lease liabilities .........................................................................	189	65	—	124
Put option liability ...................................................................	86	—	—	86
Payables and accruals for capital expenditure .......................	314	112	—	202
Other trade payables ...............................................................	390	123	—	266
Amounts due to non-controlling interests, associates and joint ventures ...........................................................................	62	65	—	(3)
Accrued interest and other expenses .....................................	444	92	—	353
Current income tax liabilities ..................................................	93	1	—	93
Contract liabilities ....................................................................	156	5	—	151
Provisions and other current liabilities ...................................	374	137	2	239
TOTAL CURRENT LIABILITIES ...............................................	2,329	711	2	1,620
TOTAL LIABILITIES .................................................................	11,071	2,605	2	8,468
TOTAL EQUITY AND LIABILITIES ..........................................	14,516	2,625	115	12,006


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-87

H. Subsequent Events

Voluntary retirement plan in Colombia

On January 19, 2024, Tigo Colombia announced a voluntary retirement plan for its employees. As of the time of issuance of this

report, Millicom has incurred severance expenses related to this plan of approximately $17 million.

Tower sale

On January 24, 2024, Millicom announced that its subsidiary in Colombia has agreed to sell approximately 1,100 wireless

communications towers to affiliates of investment funds managed by KKR.

Telefonica Costa Rica legal case

On February 13, 2024, the New York Supreme Court granted summary judgment in favor of a breach of contract claim filed by

Telefónica after Millicom terminated the acquisition of Telefónica’s Costa Rican business in 2020. The Court also ruled in favor of

Telefónica’s methodology for calculating pre-judgment interest. As of the time of the issuance of this report, the Court has not yet

determined the exact amount of damages, and a final judgment has not yet been entered. Millicom disagrees with the decision and

continues to believe that it has strong arguments in its favor. Millicom plans to file an appeal of the ruling.

Bond repurchase

Since January 1, 2024 up to the date of issuance of these consolidated financial statements, Millicom has continued to repurchase

bonds in the secondary markets for total amounts of $17 million of the 2031 USD 4.5% Senior notes, $64 million of the USD 5.125%

Comcel Senior Notes and $27 million of the USD 4.500% Senior Notes in Panama.

Share repurchase program

As part of the share repurchase program Millicom has continued to repurchase shares in 2024, acquiring an additional 1,289,776

shares since the beginning of 2024 to March 7, 2024.

Mobile network combination in Colombia

On February 26, 2024, Tigo Colombia finalized its agreement with Telefonica's subsidiary in Colombia to create a jointly-owned

mobile infrastructure business, which will combine some of the Group's mobile network infrastructure and spectrum assets in

Colombia. On February 26, 2024, Tigo Colombia received final approvals to operate the 5G spectrum purchased in the auction that

occurred on December 20, 2023 enabling Tigo Colombia to launch 5G services which are now available.


Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021

F-88

Millicom International Cellular S.A.

Société Anonyme

Audited annual accounts

as at and for the year ended

December 31, 2023

2, rue du Fort Bourbon

L-1249 Luxembourg

R.C.S. Luxembourg : B 40 630

F-89


Table of contents
	Page
Audit report	F-	91
Balance sheet as at December 31, 2023	F-	95
Profit and loss account for the year ended December 31, 2023	F-	97
Notes to the annual accounts as at December 31, 2023	F-	98

F-90

Independent auditor’s report

To the Shareholders of

Millicom International Cellular S.A.

2, rue du Fort Bourbon

L-1249 Luxembourg

Report on the audit of the financial statements

Opinion

We have audited the accompanying financial statements of Millicom International Cellular S.A. (“the Company”), which

comprise the balance sheet as at December 31, 2023, and the profit and loss account for the year then ended, and the notes

to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Company as

at December 31, 2023, 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 financial statements.

Basis for opinion

We conducted our audit in accordance with EU Regulation N° 537/2014, the Law of 23 July 2016 on the audit profession

(“Law of 23 July 2016”) and with International Standards on Auditing (“ISAs”) as adopted for Luxembourg by the

“Commission de Surveillance du Secteur Financier” (“CSSF”). Our responsibilities under the EU Regulation Nº 537/2014, the

Law of 23 July 2016 and ISAs as adopted for Luxembourg by the CSSF are further described in the “Responsibilities of the

“réviseur d’entreprises agréé” for the audit of the financial statements” section of our report. We are also independent of the

Company in accordance with the International Code of Ethics for Professional Accountants, including International

Independence Standards, issued by the International Ethics Standards Board for Accountants (“IESBA Code”) as adopted for

Luxembourg by the CSSF together with the ethical requirements that are relevant to our audit of the financial statements,

and have fulfilled our other ethical responsibilities under those ethical requirements. We believe that the audit evidence we

have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the

financial statements of the current period. These matters were addressed in the context of the audit of the financial

statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

1. Impairment of Shares in affiliated undertakings and impairment of Loans owed by Affiliated Undertakings

Risk identified

Millicom International Cellular S.A., as ultimate holding of the group, holds a number of shares in and loans to affiliated

undertakings, which are operating mainly in emerging markets in the telecommunication sector. As described in Note 5

shares in affiliated undertakings are valued at cost less any durable impairment in value which as at December 31, 2023

amounts to US$6,621 million representing 83% of the total assets. As described in Note 7 loans to affiliated undertakings are

valued at cost less any durable impairment in value which as at December 31, 2023 amounts to US$295 million representing

4% of the total assets. At least annually, the Company evaluates the carrying value of the investments and the nominal value

of the loans. Impairment losses are measured and recorded based on the difference between the estimated recoverable

amount and the carrying amount of the asset. Impairment of shares in and loans to affiliated undertakings is considered a

significant risk due to historical impairment, business industry and locations of these investments.

Our answer

Our audit procedures over the valuation of the shares in affiliated undertakings included, among others:

◦ Obtaining and reading the latest financial statements/trial balances of material investments in order to identify

whether any going concern issue or liquidity issue exist at the investment level and ultimately if the investment is

recoverable.

◦ Assessing the valuation model prepared by the Management and its impairment test for the determination of the

recoverable amount of the investments.

◦ Recomputing the fair value of equity interests of the investments prepared by the Management and comparing the

carrying value of the investments to the fair market value of equity interests in order to determine whether an

impairment exists.

◦ Assessing the valuation of the guarantees provided by the Company to direct or indirect affiliated companies

Our audit procedures over the valuation of the loans granted to affiliated undertakings included, among others:

◦ Obtaining the loan agreements to confirm the nominal value of the loans and the movements of the year.

F-91

◦ Obtaining and reading the latest financial statements/trial balances of the affiliated undertakings in order to

identify whether any going concern issue or liquidity issue exist and ultimately if the loan is recoverable.

◦ Assessing the valuation model prepared by the Management for the determination of the recoverable amount of

the loans.

◦ Recomputing the recoverable amount of the loans prepared by Management and comparing the carrying value of

the loans to their recoverable value in order to determine whether an impairment exists.

◦ We also assessed the adequacy of the Company’s disclosures in respect of the accounting policies on impairment

as disclosed in Note 2.2.6 and 2.2.7 of the financial statements.

Other information

The Board of Directors is responsible for the other information. The other information comprises the information included in

the Directors' report but does not include the financial statements and our report of the “réviseur d’entreprises agréé”

thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance

conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so,

consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained

in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that

there is a material misstatement of this other information, we are required to report this fact. We have nothing to report in

this regard.

Responsibilities of the Board of Directors and of those charged with governance for the financial statements

The Board of Directors is responsible for the preparation and fair presentation of the financial statements in accordance with

Luxembourg legal and regulatory requirements relating to the preparation and presentation of the financial statements],

and for such internal control as the Board of Directors determines is necessary to enable the preparation of financial

statements that are free from material misstatement, whether due to fraud or error.

The Board of Directors is also responsible for presenting the financial statements in compliance with the requirements set

out in the Delegated Regulation 2019/815 on European Single Electronic Format, as amended (“ESEF Regulation”).

In preparing the financial statements, the Board of Directors is responsible for assessing the Company’s ability to continue

as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of

accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic

alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Responsibilities of the “réviseur d’entreprises agréé” for the audit of the financial statements

The objectives of our audit are to obtain reasonable assurance about whether the financial statements as a whole are free

from material misstatement, whether due to fraud or error, and to issue a report of the “réviseur d’entreprises agréé” that

includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in

accordance with EU Regulation N° 537/2014, the Law of 23 July 2016 and with the ISAs as adopted for Luxembourg by the

CSSF will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are

considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic

decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with EU Regulation N° 537/2014, the Law of 23 July 2016 and with ISAs as adopted for

Luxembourg by the CSSF, we exercise professional judgment and maintain professional skepticism throughout the audit.

We also:

◦ Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error,

design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and

appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from

fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,

misrepresentations, or the override of internal control.

F-92

◦ Obtain an understanding of internal control relevant to the audit 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

Company’s internal control.

◦ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and

related disclosures made by the Management.

◦ Conclude on the appropriateness of Management’s use of the going concern basis of accounting and, based on the

audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast

significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material

uncertainty exists, we are required to draw attention in our report of the “réviseur d’entreprises agréé” to the

related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our

conclusions are based on the audit evidence obtained up to the date of our report of the “réviseur d’entreprises

agréé”. However, future events or conditions may cause the Company to cease to continue as a going concern.

◦ Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and

whether the financial statements represent the underlying transactions and events in a manner that achieves fair

presentation.

◦ Assess whether the financial statements have been prepared, in all material respects, in compliance with the

requirements laid down in the ESEF Regulation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of

the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our

audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical

requirements regarding independence, and to communicate with them all relationships and other matters that may

reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most

significance in the audit of the financial statements of the current period and are therefore the key audit matters. We

describe these matters in our report unless law or regulation precludes public disclosure about the matter.

Report on other legal and regulatory requirements

We have been appointed as “réviseur d’entreprises agréé” by the General Meeting of the Shareholders on the May 31, 2023

and the duration of our uninterrupted engagement, including previous renewals and reappointments, is 12 years.

The Directors' report, which is disclosed on page 144 and which is the responsibility of the Board of Directors, is consistent

with the financial statements and has been prepared in accordance with applicable legal requirements.

The corporate governance statement, as published on the Company’s website http://www.millicom.com/our-

responsibility/, is the responsibility of the Board of Directors. The information required by article 68ter paragraph (1) letters

c) and d) of the law of 19 December 2002 on the commercial and companies register and on the accounting records and

annual accounts of undertakings, as amended, is consistent, at the date of this report, with the financial statements and has

been prepared in accordance with applicable legal requirements.

F-93

We have checked the compliance of the financial statements of the Company as at December 31, 2023 with relevant

statutory requirements set out in the ESEF Regulation that are applicable to financial statements. For the Company it relates

to:

• Financial statements prepared in a valid xHTML format.

In our opinion, the financial statements of the Company as at 31 December 2023, identified as “tigo-2023-12-31-en”, have

been prepared, in all material aspects, in compliance with the requirements laid down in the ESEF Regulation.

We confirm that the audit opinion is consistent with the additional report to the audit committee or equivalent.

We confirm that the prohibited non-audit services referred to in EU Regulation No 537/2014 were not provided and that we

remained independent of the Company in conducting the audit.

Ernst & Young

Société anonyme

Cabinet de révision agréé

Bruno Di Bartolomeo

Luxembourg, March 12, 2024

F-94


	Notes	31-Dec 2023	31-Dec 2022
	Notes	USD	USD
ASSETS
Fixed assets
Intangible assets	3
Concessions, patents, licenses, trade marks and similar rights and assets , if they were acquired for valuable consideration and need not be shown under C.I.3		17,221,851	18,598,798
Payments on account and intangible fixed assets under development		5,655,488	6,875,357
Tangible assets	4
Other fixtures and fittings, tools and equipment		848,828	1,082,791
Payments on account and tangible assets in the course of construction		760,636	1,178,188
Financial assets	5
Shares in affiliated undertakings		6,621,555,413	6,154,728,999
Other loans		144,298,535	—
		6,790,340,751	6,182,464,133
Current assets
Stocks
Finished goods and goods for resale	6	20,282,536	—

Debtors	7
Amounts owed by affiliated undertakings
becoming due and payable within one year		426,806,691	209,912,806
becoming due and payable after more than one year		295,062,990	747,313,429
Amounts owed by undertakings with which the company is linked by virtue of participating interests
becoming due and payable within one year		—	138,310
Other debtors		1,392,959	2,364,690
Investments
Own shares	8	6,656,712	15,316,701
Cash at bank and in hand		367,441,513	646,219,447
		1,117,643,401	1,621,265,383

Prepayments	9	45,604,252	53,597,716

TOTAL ASSETS		7,953,588,404	7,857,327,232

The accompanying notes are an integral part of these annual accounts

Millicom International Cellular S.A.

Balance Sheet as at December 31, 2023

F-95


Continued	Notes	31-Dec 2023	31-Dec 2022
Continued	Notes	USD	USD
EQUITY AND LIABILITIES
Capital and reserves	8
Subscribed capital		258,144,458	258,144,458
Share premium account		1,090,559,119	1,081,899,148
Reserves
Cash flow hedge reserve		(4,354,251)	(447,561)
Legal reserve		18,253,643	16,357,968
Reserve for own shares		6,656,730	15,316,699
Profit brought forward		1,963,155,917	1,927,138,093
Profit for the financial year		344,874,950	37,913,504
		3,677,290,566	3,336,322,309
TOTAL EQUITY
Provisions	10
Other provisions		64,454,461	74,297,341
Creditors
Debenture loans
becoming due and payable after more than one year	11	2,428,971,973	2,641,836,130
Amounts owed to affiliated undertakings	12
becoming due and payable within one year		853,598,055	1,275,848,133
becoming due and payable after more than one year		841,227,874	440,622,664
Amounts owed to undertakings with which the company is linked by virtue of participating interests
becoming due and payable within one year	13	7,635,462	6,680,129
Other creditors
Tax authorities		62,996	17,164
Social security authorities		91,749	38,985
Other creditors	14
becoming due and payable within one year		79,276,799	80,455,953
becoming due and payable after more than one year		637,245	781,894
		4,211,502,153	4,446,281,052

Deferred income		341,224	426,530

TOTAL LIABILITIES		4,276,297,838	4,521,004,923

TOTAL EQUITY AND LIABILITIES		7,953,588,404	7,857,327,232

The accompanying notes are an integral part of these annual accounts

Millicom International Cellular S.A.

Balance Sheet as at December 31, 2023

F-96


	Notes	31-Dec 2023	31-Dec 2022
	Notes	USD	USD

Other operating income	15	278,155,018	236,104,387
Staff costs	16
Wages and salaries		(72,974,347)	(39,801,687)
Social Security costs		(1,736,739)	(1,094,922)
Other staff costs		(990,496)	(378,604)
Value adjustments
In respect of formation expenses and of tangible and intangible assets	3,4	(8,838,482)	(8,856,246)
In respect of current assets	7	—	(3,043,032)
Other operating charges	17	(276,011,973)	(236,011,363)
Income from participating interests	18
derived from affiliated undertakings		562,117,001	552,170,882
Other interest and similar income
derived from affiliated undertakings	19	51,340,175	33,016,933
other interest and similar income	20	30,248,451	255,680
Value adjustments in respect of financial assets and of investments held as current assets	21	31,965,605	(283,912,252)
Interest payable and similar expenses
Concerning affiliated undertakings	22	(78,010,323)	(40,395,806)
Other interest and similar expenses	23	(163,768,145)	(170,645,131)
Income tax	24	(5,039,599)	3,726,173
Other taxes not included in the previous caption		(1,581,196)	(3,221,508)
Profit after taxation		344,874,950	37,913,504
Profit for the financial year		344,874,950	37,913,504

The accompanying notes are an integral part of these annual accounts

Millicom International Cellular S.A.

Profit and loss account for the year

ended December 31, 2023

F-97

NOTE 1 – GENERAL INFORMATION

Millicom International Cellular S.A. (the “Company” or “MIC SA”), a Luxembourg Société Anonyme, and its subsidiaries, joint ventures

and associates (together the “Group” or “Millicom”) is a provider of cable and mobile services dedicated to emerging markets in Latin

America. Through our main brands Tigo® and Tigo Business™, we provide a wide range of digital services in nine countries in Latin

America, including high-speed data, cable TV, direct-to-home satellite TV, mobile voice, mobile data, SMS, MFS, fixed voice, and

business solutions including value-added services (“VAS”). We provide services on both a business-to-consumer (“B2C”) and a

business-to-business (“B2B”) basis, and we have used the Tigo brand in all our markets since 2004. Millicom also provides tower

infrastructure and services.

We offer the following principal categories of services:

• Mobile, including mobile data, mobile voice, and MFS to consumer, business and government customers;

• Fixed and other services, including broadband, pay-TV, content, and fixed voice services for residential (Home) customers, as

well as voice, data and VAS and solutions to business and government customers.

We provide both mobile and cable services in eight countries: Bolivia, Colombia, El Salvador, Guatemala, Honduras, Nicaragua,

Panama and Paraguay. In addition, we provide cable services in Costa Rica. In Africa, we previously provided mobile services in

Tanzania, which we disposed of in April 2022.

The Company’s shares are traded as Swedish Depositary Receipts on the Stockholm stock exchange under the symbol TIGO SDB

(formerly MIC SDB) and on the Nasdaq Stock Market in the U.S. under the ticker symbol TIGO.

In order to align the Millicom Group’s legal structure with its operational model in the United States, Millicom’s management decided

to formally establish its U.S. operations in a way that recognizes two main focal points. The first focus is the development,

enhancement, maintenance, and protection of MIC S.A.’s valuable intangible property performed by a branch of MIC S.A. in the

United States. The second focus is the provision of services by Millicom International Services LLC supporting MIC S.A. itself and

Millicom's operating companies. As of December 31, 2023, MIC S.A.'s branch in the United States (“IP Branch”) had a total of 12

employees.

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 the Company.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2.1 Basis of preparation

The annual accounts have been prepared in accordance with Luxembourg legal and regulatory requirements under the historical

cost convention, except for the use of the fair value option for financial derivative instruments and transferable securities.

Accounting policies and valuation rules are, besides those prescribed by the Law of December 19, 2002, as amended subsequently,

determined and applied by the Board of Directors. The preparation of annual accounts requires the use of certain critical accounting

estimates. It also requires the Management to exercise its judgment in the process of applying the accounting policies. Changes in

assumptions may have a significant impact on the annual accounts in the period in which the assumptions changed.

Management believes that the underlying assumptions are appropriate and that the annual accounts therefore present the financial

position and results fairly.

The Company makes estimates and assumptions that affect the reported amounts of assets and liabilities in the next financial year.

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations

of future events that are believed to be reasonable under the circumstances.

2.2 Significant accounting policies

The principal accounting policies applied in the preparation of these annual accounts are set out below. These policies have been

consistently applied to all years presented.

2.2.1 Going concern

Management is not aware of anything that would prevent the company from continuing as a going concern. Therefore, the going

concern basis of accounting is applied in preparing these annual accounts.

2.2.2 Foreign currency translation

These annual accounts are expressed in US Dollars ($). The translation at the balance sheet is made according to the following

principles:

Monetary items are converted at the exchange rates effective at the balance sheet date whereas non-monetary items are converted

at the exchange rate effective at the time of the transaction. The realized and unrealized exchange losses are recorded in the profit

and loss account, whereas the realized exchange gains are recorded in the profit and loss account at the moment of their realization.

Unrealized gains resulting from the fair valuation of derivatives held for trading are recognized under the caption “other interest and

similar income”.

Financial liabilities and assets, which are hedged by derivative instruments are translated at closing rate.

Millicom International Cellular S.A.

Notes to the annual accounts as at December 31, 2023

F-98

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.2.3 Intangible assets

Intangible fixed assets are valued at purchase price including the expenses incidental thereto. Intangible fixed assets are depreciated

over their estimated useful economic lives, as follows:

• Licenses and trademarks rights

• Rights of use (IRUs) (note 2.2.4)

• Software

5 years or the contract term if less

12 or 13 years term of the underlying contract

3 years or the contract term if less

Depreciation is calculated on a straight line basis.

Where the Company considers that an intangible fixed asset has suffered a durable depreciation in value, an additional write-down is

recorded to reflect this loss. These value adjustments are not continued if the reasons for which the value adjustments were made

have ceased to apply.

2.2.4 Indefeasible rights of use

There is no universally-accepted definition of an indefeasible rights of use (IRU). These agreements come in many forms. However,

the key characteristics of a typical arrangement include:

• The right to use specified network infrastructure or capacity;

• For a specified term (often the majority of the useful life of the relevant assets);

• Legal title is not transferred;

• A number of associated service agreements including operations and maintenance (O&M) and co-location agreements. These

are typically for the same term as the IRU; and

• Any payments are usually made in advance.

IRUs are accounted for either as a lease, or service contract based on the substance of the underlying agreement.

IRU arrangements will qualify as a lease if, and when:

• The purchaser has an exclusive right for a specified period and has the ability to resell (or sublet) the capacity; and

• The capacity is physically limited and defined; and

• The purchaser bears all costs related to the capacity (directly or not) including costs of operation, administration and

maintenance; and

• The purchaser bears the risk of obsolescence during the contract term.

If all of these criteria are not met, the IRU is treated as a service contract.

An IRU of network infrastructure (cables or fiber) is accounted for as a right of use asset (see note 3 ), while capacity IRU (wavelength)

is accounted for as an intangible asset.

The costs of an IRU recognized as service contract is recognized as prepayment and amortized in the statement of income as incurred

over the duration of the contract.

Usage of the Company’s controlled IRUs are charged to the local operations of the Group. These recharges are presented as revenue

in the Company's profit and loss account under the caption “Other operating income”.

2.2.5 Tangible assets

Tangible fixed assets are valued at purchase price including the expenses incidental thereto. Tangible fixed assets are depreciated

over their estimated useful economic lives. All repairs and maintenance expenditures are expensed as incurred.

The depreciation rates and methods applied are as follows:

• Computer equipment: 3 years

• Other equipment: 4 to 10 years

Depreciation is calculated on a straight-line basis.

Where the Company considers that a tangible fixed asset has suffered a durable depreciation in value, an additional write-down is

recorded to reflect this loss. These value adjustments are not continued if the reasons for which the value adjustments were made

have ceased to apply.

2.2.6 Financial assets

Shares in affiliated undertakings, participating interest and loans to affiliated undertakings are valued at purchase price and at

nominal value including the expenses incidental thereto, less any durable impairment in value.

The recoverability of the Company's shares in affiliated undertakings, participating interest and loans to affiliated undertakings is

subject to the future profitability of the underlying operations and the evolution of the business in accordance with plans. In

evaluating the recoverability of its assets, the value and future benefits of the underlying operations are periodically reviewed by

management based on technological, regulatory and market conditions.

Annually, or when certain operational and financial factors indicate an impairment of value, the Company evaluates the carrying

value of the investments and the nominal value of the loans, in relation to the operating performance and future cash flows of the

underlying assets. When indicated, the impairment losses are measured based on the difference between the estimated recoverable

amount and the carrying amount of the asset. Management’s estimates of recoverable amounts are based on the net present values

of estimated future cash flows and valuations based on market transactions in similar circumstances. Impairment losses are reversed

when the reasons for which the impairment has been created no longer exist.

2.2.7 Debtors

Debtors are valued at their nominal value. They are subject to value adjustments when their recovery is compromised.

Millicom International Cellular S.A.

Notes to the annual accounts as at December 31, 2023 (Continued)

F-99

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.2.8 Prepayments

Prepayments include expenditures incurred during the current year but relating to a subsequent financial year, as well as debenture

loans origination and further amendments costs, and costs in relation to equity offerings, which are amortized on a straight line basis

over remaining estimated debt periods based on the maturity of the financing agreements.

2.2.9 Debenture Loans

Debenture loans are recorded at their reimbursement value. The debt origination and further amendments costs are included in

prepayments (note 2.2.8).

2.2.10 Cash at bank and in hand

Highly liquid investments with an original maturity of three months or less are considered to be cash at bank and in hand.

2.2.11 Provisions

Provisions are intended to cover losses or debts, the nature of which is clearly defined and which, at the date of the balance sheet, are

either likely to be incurred or certain to be incurred but uncertain as to their amount or the date on which they will arise. See also

note 2.2.16.

Provisions may also be created to cover charges which originate in the financial year under review or in a previous financial year, the

nature of which is clearly defined and which at the date of the balance sheet are either likely to be incurred or certain to be incurred

but uncertain as to their amount or the date on which they will arise.

Provisions for taxation corresponding to the difference between the tax liability estimated by the Company and the advance

payments for the financial years for which the tax return has not yet been filed are recorded under the caption "Tax authorities".

2.2.12 Share-based compensation

Share awards under Long-Term Incentive Plans (LTIP) are granted to the directors, management and key employees. The cost of the

LTIP awards is recognized on the date of issuance of the shares to the employees together with a corresponding increase in share

premium. The cost is based on the market value of the shares at grant date. If shares are issued from treasury shares, the difference

between the value of the shares issued and the acquisition cost of the treasury shares is recorded in the profit and loss account as an

adjustment to the value of the treasury shares. Value of the shares issued are reported in the "Wages and Salaries" caption upon

issuance of the shares related to the share awards plans.

2.2.13 Expense recognition

Expenses are charged in the year they are incurred and they are stated on an accrual basis.

2.2.14 Other operating income

The Company’s income is disclosed gross of withholding tax and principally comprises of consultancy, royalty and technical fees

charged to affiliated companies. The Company is financing its various subsidiaries and also charging them for business support

services, brand fees, management fees and recharging certain costs incurred on behalf of these subsidiaries. Income is recognized as

earned.

2.2.15 Leases

While Luxembourg legal and regulatory requirements are not specific as to how leases should be accounted for, the Group elected to

apply the requirements defined in IFRS 16 'Leases'. As a result, leases are recognized as a right-of-use asset and a corresponding

liability at the date at which the leased asset is available for use by the Company. Each lease payment is allocated between the

reduction of the liability and finance cost. The finance cost is charged to the profit and loss account over the lease period so as to

produce a constant periodic rate of interest on the remaining balance of the liability for each period. The right-of-use are recognized

under caption "intangible assets" in the balance sheet and is depreciated over the shorter of the asset's useful life and the lease term

on a straight-line basis.

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value

of the following lease payments:

• fixed payments (including in-substance fixed payments), less any lease incentives receivable,

• variable lease payment that are based on an index or a rate,

• amounts expected to be payable by the lessee under residual value guarantees,

• the exercise price of a purchase option if the lessee is reasonably certain to exercise that option, and

• payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.

The lease payments are discounted using the interest rate implicit in the lease. As it is generally impracticable to determine that rate,

the Company uses the lessee’s incremental borrowing rate, being the rate that the lessee would have to pay to borrow the funds

necessary to obtain an asset of similar value in a similar economic environment with similar terms and conditions. The incremental

borrowing rate applied can have a significant impact on the net present value of the lease liability recognized under the new

accounting policy for leases.

The Company determines the incremental borrowing rate by country and by considering the risk-free rate, the country risk, the

industry risk, the credit risk, the currency risk and the asset specific risk, as well as the lease and payment terms and dates.

The Company is also exposed to potential future increases in variable lease payments based on an index or rate, which are not

included in the lease liability until they take effect. When adjustments to lease payments based on an index or rate take effect, the

lease liability is adjusted against the right-of-use asset by discounting the revised lease payments using either the initial discount rate

or a revised discount rate. The initial discount rate is used if future lease payments are reflecting market or index rates or if they are in

substance fixed. The discount rate is revised, if a change in floating interest rates occurs.

The Company reassesses the variable payment only when there is a change in cash flows resulting from a change in the reference

index or rate and not at each reporting date.

Millicom International Cellular S.A.

Notes to the annual accounts as at December 31, 2023 (Continued)

F-100

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Lease term is defined as the non-cancellable period for which a lessee has the right to use an underlying asset, together with both:

(a) periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option; and (b) periods covered

by an option to terminate if the lessee is reasonably certain not to exercise that option. The assessment of such options is performed

at the commencement of a lease. As part of the assessment, Millicom introduced the 'time horizon concept': the reasonable term

under which the company expects to use a leased asset considering economic incentives, management decisions, business plans and

the fast-paced industry Millicom operates in. The assessment must be focused on the economic incentives for Millicom to exercise (or

not) an option to early terminate/extend a contract. The Company has decided to work on the basis that the lessor will generally

accept a renewal/forego on the early termination of a contract, as there is an economic incentive to maintain the contractual

relationship.

Millicom has considered the specialized nature of most of its assets under lease, the remote likelihood that the lessor can find a third

party to substitute Millicom as a lessee and past practice to conclude that, the lease term can go beyond the notice period when

there is more than an insignificant penalty for the lessor not to renew the lease. This analysis requires judgment and has a significant

impact on the lease liability recognized under the new accounting policy for leases.

Millicom has elected not to recognize a lease liability for short term leases (leases with an expected term of 12 months or less) or for

leases of low value assets. Payments associated with short-term leases of equipment and vehicles and all leases of low-value assets

are rather recognized on a straight-line basis as an expense in the statement of income. Short-term leases are leases with a lease term

of 12 months or less. Low-value assets comprise IT equipment and small items of office furniture. In addition, certain variable lease

payments are not permitted to be recognized as lease liabilities and are expensed as incurred.

Right-of-use assets are measured at cost comprising the following:

• the amount of the initial measurement of lease liability,

• any lease payments made at or before the commencement date less any lease incentives received,

• any initial direct costs, and

• restoration costs

Finally, the Company has taken the additional following decisions when adopting the Group accounting policy on leases:

• Non-lease components are capitalized

• Intangible assets are out of scope for the new lease rules.

2.2.16 Derivative financial instruments

The Company may enter from time to time into derivative financial instruments in order to hedge certain financial risk at Company or

Group level.

The Company opted to use the fair value model as described by the Law of December 19 2002, as amended subsequently, art. 64bis.

Derivative financial instruments used for hedging purposes are measured at fair value based on their market value (Mark to Market) at

the reporting date and they are recorded under either ‘other provisions’ (when fair value is negative) or ‘other debtors’ (when fair

value is positive). The profit and loss impact is presented under “other interests and similar income” (unrealized gain) or in “other

interests and similar expenses” (unrealized losses).

For hedge accounting purposes, hedges are classified as either:

• Fair value hedges, when they hedge exposure to a change in the fair value of a recognized asset or liability, or of a firm

commitment (except for currency risk); or

• Cash-flow hedges, when they hedge exposure to a change in cash flow arising from a specific risk associated with a

recognized asset or liability, a highly probable future transaction or a currency risk on a firm commitment.

The "effective" part of the cash flow hedge instrument is recognized in “cash flow reserve” in equity, while the "non-effective" part is

recognized in the profit and loss account under the caption “other interests and similar expenses” (loss) or under the caption “other

interest and similar income” (gain). Amounts accumulated in equity are reclassified to the income statement in the periods when the

hedged item affects profit and loss. The cash flow hedge reserve is non-distributable.

To avoid any accounting mismatch, unrealized exchange losses and/or gains on financial assets and liabilities, being hedged with

these derivative financial instruments, are also recognized in the profit and loss account.

Changes in the fair value of derivatives that are designated and qualify as fair value hedge are recorded in the profit and loss account,

together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.

2.2.17 Own shares

Own shares are initially measured at acquisition cost and recognized as an asset with a corresponding non-distributable reserve

created from share premium and retained earnings. Own shares are subsequently re-measured at the lower of cost or market value

using the average cost. Transferred or cancelled shares are valued using the average cost method. They are subject to value

adjustments where their recovery is compromised. These value adjustments are reversed when the reasons for which the value

adjustments were made have ceased to apply.

2.2.18 Other investments (transferable securities)

Transferable securities are valued at fair value. The fair value of these financial instruments corresponds to the latest available quote.

The changes in fair value of transferable securities are recorded in the profit and loss account.

Millicom International Cellular S.A.

Notes to the annual accounts as at December 31, 2023 (Continued)

F-101

NOTE 3 – INTANGIBLE ASSETS

The movements of the year in intangible fixed assets are as follows:


US$	Software	IRU's	Other	Work in Progress	Total
As at January 1, 2023
Cost	45,120,258	11,267,401	520,489	6,875,356	63,783,504
Accumulated amortisation	(28,674,353)	(9,114,507)	(520,489)	—	(38,309,349)
Carrying amount	16,445,905	2,152,894	—	6,875,356	25,474,155

Additions (1)	—	—	—	5,679,682	5,679,682
Disposals/impairments	(51,480)	—	—	—	(51,480)
Category transfers	6,899,547	—	—	(6,899,547)	—
Transfers from Tangible Assets	376,922		—	—	376,922
Amortisation	(7,467,666)	(1,134,274)	—	—	(8,601,940)

As at December 31, 2023
Cost	52,345,247	11,267,401	520,489	5,655,491	69,788,628
Accumulated amortisation	(36,142,019)	(10,248,781)	(520,489)	—	(46,911,289)
As at December 31, 2023	16,203,228	1,018,620	—	5,655,491	22,877,339

Intangible assets include software licenses and indefeasible rights of use (IRU) related to telecommunications capacity contracts which the

Company purchases centrally and resells capacity to certain of its operating subsidiaries and joint ventures.

(1) As at December 31, 2023, the work in progress is related mainly to Oracle EPMC implementation ) project for US$1.1 million, API Lifecycle

& Governance for US$0.8 million Network & IT Service Management for US$0.7 million.


US$	Software	IRU's	Other	Work in Progress	Total
As at January 1, 2022
Cost	35,981,835	11,267,401	520,489	7,669,755	55,439,480
Accumulated amortisation	(22,797,408)	(7,980,234)	(520,489)	—	(31,298,131)
Carrying amount	13,184,427	3,287,167	—	7,669,755	24,141,349

Additions (1)	10,059	—	—	7,484,292	7,494,351
Disposals	(1,758,879)	—	—	—	(1,758,879)
Category transfers	10,887,243	—	—	(10,887,243)	—
Transfers to tangible assets	—	—	—	2,608,552	2,608,552
Amortisation	(5,876,945)	(1,134,273)	—	—	(7,011,218)

As at December 31, 2022
Cost	45,120,258	11,267,401	520,489	6,875,356	63,783,504
Accumulated amortisation	(28,674,353)	(9,114,507)	(520,489)	—	(38,309,349)
As at December 31, 2022	16,445,905	2,152,894	—	6,875,356	25,474,155

NOTE 4 – TANGIBLE ASSETS

The movements of the year in tangible fixed assets are as follows:


US$	Leaseholds improvements	Other PPE	Right of use asset	Work in Progress	Total
As at January 1, 2023
Cost	196,631	2,799,880	1,487,806	1,178,189	5,662,506
Accumulated depreciation	(99,541)	(2,753,799)	(548,187)	—	(3,401,527)
Carrying amount	97,090	46,081	939,619	1,178,189	2,260,979

Additions	—	—	—	41,751	41,751
Disposals	—	—	—	(79,797)	(79,797)
Transfer to Intangible Assets	—		—	(376,922)	(376,922)
Depreciation	(39,326)	(27,694)	(169,527)	—	(236,547)

As at December 31, 2023
Cost	196,631	2,799,880	1,487,806	763,221	5,247,538
Accumulated depreciation	(138,867)	(2,781,493)	(717,714)	—	(3,638,074)
As at December 31, 2023	57,764	18,387	770,092	763,221	1,609,464

Tangible assets include IT equipment, lease right-of-use assets and office furniture.

Millicom International Cellular S.A.

Notes to the annual accounts as at December 31, 2023 (Continued)

F-102

NOTE 4 – TANGIBLE ASSETS (continued)


US$	Leaseholds improvements	Other PPE	Right of use asset	Work in Progress	Total
As at January 1, 2022
Cost	196,631	2,741,362	1,487,806	3,384,412	7,810,211
Accumulated depreciation	(60,215)	(2,707,664)	(378,621)	—	(3,146,500)
Carrying amount	136,416	33,698	1,109,185	3,384,412	4,663,711

Additions	—	532	—	460,315	460,847
Transfers	—	57,986	—	(57,986)	—
Depreciation	(39,326)	(46,135)	(169,566)	—	(255,027)

As at December 31, 2022
Cost	196,631	2,799,880	1,487,806	1,178,189	5,662,506
Accumulated depreciation	(99,541)	(2,753,799)	(548,187)	—	(3,401,527)
As at December 31, 2022	97,090	46,081	939,619	1,178,189	2,260,979

NOTE 5 – FINANCIAL ASSETS

5.1 Shares in affiliated undertakings, participating interest and other loans

The movements for the year on shares in affiliated undertakings, participating interest and other loans were as follows:


	December 31, 2023			December 31, 2022
	US$			US$
	Shares in affiliated undertakings	Shares in participating interest (1)	Other loans (2)	Shares in affiliated undertakings	Shares in participating interest	Other loans
Cost
Opening balance	7,010,878,721	123,649,408	40,000,000	6,949,647,850	123,649,408	40,000,000
Additions (3)	466,826,414	—	144,298,535	61,230,871	—	—
Closing balance	7,477,705,135	123,649,408	184,298,535	7,010,878,721	123,649,408	40,000,000
Value adjustments
Opening balance	(856,149,722)	(123,649,408)	(40,000,000)	(582,950,361)	(123,649,408)	(40,000,000)
Impairment during the year	—	—	—	(273,199,361)	—	—
Closing balance	(856,149,722)	(123,649,408)	(40,000,000)	(856,149,722)	(123,649,408)	(40,000,000)
Net book value
Opening balance	6,154,728,999	—	—	6,366,697,490	—	—
Closing balance	6,621,555,413	—	144,298,535	6,154,728,999	—	—

(1) On June 29, 2023, the Company sold the investment in Global Fashion Group S.A. which was distributed as dividend in kind by MKC Brillant Services GmbH,

in which the Company holds a 35% of participation. This investment was fully impaired in 2016. As a result of this transaction, a profit of US$0.9 million was

recognized in the profit and loss account (refer to note 21).

(2) For more details please refer to note 5.3

(3) For more details please refer to note 5.2

Millicom International Cellular S.A.

Notes to the annual accounts as at December 31, 2023 (Continued)

F-103

NOTE 5 – FINANCIAL ASSETS (continued)

5.2 Shares in affiliated undertakings

The carrying values of the shares in affiliated undertakings and the related value adjustments are as follows:


Name of the Company	Country	Percent shares held	Opening carrying value	Additions/ Disposals (1)	Closing carrying value	Opening value adjustments	Charge/ Reversal	Closing value adjustments	Closing Net book value	Percent shares held
		2022	2022		2023	2022		2023	2023	2023
		%	US$	US$	US$	US$	US$	US$	US$	%
Millicom International Operations S.A.	Luxembourg	100	5,851,412,180	301,010,760	6,152,422,940	—	—	—	6,152,422,940	100
Millicom Spain S.L.	Spain	100	1,080,644,642	119,500,000	1,200,144,642	(847,258,403)	—	(847,258,403)	352,886,239	100
Millicom Global Employment Company S.à r.l.	Luxembourg	100	11,269,887	—	11,269,887	(8,891,319)	—	(8,891,319)	2,378,568	100
Lati International S.A.	Luxembourg	—	—	30,120,313	30,120,313	—		—	30,120,313	100
Shai Holding S.A.	Luxembourg	100	31,236,399	—	31,236,399	—	—	—	31,236,399	100
Millicom Telecommunications S.A.	Luxembourg	100	36,002,625	16,195,342	52,197,967	—	—	—	52,197,967	100
Millicom SSC, S.A. de C.V.	El Salvador	99.99	249,999	—	249,999	—	—	—	249,999	99.99
InfraCo S.A.	Luxembourg	100	35,000	—	35,000	—	—	—	35,000	100
Millicom Digital Ventures B.V.	Netherlands	100	10,000	—	10,000	—	—	—	10,000	100
Millicom CAM SEM S.A.	Panama	100	10,000	—	10,000	—	—	—	10,000	100
Millicom Services AB	Sweeden	100	7,786	—	7,786	—	—	—	7,786	100
Millicom International Services LLC	U.S.A.	100	100	—	100	—	—	—	100	100
Millicom USA Holdings LLC	U.S.A.	100	100	—	100	—	—	—	100	100
Millicom Services UK Ltd	United Kingdom	100	2	—	2	—	—	—	2	100
			7,010,878,720	466,826,415	7,477,705,135	(856,149,722)	—	(856,149,722)	6,621,555,413

(1) On March 28 and October 20, 2023, respectively, the Company made a contribution in kind of receivables for US$48.5 million and a contribution in cash of US$71 million to

Millicom Spain, S.L.. On June 1, 2023, the Company made a contribution in kind to Millicom International Operations S.A. for US$301 million. Finally, in December 2023, the

Company made a capital contribution for a total amount of US$16 million to Millicom Telecommunications S.A.

Management believes that no durable depreciation on investments, other than those already recorded, exist as at December 31,

2023.

Art. 65 paragraph (1) 2º of the Law of December 19 2002 on the register of commerce and companies and the accounting and annual

accounts of undertakings (the “law”) requires the disclosure of the amount of capital and reserves and profit and loss for the last

financial year of each affiliated undertaking. In conformity with Art.67 (3) of the law these details have been omitted as the Company

prepares consolidated accounts and these consolidated accounts and the related consolidated management report and auditors’

report thereon have been lodged with the Luxembourg Trade Registry.

5.3 Other loans

Other loans are composed as follows:


Name of the Company	Additions/ Closing carrying value
	2023
	US$
Lati Telecom Infrastructure Bolivia S.A (1)	63,207,859
UNE EPM Telecomunicaciones S.A. (2)	54,042,606
Lati Paraguay S.A. (3)	13,479,386
Lati Infrastructure Panama S.A. (4)	10,540,913
Lati El Salvador S.A. de C.V. (5)	3,027,771
	—
	144,298,535

(1) Loan between MIC SA and Lati Telecom Infrasctructure Bolivia S.A. for a total amount of US$63 million to finance the acquisition of

passive infrastructure from an affiliated company and working capital. It bears interest at a rate of SOFR +3.50% with a maturity date on

October 10, 2033.

(2) On January 5, 2023, UNE issued a COP230 billion bond (approximately US$50 million) consisting of two tranches with three and four and

a half-year maturities, respectively. Interest rates are variable, based on CPI + a margin, and are payable in Colombian peso. A portion of this

bond has been subscribed by MIC SA; the remaining part has been subscribed by third parties. On the same day, MIC SA entered into cross-

currency and interest rate swaps to hedge the foreign exchange and interest risks.

(3) Loan between MIC SA and Lati Paraguay, S.A. for a total amount of US$13.5 million to finance the acquisition of passive infrastructure

from an affiliated company and working capital. It bears interest at a rate of SOFR +3.38% with a maturity date on October 10, 2033.

(4) Loan between MIC SA and Lati Infrastructure Panama, S.A. for a total amount of US$10.5 million to finance the acquisition of passive

infrastructure from an affiliated company and working capital. It bears interest at a rate of SOFR +2.50% with a maturity date on October

10, 2033.

(5) Loan between MIC SA and Lati El Salvador, S.A. de C.V. for a total amount of US$3 million to finance the acquisition of passive

infrastructure from an affiliated company and working capital. It bears interest at a rate of SOFR +3.38% with a maturity date on October

10, 2033.

NOTE 6 – STOCKS

In December 2023, the Company centrally procured Customer Premise Equipments (CPEs) for a total amount of US$20.2 million.

These CPEs will be resold to its operating companies in 2024.

Millicom International Cellular S.A.

Notes to the annual accounts as at December 31, 2023 (Continued)

F-104

NOTE 7 – DEBTORS

Debtors are composed as follows:


	Total December 31, 2023	Total December 31, 2022
	US$	US$
Amounts owed by affiliated undertakings before value adjustment
becoming due and payable within one year	497,004,520	280,110,635
Value adjustments in amounts owed by affiliated undertakings
becoming due and payable within one year	(70,197,829)	(70,197,829)
Amounts owed by affiliated undertakings after value adjustment
becoming due and payable within one year (1)	426,806,691	209,912,806
Amounts owed by affiliated undertakings after value adjustment
becoming due and payable after more than one year (2)	295,062,990	747,313,429
Amounts owed by undertakings in which the company is linked by virtue of participating interests becoming due and payable within one year	—	138,310
Other receivables becoming due and payable within one year	1,392,959	2,364,690
	723,262,640	959,729,235

Millicom International Cellular S.A.

Notes to the annual accounts as at December 31, 2023 (Continued)

F-105

NOTE 7 – DEBTORS (continued)

Following are the details of the amounts owed by affiliated undertakings and the related value adjustments:


(1)	Total December 31, 2023
	Amounts owed by	Amounts owed to	Net balance before value adjustments	Value adjustments	Net balance after value adjustments
Millicom Spain, S.L	186,173,157	(38,145,550)	148,027,607	—	148,027,607
Millicom Cable 200 N.V.	134,986,284	—	134,986,284	—	134,986,284
Telefonia Celular de Nicaragua, S.A.	68,183,946	(5,168,270)	63,015,676	—	63,015,676
UNE EPM Telecomunicaciones S.A.	24,120,464	(967,230)	23,153,234	—	23,153,234
Millicom Cable 209 N .V.	15,004,660	—	15,004,660	—	15,004,660
Telecomunicaciones Digitales, S.A.	17,001,232	(2,017,069)	14,984,163	—	14,984,163
Millicom International One S.L.U.	14,591,673	(1,142,545)	13,449,128	—	13,449,128
Colombia Movil S.A.	5,933,808	(336,029)	5,597,779	(3,350,000)	2,247,779
Millicom LIH S.A. (MLIH)	2,117,937	(2,091)	2,115,846	—	2,115,846
Lati Telecom Infrastructure Bolivia S.A	1,312,307	—	1,312,307	—	1,312,307
Other	(5,613,169)	80,971,006	75,357,837	(66,847,830)	8,510,007

	463,812,299	33,192,222	497,004,521	(70,197,830)	426,806,691

These amounts are short-term in nature


	Total December 31, 2022
	Amounts owed by	Amounts owed to	Net balance before value adjustments	Value adjustments	Net balance after value adjustments
Millicom Spain, S.L.	166,010,087	(16,178,745)	149,831,342	—	149,831,342
Telefonía Celular de Nicaragua, S.A.	63,214,216	(29,272,691)	33,941,525	—	33,941,525
Millicom International One S.L.U	10,525,610	8,989	10,534,599	—	10,534,599
Digital Services S.A.	6,195,341	—	6,195,341	—	6,195,341
Millicom Cable 200 N.V.	2,681,657	—	2,681,657	—	2,681,657
Millicom LIH S.A. (MLIH)	1,680,628	(2,028)	1,678,600	—	1,678,600
Other	79,034,821	(3,787,250)	75,247,571	(70,197,830)	5,049,741
	329,342,360	(49,231,725)	280,110,635	(70,197,830)	209,912,805


(2)	Total December 31, 2023
	Amounts owed by	Amounts owed to	Net balance
Telefonia Celular de Nicaragua, S.A. (1)	151,062,990	—	151,062,990
Millicom International One S.L.U. (2)	144,000,000	—	144,000,000
	295,062,990	—	295,062,990

(1) Loan between Newcom Nicaragua S.A. and MIC SA for a total amount of US$437 million used for the acquisition of Telefonia Celular de Nicaragua, S.A. of which US$151 million

is the outstanding balance. It bears interest at a rate of 6.25% with a maturity date on May 16, 2029. Telefonia Celular de Nicaragua, S.A. and Newcom Nicaragua S.A. merged in

2021 with Telefonia Celular de Nicaragua, S.A. remaining as the surviving entity.

(2) This loan was signed in June 2020 for a total amount of US$250 million to be used for working capital purposes of which US$144 million is the outstanding balance and bears

interest at a rate of SOFR 3 months + 250 bps. The loan matures on January 31, 2025.


	Total December 31, 2022
	Amounts owed by	Amounts owed to	Net balance
Millicom LIH S.A.	289,987,221	—	289,987,221
Telefonia Celular de Nicaragua, S.A.	173,362,617	—	173,362,617
Millicom International One S.L.U.	144,000,000	—	144,000,000
Millicom Cable 200 N.V.	126,071,668	—	126,071,668
Millicom Cable 209 N .V.	13,891,923	—	13,891,923
	747,313,429	—	747,313,429

Millicom International Cellular S.A.

Notes to the annual accounts as at December 31, 2023 (Continued)

F-106

NOTE 7 – DEBTORS (continued)

(3) Amounts owed by undertakings in which the Company is linked by virtue of participating interests are detailed below:


	Total December 31, 2023
(3)	Amounts owed by	Amounts owed to	Net balance
Navega, S.A. de C.V.	—	—	—
	—	—	—

	Total December 31, 2022
	Amounts owed by	Amounts owed to	Net balance
Navega, S.A. de C.V.	139,920	(1,610)	138,310
	139,920	(1,610)	138,310

Management believes that appropriate value adjustments have been made on the amounts owed by affiliated undertakings and that

no durable depreciation exist, other than those already recorded.

In the normal course of the business, the Company is financing its various subsidiaries and also charging those for business support

services, brand fees, management fees and recharging certain costs incurred on behalf of those subsidiaries. At the same time, certain

costs incurred by subsidiaries are recharged to the Company and advanced dividends remitted to the Company. These transactions

give rise to intercompany payable and receivable balances which are settled periodically either through offset of receivables and

payables, declaration of dividends, or cash settlement.

NOTE 8 – CAPITAL AND RESERVES

8.1 Share capital and share premium

The authorized share capital of the Company totals 200,000,000 registered shares (2022: 200,000,000) consisting of 172,096,305

(2022: 172,096,305) registered common shares at a par value of US$1.50 each, of which at December 31, 2023, 369,817 are owned by

the Company (2022: 1,212,722 ).

8.2 Reserve for own shares

During the year ended December 31, 2023, Millicom repurchased 282,724 shares for a total amount of US$5.1 million (2022: there

were no share repurchase), and withheld 320,985 shares for settlement of tax obligations (2022: 93,413) on behalf of employees

under share-based compensation plans and transferred a similar amount from share premium to reserve for own shares as required

under Luxembourg law. The cost of shares issued during the year from treasury shares is US$48.6 million (2022: US$16.2 million )

At December 31, 2023, the carrying value of the own shares was US$8.5 million while their fair value based on market share price was

US$6.7 million. Own shares should therefore have been impaired by US$1.8 million for 2023, however considering an impairment of

US$32.1 million was recorded in previous years, the Company recognized an impairment reversal this year of US$30.3 million in the

profit and loss account under “Value adjustments in respect of financial assets and of investments held as current assets".

During the year ended December 31, 2023, the Company has recorded a positive value adjustment on the value of the Company's

own shares for US$1.6 million under the same caption in the profit and loss account (2022: reversal of impairment of US$5 million).

This results from the application of the Company’s accounting policy for own shares (note 2.2.17) in respect of the value of shares

vested during the year as part of the Company's share incentive plans (note 8.5).

In 2023, 1,446,614 shares were issued to management, directors, and employees as part of their remuneration (2022: 418,948).

8.3 Legal reserve

On an annual basis, if the Company reports a net profit for the year, Luxembourg law requires appropriation of an amount equal to at

least 5% of the annual net profit to a legal reserve until such reserve equals 10% of the subscribed capital. This reserve is not available

for dividend distribution.

During the year ended December 31, 2023, the Company has increased legal reserve on US$1.9 million resulting in an accumulated of

US$18.3 million.

8.4 Changes in shareholders' equity

On December 13, 2021, Millicom's Board of Directors proposed to increase the authorized share capital of the Company to

US$300,000,000 divided into 200,000,000 shares with a par value of US$1.5 each, through an extraordinary general meeting ("EGM").

The proposal has been ratified at the EGM which took place on February 28, 2022.

On May 18, 2022, the Board of Directors of Millicom resolved on a rights offering (the "Rights Offering") granting preferential

subscription rights to existing holders of shares and Swedish Depositary Receipts ("SDRs") to subscribe for up to 70,357,088 shares in

aggregate.

Those who were registered as holders of shares/SDR register on May 23, 2022, received one subscription right for each share ("Share

Right") or SDR ("SDR right") held in Millicom. 10 share rights entitled a holder thereof to subscribe for 7 new shares in Millicom and 10

SDR Rights entitled a holder thereof to subscribe 7 new SDRs in Millicom. The subscription price was set at SEK 106 per new SDR and

US$10.61 per new share. The subscription price in SEK was determined based on the subscription price in U.S dollars as resolved by

Millicom, US$10.61 per new share, using the SEK-U.S dollar exchange rate published by the Swedish Central Bank on May 17, 2022.

The record date for participation in the Rights Offering was May 23, 2022. The subscription period ran from May 27, 2022 up to June

13, 2022.

Millicom International Cellular S.A.

Notes to the annual accounts as at December 31, 2023 (Continued)

F-107

NOTE 8 – CAPITAL AND RESERVES (continued)

The result of the Rights Offering showed that 68,822,675 shares, including those represented by SDRs, have been subscribed for by

the exercise of basic subscription rights. The remaining 1,534,413 shares, including those represented by SDRs, were allotted to those

investors who subscribed for them pursuant to over subscription privileges. The Rights Offering was thus fully subscribed, and

Millicom received proceeds amounting to approximately US$ 717 million after deducting underwriting commissions and other

offering expenses of US$30 million. These costs have been recorded as prepayments and are amortized over 5 years on a straight-line

basis (see note 9).

The Rights Offering resulted in the issuance of 70,357,088 new shares, which increased the number of outstanding shares in Millicom

from 101,739,217 to 172,096,305. As a result, the share capital increased by US$106 million to US$258 million from US$153 million.

The remaining US$641 million have been allocated to the Company's share premium account.

The changes in shareholders' equity for 2023 and 2022 are shown below:


	Number of shares outstanding	Share capital	Share premium	Reserve for own shares	Cash flow Hedge Reserve	Legal reserve	Accumulated profits	Profit for the year	Total shareholders' equity
	Number of shares outstanding	US$	US$	US$	US$	US$	US$	US$	US$
Balance as at December 31, 2022	172,096,305	258,144,458	1,081,899,148	15,316,699	(447,561)	16,357,968	1,927,138,093	37,913,504	3,336,322,309
Allocation of 2022 result	—	—	—	—	—	—	37,913,504	(37,913,504)	—
Dividends	—	—	—	—	—	—	—	—	—
Legal reserve increase	—	—	—	—	—	1,895,675	(1,895,675)	—	—
Acquisition of own shares	—	—	(9,714,383)	9,714,383	—	—	—	—	—
Transfer from reserve for own shares	—	—	(30,250,245)	30,250,245	—	—	—	—	—
Cash flow hedge reserve (1)	—	—		—	(3,906,690)	—	—	—	(3,906,690)
Long term incentive plans	—	—	48,624,599	(48,624,599)	—	—	—	—	—
Profit for the year	—	—		—	—	—	—	344,874,950	344,874,950
Balance as at December 31, 2023	172,096,305	258,144,458	1,090,559,119	6,656,730	(4,354,251)	18,253,643	1,963,155,916	344,874,950	3,677,290,565

(1) Cash flow hedge reserve comprise the fair value changes on the SEK and COP currency and interest rate swaps (note 9, 11 and note 5.3).


	Number of shares outstanding	Share capital	Share premium	Reserve for own shares	Cash flow Hedge Reserve	Legal reserve	Accumulated profits	Profit for the year	Total shareholders' equity
	Number of shares outstanding	US$	US$	US$	US$	US$	US$	US$	US$
Balance as at December 31, 2022	101,739,217	152,608,826	412,499,006	43,763,429	(7,411,889)	16,357,968	1,722,331,795	204,806,298	2,544,955,433
Allocation of 2021 result	—	—	—	—	—	—	204,806,298	(204,806,298)	—
Effects of rights offering	70,357,088	105,535,632	640,953,412	—	—	—	—	—	746,489,044
Acquisition of own shares	—	—	(3,444,021)	3,444,021	—	—	—	—	—
Transfer from reserve for own shares	—	—	15,721,493	(15,721,493)	—	—	—	—	—
Cash flow hedge reserve (1)	—	—		—	6,964,328	—	—	—	6,964,328
Long term incentive plans	—	—	16,169,258	(16,169,258)	—	—	—	—	—
Profit for the year	—	—		—	—	—	—	37,913,504	37,913,504
Balance as at December 31, 2022	172,096,305	258,144,458	1,081,899,148	15,316,699	(447,561)	16,357,968	1,927,138,093	37,913,504	3,336,322,309

8.5 Share-based compensation plans

As at December 31, 2023, the number of share awards expected to vest under incentive plans is as follows:


Plan awards and shares expected to vest	2023 Plans		2022 Plans		2021 Plans		2020 Plans
(number of shares)	Performance Plan	Deferred plan	Performance Plan	Deferred plan	Performance Plan	Deferred plan	Performance Plan	Deferred plan
Initial shares granted	818,842	2,375,143	306,641	865,862	451,363	536,890	341,897	370,131
Additional shares granted (1)	—	—	—	47,588	—	5,824	—	5,928
Effect of the Right Offering (2)	—	—	83,926	227,947	115,575	93,375	20,862	32,526
Total shares granted	818,842	2,375,143	390,567	1,141,397	566,938	636,089	362,759	408,585
Revision for forfeitures	(101,108)	(51,309)	(52,623)	(54,595)	(63,624)	(45,747)	—	(41,791)
Revision for cancellations	—	—	—	—	—	—	—	—
Total before issuances	717,734	2,323,834	337,944	1,086,802	503,314	590,342	362,759	366,794
Shares issued in 2020	—	—	—	—	—	—	—	(3,571)
Shares issued in 2021	—	—	—	—	(1,121)	(5,760)	—	(113,653)
Shares issued in 2022	—	—	—	(13,957)	(2,071)	(160,596)	—	(100,362)
Shares issued in 2023	(31,124)	(354,331)	(29,885)	(476,256)	(120,419)	(234,157)	—	(149,208)
Performance conditions not met	—	—	—	—	—	—	(362,759)	—
Shares still expected to vest	686,610	1,969,503	308,059	596,589	379,703	189,829	—	—
Estimated cost over the vesting period (US$ millions)	11	42	6	20	18	19	—	—

(1) Additional shares granted represent grants made for new joiners and/or as per CEO contractual arrangements.

(2) In 2022, as per plan rules, additional shares have been granted to all participants for unvested plans as a result of the effect of the rights offering (see note 7.1).

Millicom International Cellular S.A.

Notes to the annual accounts as at December 31, 2023 (Continued)

F-108

NOTE 8 – CAPITAL AND RESERVES (continued)

Deferred share plan (unchanged since 2014, except for vesting schedule)

Shares vest at a rate of 30%on January 1 of each of year one and two, and the remaining 40% on January 1 of year three. Vesting is

conditional upon the participant remaining employed with Millicom at each vesting date. The cost of this long-term incentive plan,

which is not conditional on performance conditions, is calculated as follows: Fair value (share price) of Millicom’s shares at grant date x

number of shares expected to vest.

Performance share plan (up to the 2020 plan)

Shares granted under this performance share plan vest at the end of the three-year period, subject to performance conditions, 25%

based on Relative Total Shareholder Return (“Relative TSR”), 25% based on the achievement of the Service Revenue target measured on a

3-year CAGRs from year one to year three of the plan (“Service Revenue”) and 50% based on the achievement of the Operating Free Cash

Flow (“Operating Free Cash Flow”) target measured on a 3-year CAGRs from year one to year three of the plan. From 2020 onwards, the

Operating Free Cash Flow target has been redefined to consider payments made in respect of leases. As a result, the target is since then

the Operating Free Cash Flow after Leases ("OFCFaL").

Performance share plan (for plans issued from 2021)

Shares granted under this performance share plan generally follow the same rules as for previous performance share plans. However, for

LTI 2021 plan, Millicom had added a time vesting Restricted Stock Units (“RSU’s”) representing 35% of the total award. The RSU’s will be

vesting at the end of 3 depending on satisfactory service condition. RSU's have been removed from the plan rules from 2022. The Relative

TSR, which account for 20% of the award, will be measured over the 10 trading days before / after December 31 of the last year of the

corresponding 3-year measurement period. The Service Revenue (LTI 2022: 30%; LTI 2021: 15%) and Operating Cash Flow after Leases

("OCFaL") (LTI 2022: 50%; LTI 2021: 30%) performance conditions will not be measured based on a CAGR anymore but on the actual

cumulative achievement against the 3-year cumulative targets to better reflect the performance over the 3-year period rather than

simply the end point as is the case with a CAGR target.

Assumptions and fair value of the shares under the TSR portion(s)

For the performance share plans, and in order to calculate the fair value of the TSR portion of those plans, it is necessary to make a

number of assumptions which are set out below. The assumptions have been set based on an analysis of historical data as at grant date.

Assumptions and fair value of the shares under the TSR portion(s) are as follows:


	Risk-free rate %	Dividend yield %	Share price volatility(i) %	Award term (years)	Share fair value (in US$)
Performance share plan 2023 (Relative TSR)	4.66%	—%	52.88%	2.82	31.13
Performance share plan 2022 (Relative TSR)	2.01%	—%	47.94%	2.8	29.12
Performance share plan 2021 (Relative TSR)	0.29%	1.28%	46.28%	2.82	52.99
Performance share plan 2020 (Relative TSR)	0.61%	1.47%	24.54%	2.93	55.66
Performance share plan 2019 (Relative TSR)	(0.24)%	3.01%	26.58%	2.93	49.79

NOTE 9 – PREPAYMENTS


	Total December 31, 2023	Total December 31, 2022
	US$	US$
Unamortized loan origination costs (1)	21,411,166	26,611,752
Unamortized right offering expenses (2)	17,808,005	23,744,007
Other prepayments	6,385,081	3,241,957
	45,604,252	53,597,716

(1) As at December 31, 2023, unamortized loan origination costs amount to US$21 million (2022: US$27 million). The amortization for the year of US$7 million is recorded in the

profit and loss account under the caption “other interest and similar expenses”

(2) The remaining costs related to the rights offering completed in 2022 for this year correspond to US$21 million (please refer to note 7.1). These are amortized over 5 years on a

straight-line basis.

NOTE 10 – OTHER PROVISIONS


	Total December 31, 2023	Total December 31, 2022
	US$	US$
Derivative financial instrument (1)	45,932,724	52,804,578
Provisions related to investments disposed of (2)	66,000	7,030,875
Income Tax Risk provision (Note 25)	17,053,183	12,053,294
Other provisions	1,402,554	2,408,594
	64,454,461	74,297,341

(1) As at December 31, 2023, the provision for derivative financial instruments stand for the fair values of the USD/SEK cross-currency swaps related to the Company’s SEK bonds due

2027 of US$33.8 million (2022: US$52.8 million) and for USD/COP cross currency swap related to Tigo UNE COP Bond of US$12.1 million (2022: nil), respectively.

(2) Corresponds to a provision for other expenses directly linked with the disposal of our African operations estimated at US$0 million (2022: US$7 million). During this year, we have

indemnified for an amount of US$3.7 million.

Millicom International Cellular S.A.

Notes to the annual accounts as at December 31, 2023 (Continued)

F-109

NOTE 11 – NON-CONVERTIBLE LOANS BECOMING DUE AND PAYABLE AFTER MORE THAN ONE YEAR


	After one year and within five years	More than five years	Total December 31, 2023	Total December 31, 2022
	US$	US$	US$	US$
US$500M 5.125% Senior Notes (1)	—	450,000,000	450,000,000	450,000,000
COP144Bn 9.45% Senior Notes (2)	57,742,660	—	57,742,660	50,000,000
US$500M 6.625% Senior Notes (3)	147,855,600	—	147,855,600	147,855,600
US$750M 6.25% Senior Notes (4)		675,000,000	675,000,000	675,000,000
SEK2Bn 2.35% + Stibor Senior Notes (5)	—	—	—	213,986,969
SEK2.25Bn 3.00% + Stibor Senior Notes (6)	—	223,360,534	223,360,534	215,759,040
US$500M 4.5% Senior Notes (7)	—	775,013,179	775,013,179	789,234,521
US$100M DNB Bilateral Loan (8)	100,000,000	—	100,000,000	100,000,000
	305,598,260	2,123,373,713	2,428,971,973	2,641,836,130

The total interest expense on the above debts amounted to US$151.1 million for the year (2022: US$149.0 million) and is presented in the

“Other interest and similar expenses” caption (note 23).

1) (2028) US$500 million 5.125% Senior Notes

On September 20, 2017, Millicom issued a US$ 500 million 5.125% fixed interest rate bond repayable in 10 years. The bond was issued

at 100% of the principal and has an effective interest rate of 5.244%. US$6.4 million of withheld and upfront costs are presented

under the caption “prepayments” and amortized under “other interest and similar expenses” over the 10-year life of the bond.

On February 22, 2021, Millicom redeemed 10% of the principal outstanding of its Notes due 2026, 2028 and 2029 at a price of 103%.

This redemption followed Millicom’s announcement dated February 11, 2021. Millicom redeemed US$50 million on these 2028 Senior

Notes

which also triggered the recognition of the accelerated amortization of the remaining US$0.7 million amortized costs and US$1.5

million of early redemption fee. These had been recorded in the “Other interest and similar expenses” caption (note 23).

2) (2025) COP144Bn 9.45% Senior Notes

On July 24, 2018, the Company issued a COP 144 Bn /US$50 million bilateral facility with IIC (Inter-American Development Bank) for a

US$ indexed to COP Note due in 2025. The note bears interest at 9.45% p.a.. US$1.2 million of withheld and upfront costs are

presented under the caption “prepayments” and amortized under “other interest and similar expenses” over the duration of the

bond.

3) (2026) US$500 million 6.625% Senior Notes

On October 16, 2018, Millicom issued a US$500 million 6.625% fixed interest rate bond repayable in 8 years. The bond was issued at

100% of the principal and has an effective interest rate of 6.748%. US$6.2 million of withheld and upfront costs are presented under

the caption “prepayments” and amortized under “other interest and similar expenses” over the duration of the bond.

On February 22, 2021, as part of the early redemption program of its Notes due 2026, 2028 and 2029 (see above), Millicom redeemed

US$50 million on these 2026 Senior Notes which also triggered the recognition of the accelerated amortization of the remaining

US$0.5 million amortized costs and US$1.5 million of early redemption fee. These had been recorded in the “Other interest and similar

expenses” caption (note 23).

On September 22, 2021, Millicom announced the early participation exchange results from its offer dated September 8, 2021;

US$302.1 million of the 6.625% Notes due 2026 were exchanged for US$307.5 million of the 4.5% Notes due 2031 (at 101.812%

exchange ratio). The gain derived from this exchange for US$14.7 million had been recorded in "Other Interest and Similar

Expenses" (note 23).

4) (2029) US$750 million 6.250% Senior Notes

On March 25, 2019, Millicom issued a US$750 million 6.250% fixed interest rate bond repayable in 10 years. The bond was issued at

100% of the principal and has an effective interest rate of 6.36%. US$8.2 million of withheld and upfront costs are presented under

the caption “prepayments” and amortized under “other interest and similar expenses” over the duration of the bond.

On February 22, 2021, as part of the early redemption program of its Notes due 2026, 2028 and 2029 (see above), Millicom redeemed

US$75 million on these 2029 Senior Notes which also triggered the recognition of the accelerated amortization of the remaining

US$0.7 million amortized costs and US$2.3 million of early redemption fee. These had been recorded in the “Other interest and similar

expenses” caption (note 23).

5) (2024) SEK2 Bn 2.35% + Stibor Senior Notes

On May 15, 2019, Millicom issued a SEK2 Bn / US$214 million repayable note in 2024 within its Sustainability bond framework. The

notes born interest at a floating rate of STIBOR (3 months) (excluding a STIBOR floor) plus 2.35%. The bond was issued at 100% of the

principal and had an effective interest rate of 2.66%.

The Notes were early redeemed on June 8, 2023, and delisted from the sustainable bond list at Nasdaq Stockholm.

6) (2027) SEK2.2 Bn 3.00% + Stibor Senior Notes

On January 10, 2022, Millicom placed a SEK2.2 Bn / US$239 million repayable note in 2027 within its Sustainability bond framework.

The notes bear interest at a floating rate of STIBOR (3 months) (excluding a STIBOR floor) plus 3.00%. The bond was issued at 100% of

the principal and has an effective interest rate of 3.23%. US$2.4 million of withheld and upfront costs are presented under the

caption “prepayments” and amortized under “other interest and similar expenses” over the duration of the bond. At the same time,

Millicom executed a swap to hedge currency and interest risks to USD (see below).

Millicom International Cellular S.A.

Notes to the annual accounts as at December 31, 2023 (Continued)

F-110

NOTE 11 – NON-CONVERTIBLE LOANS BECOMING DUE AND PAYABLE AFTER MORE THAN ONE YEAR (continued)

7) (2031) US$500 million 4.5% Senior Notes

On October 19, 2020, Millicom issued a US$500 million 4.500% fixed interest rate bond repayable in 2031. The bond was issued at

100% of the principal and has an effective interest rate of 4.800%. US$5.5 million of withheld and upfront costs are presented under

the caption “prepayments” and amortized under “other interest and similar expenses” over the duration of the bond. As

aforementioned, US$302.1 million of the 6.625% Notes due 2026 were exchanged during 2021 for US$307.5 million of these 2031

Senior Notes.

During 2023 Millicom repurchased US$15.5 million of these notes (face value) on the open market for a total amount of US$12

million.

8) US$100 million DNB Bilateral loan

On December 20, 2021, Millicom executed a new bilateral loan with DNB Sweden AB for US$100 million with a variable interest rate

and a 5-year maturity. The disbursement was done on December 23, 2021 and the money was used to repay partially the US$2.5Bn

Bridge loan described in note 10. US$0.7 million of withheld and upfront costs are presented under the caption “prepayments” and

amortized under “other interest and similar expenses” over the duration of the loan.

9) Revolving Credit Facility

In October 2020, MIC S.A. entered into a 5 year, US$600 million ESG-linked revolving credit facility (the "Facility") with a syndicate of

11 commercial banks. This facility was used to refinance the old multi-currency revolving credit facility.

10) Guarantees

In the ordinary course of business, the Company has issued guarantees to secure certain obligations of some of the Group's

operations under bank supplier financing agreements. As of December 31, 2023, the outstanding exposure for guarantees issued by

the Company to cover debt and financing, in the operations, amounted to US$505 million (2022: US$501 million).

11) Currency and interest rate swap contracts

Interest rate and currency swap on the SEK denominated debt have a maturity date of January 13, 2027. As of December 31, 2023,

the fair value of this swap is a liability of US$33.8 million (2022: US$52.8 million - see note 10) and the net effect corresponding to the

fair value of the interest portion of the swaps is recognized in the cash flow hedge reserve for US$3.9 million (see note 8).


Notional amount in currency	Currency sold	Currency bought	Maturity date
2,250 million SEK	USD	SEK	Jan 13, 2027

NOTE 12 – AMOUNTS OWED TO AFFILIATED UNDERTAKINGS

Amounts owed to affiliated undertakings becoming due and payable within one year are detailed below:


	Total December 31, 2023
	Amounts owed by	Amounts owed to	Net balance
Millicom International II N.V. (1)	1,216,891	(495,493,950)	(494,277,059)
Millicom International Services Llc	77,700	(83,677,546)	(83,599,846)
Grupo de Comunicaciones Digitales S.A.	187,529	(78,737,265)	(78,549,736)
Telefónica Celular del Paraguay S.A.	34,121	(49,179,944)	(49,145,823)
Millicom International Operations S.A.	10,383,794	(46,837,407)	(36,453,613)
Millicom International Enterprises AB	7,483	(33,273,606)	(33,266,123)
Telemovil El Salvador, S.A. de C.V.	354,151	(14,258,400)	(13,904,249)
Millicom Telecommunications S.A.	(10,911)	(9,754,717)	(9,765,628)
Millicom CAM SEM, S.A.	487,445	(8,386,821)	(7,899,376)
Mobile Cash Paraguay S.A.	—	(7,394,991)	(7,394,991)
Servicios y Productos Multimedios S.A	—	(7,195,469)	(7,195,469)
Millicom Services U.K.	779,531	(5,712,352)	(4,932,821)
Digital Wallet Panama, S.A.	—	(3,194,577)	(3,194,577)
Telefónica Celular de Bolivia, S.A.	83,113	(3,246,825)	(3,163,712)
Millicom SSC, S.A. de C.V.	690	(3,108,108)	(3,107,418)
Servicios Especializados en Telecomunicaciones, S. A.	—	(3,064,171)	(3,064,171)
Millicom Services Colombia S.A.S.	1,000	(3,021,647)	(3,020,647)
Shai Holding S.A.	3,099,024	(5,320,127)	(2,221,103)
Millicom International V N.V.	24,665	(2,170,604)	(2,145,939)
Navega.Com, S.A.	—	(2,046,524)	(2,046,524)
Distribuidora Internacional de Comunicaciones, S. A.	—	(1,390,239)	(1,390,239)
Other	1,423,749	(5,282,740)	(3,858,991)
	18,149,975	(871,748,030)	(853,598,055)

These amounts include both, interest-bearing cash pool balances, and other payables; the latter are short-term in nature, and do not bear any interest.

(1) On January 27, 2022, our principal subsidiary in Guatemala, Comunicaciones Celulares, S.A. ("Comcel"), completed the issuance of a new 10-year US$900 million Bond with a

coupon of 5.125% per annum. The proceeds from this bond were upstreamed to the Company and used to repay a significant portion of the bridge financing that was used to fund

the acquisition of the remaining 45% equity interest in the Tigo Guatemala operations in 2021

Millicom International Cellular S.A.

Notes to the annual accounts as at December 31, 2023 (Continued)

F-111

NOTE 12 – AMOUNTS OWED TO AFFILIATED UNDERTAKINGS (continued)


	Total December 31, 2022
	Amounts owed by	Amounts owed to	Net balance
Millicom International II N.V.	36,425	(989,052,452)	(989,016,027)
Millicom International Services Llc	73,794	(60,527,761)	(60,453,967)
Grupo de Comunicaciones Digitales S.A.	1,464,210	(40,475,567)	(39,011,357)
Telecomunicaciones Digitales, S.A.	488,959	(31,680,325)	(31,191,366)
Telefónica Celular de Bolivia, S.A.	249,724	(27,555,967)	(27,306,243)
Comunicaciones Celulares, S.A.	1,288,972	(27,483,506)	(26,194,534)
Millicom Telecommunications S.A.	—	(23,716,623)	(23,716,623)
Telefónica Celular del Paraguay S.A.	556,459	(24,101,315)	(23,544,856)
Telemovil El Salvador, S.A. de C.V.	596,874	(21,722,862)	(21,125,988)
Millicom Services U.K.	369,004	(6,349,033)	(5,980,029)
Millicom Cable Costa Rica, S.A.	722,487	(4,497,283)	(3,774,796)
Millicom International Operations B.V.	142	(3,213,587)	(3,213,445)
Servicios y Productos Multimedios S.A	87,100	(3,101,305)	(3,014,205)
Shai Holding S.A.	118,888	(2,978,883)	(2,859,995)
Millicom International Enterprises AB	38,177	(2,480,973)	(2,442,796)
Millicom SSC, S.A. de C.V.	261,058	(2,653,542)	(2,392,484)
Navega.Com, S.A.	3,000	(2,324,542)	(2,321,542)
Millicom CAM SEM, S.A.	487,445	(2,723,684)	(2,236,239)
Millicom International V N.V.	18,839	(2,175,331)	(2,156,492)
Mobile Cash Paraguay S.A.	—	(1,087,583)	(1,087,583)
Millicom Americas LLC	377,523	(1,220,490)	(842,967)
UNE EPM Telecomunicaciones S.A.	76,663	(910,675)	(834,012)
Servicios Especializados en Telecomunicaciones, S. A.	—	(444,652)	(444,652)
Distribuidora Internacional de Comunicaciones, S. A.	—	(210,770)	(210,770)
Colombia Movil S.A.	50,068	(245,578)	(195,510)
Millicom Digital Ventures AB	34,127	(109,595)	(75,468)
Millicom International S.L.U.	—	(54,033)	(54,033)
Millicom Re S.A.	10,673	(51,616)	(40,943)
Dinero Electrónico, S.A.	—	(36,671)	(36,671)
Millicom Services B.V.	9,935	(29,402)	(19,467)
Orbitel Servicios Internationales S.A. (OSI)	—	(17,920)	(17,920)
Mobile Cash, SA de C.V.	—	(17,806)	(17,806)
Edatel S.A. E.S.P	—	(12,467)	(12,467)
Millicom Global Employment Company S.à r.l.	178,163	(183,043)	(4,880)
	7,598,709	(1,283,446,842)	(1,275,848,133)

Amounts owed to affiliated undertakings becoming due and payable after more than one year are detailed below:


	Total December 31, 2023
	Amounts owed to	Amounts owed by	Net balance
Millicom International II N.V. (1)	(748,654,831)	—	(748,654,831)
Millicom International Operations S.A. (2)	(90,573,043)	—	(90,573,043)
Millicom Re S.A. (3)	(2,000,000)	—	(2,000,000)
	(841,227,874)	—	(841,227,874)

(1) During 2023, MIC SA and Millicom International II N.V. signed several promissory notes with maturity dates in 2026 and bearing an average interest rate of 7.48%.

(2) On December 15, 2022, the Company entered into a Revolving Credit Facility Agreement with Millicom International Operations S.A.. The facility amounts to US$250 million, to

be used in one or more loans, for the purposes of working capital financing. Unless repaid earlier, the Company shall repay the principal amount in one final installment, which will

be due and payable on December 31, 2027. As of December 31, 2023, US$91 million have been drawn down on this facility.

(3) On July 13, 2021, the Company entered into a Revolving Credit Facility Agreement with Millicom Re S.A.. The facility amounts to US$10 million, to be used in one or more loans,

for the purposes of working capital financing. Unless repaid earlier, the Company shall repay the principal amount in one final installment, which will be due and payable on June

20, 2026. As of December 31, 2023, US$2 million have been drawn down on this facility.

Millicom International Cellular S.A.

Notes to the annual accounts as at December 31, 2023 (Continued)

F-112

NOTE 12 – AMOUNTS OWED TO AFFILIATED UNDERTAKINGS (continued)


	Total December 31, 2022
	Amounts owed to	Amounts owed by	Net balance
Millicom International II N.V.	(293,500,000)	—	(293,500,000)
Millicom International Operations S.A.	(145,122,664)	—	(145,122,664)
Millicom Re S.A.	(2,000,000)	—	(2,000,000)
	(440,622,664)	—	(440,622,664)

NOTE 13 – AMOUNTS OWED TO AFFILIATED UNDERTAKINGS IN WHICH THE COMPANY IS LINKED BY

PARTICIPANTS INTERESTS

Amounts owed to undertakings in which the Company is linked by participating interests are detailed below:


	Total December 31, 2023
	Amounts owed to	Amounts owed by	Net balance
Telefonica Celular, S.A. de C.V.	(4,052,006)	63,420	(3,988,586)
Navega, S.A. de C.V.	(3,786,796)	139,920	(3,646,876)
	(7,838,802)	203,340	(7,635,462)


	Total December 31, 2022
	Amounts owed to	Amounts owed by	Net balance
Telefonica Celular, S.A. de C.V.	(6,743,533)	63,404	(6,680,129)
	(6,743,533)	63,404	(6,680,129)

NOTE 14 – OTHER CREDITORS

As at December 31, 2023, amounts due to other creditors becoming due and payable within one year amounted to US$79 million

(2022: US$80 million) and mainly related to accrued interest payable on debt and accrued expenses for legal and other professional

fees. Amounts due to other creditors becoming due and payable after more than one year amounted to US$0.64 million (2022:

US$0.78 million) and is related to long term lease liabilities.

NOTE 15 – OTHER OPERATING INCOME

Amount is composed as follows:


	Total December 31, 2023	Total December 31, 2022
	US$	US$
Value Creation Fees billed to operations	265,450,297	215,900,940
Other intercompany revenue	12,701,424	20,193,708
Other income	3,297	9,739
	278,155,018	236,104,387

NOTE 16 – STAFF COSTS

The average number of permanent full-time employees during 2023 was 31 (2022: 33) including 12 IP Branch employees.

NOTE 17 – OTHER OPERATING CHARGES

Amount is composed as follows:


	Total December 31, 2023	Total December 31, 2022
	US$	US$
Directors fees (1)	2,840,594	2,331,927
Business support services (2)	140,333,328	119,575,026
Bandwidth charges	7,509,941	5,590,690
Consultancy fees	8,945,315	20,649,283
Legal fees	32,669,322	11,453,348
Tax, accounting and audit charges	5,865,937	4,938,059
External services	21,021,314	25,799,540
Other	56,826,222	45,673,490
	276,011,973	236,011,363

(1) Directors fees expenses includes the cost of 53,343 shares (2022: 41,167 shares) vested to Directors during the year for US$1.1 million (2022: US$0.6 million). The share price used

is an average acquisition price of US$22.97 (2022:US$39.09).

(2) Business support services represent the expenses incurred by the regional offices in Miami and in the U.K. which are recharged to the Company. These expenses are further

recharged by the Company to the Group entities through the Value Creation Fees.

Millicom International Cellular S.A.

Notes to the annual accounts as at December 31, 2023 (Continued)

F-113

NOTE 18 – INCOME FROM PARTICIPATING INTERESTS DERIVED FROM AFFILIATED UNDERTAKINGS

In 2023, the Company received dividends of US$562 million (2022: US$552 million), including US$556 million from Millicom

International Operations S.A. (2022: US$550 million), nil million from MKC Brillant Services GmbH (2022: US$1.5 million), US$3.2

million from Millicom International Services UK Ltd. (2022: US$1 million), US$2.9 million from Shai Holding S.A. (2022: nil million) .

NOTE 19 – INTEREST DERIVATED FROM AFFILIATED UNDERTAKING

In 2023, the Company has recognized interest and other intercompany income of US$51 million (2022: US$33 million), including US$11

million from Millicom LIH S.A. (MLIH) (2022: US$2 million), US$6 million from Millicom Cable 200 N.V.(2022:US$3 million), US$11 million

from Millicom International One S.L.U. (2022: US$6 million), US$10 million from Telefonia Celular de Nicaragua, S.A. (2022: US$21 million),

US$1 million from Lati Telecom Infrastructure Bolivia S.A (2022: nil million), US$10 million from UNE EPM Telecomunicaciones S.A. (2022:

nil million) and US$2 million from others (2022: US$1 million).

NOTE 20 – OTHER INTEREST AND SIMILAR INCOME

Amount is composed as follows:


	Total December 31, 2023	Total December 31, 2022
	US$	US$
Interest income	12,970,810	2,804,239
Foreign exchange (loss) gain	17,277,641	(2,548,559)
	30,248,451	255,680

NOTE 21 – VALUE ADJUSTMENTS IN RESPECT OF FINANCIAL ASSETS AND OF INVESTMENTS HELD AS CURRENT

ASSETS

Amount is composed as follows:


	Total December 31, 2023	Total December 31, 2022
(Impairment) / Reversal of impairment on own shares, net (note 8)	31,880,014	(10,712,891)
Result on disposal of other investments (1)	85,591	—
Value adjustments on shares in and loans on affiliated undertakings (note 5)	—	(273,199,361)
Total	31,965,605	(283,912,252)

(1) Please refer to note 5.1

NOTE 22 – INTEREST CONCERNING AFFILIATED UNDERTAKINGS

In 2023, the Company has recognized intercompany interest expense of US$55 million from Millicom International II N.V. (2022:

US$34 million), US$13 million from Millicom International Operations S.A. (2022: US$0.5 million), US$3 million from Grupo de

Comunicaciones Digitales S.A. (2022: US$0.2 million), US$2 million from Comunicaciones Celulares, S.A. (2022: US$2 million), US$1

million from Telefónica Celular del Paraguay S.A. (2022: US$1 million) and US$4 million from others (2022: US$2 million).

NOTE 23 – OTHER INTEREST AND SIMILAR EXPENSES


	Total December 31, 2023	Total December 31, 2022
Interest on bonds/loans	151,140,713	149,019,962
Early redemption charges (note 11)	1,198,762	—
Amortization of bond issuance cost (note 9)	6,609,273	15,778,143
Interest on leases	29,045	33,347
Other	4,790,352	5,813,679
	163,768,145	170,645,131

NOTE 24 – INCOME TAX

The Company is subject to all taxes applicable to a Luxembourg Société Anonyme. The Company has been granted fiscal unity with

other Luxembourg-based entities of the group.

The total tax charge for 2023 included withholding taxes on procurement related activities, cash pool and interest resulting in a

withholding tax expense of US$1.58 million. Additionally, the current tax charge include a provision of US$5.04 million attributable to

a tax risk from its subsidiary in Honduras. Comparatively, tax charge for 2022 included withholding taxes on procurement related and

interest for US$3.2 million which was offset by a tax risk provision reversal, resulting in a total of tax credit of US$0.50 million.

The Millicom Group is within the scope of the OECD Pillar Two model rules. Pillar Two legislation was enacted in Luxembourg and has

come into effect from January 1, 2024. MIC SA, registered in Luxembourg, is the Ultimate Parent Entity of the Group.

Besides Luxembourg, the Pillar Two legislation has been enacted from January 2024 in the following countries within the scope of

Millicom Group:

▪ The Netherlands

▪ United Kingdom

Millicom International Cellular S.A.

Notes to the annual accounts as at December 31, 2023 (Continued)

F-114

NOTE 24 – INCOME TAX (continued)

▪ Sweden.

Since the Pillar Two legislation was not effective at the reporting date, MIC SA has no related current tax exposure. The Group applies

the exception to recognizing and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes, as

provided in the amendments to IAS 12 issued in May 2023, endorsed by the EU on 8 November 2023 and in line with the

recommendation issued by the Luxembourg Accounting Principal Commission (Commission des Normes Comptables “CNC”) in the

Q&A CNC 21/031 in February 2024.

Due to the complexities in applying the legislation and calculating the Global Anti-Base Erosion (“GloBE”) income, the quantitative

impact of the enacted or substantively enacted legislation is not yet reasonably estimable. However, the Group has run initial testing

under the OECD transitional safe harbour rules (i.e. Country by Country Report Safe Harbours) and it results that all jurisdictions are

expected to meet one of the transitional safe harbours and hence are not expected to be subject to top-up tax.

MIC SA is the head of a tax unity which has tax losses carried forward of an amount to approximately US$4.6 billion as of December

31, 2023. Per Luxembourg tax law, approximately US$ 1.2 billion expire in 17 years after generation, the other US$3.4 billion do not

expire.

These tax losses have not been recognized for financial statement purposes due to the remote possibility of utilizing consistently all

or a portion of the total amount available.

The utilization of the aforementioned losses is subject to review by the Luxembourg tax authorities under the usual statute of

limitation rules that is 5 years for corporate income tax as from 1 January following the end of the fiscal year. The general statute of

limitation may be extended to 10 years in case of (i) insufficient or incomplete tax return or (ii) failure to file a tax return. The existence

of the carried forward tax losses remains therefore uncertain until the end of the fifth fiscal year after the fiscal year in which they are

used.

NOTE 25 – COMMITMENTS AND CONTINGENCIES

The Company has contingent liabilities with respect to lawsuits and other matters that arise in the normal course of business.

On May 25, 2020, as a result of the termination of the Costa Rica acquisition, Telefónica filed a complaint, followed by an amended

complaint on August 3, 2020, against us in the Supreme Court of New York. The amended complaint asserts damages claims for

alleged breaches of contract and alleges, among other things, that we were required to close the transaction because the closing

conditions specified in the sale and purchase agreement for the acquisition had been satisfied. On February 13, 2024, the Court

granted summary judgment in favor of Telefónica, ruling in favor of Telefónica's breach of contract claim as well as its methodology

for calculating pre-judgment interest. As of the time of this filing, the Court has not yet determined the exact amount of damages,

and a final judgment has not yet been entered. We disagree with the decision and continue to believe that we have strong

arguments in our favor. We plan to file an appeal of the ruling.

As at December 31, 2023, the total amount of claims, litigation and tax risks brought against the Company was US$168 million (2022:

US$90 million) of which US$17 million was mainly for probable risks associated with corporate income tax and capital gain, the

remaining US$150 million was principally for possible risks related with the aforementioned case.

Capital commitments

As at December 31, 2023, the Company has commitments for a total amount of US$3.7 million that correspond to licenses for three

years,, having a outstanding commitment of US$2.9 million which is due within two years.

Dividends

The ability of the Company to make dividend payments is subject to, amongst others, the terms of the indebtedness, local legal

restrictions and the ability to repatriate funds from the Company’s various operations.

NOTE 26 – RELATED PARTY TRANSACTIONS

Subsidiaries, joint-ventures and associates of Millicom Group

The Company conducts transactions with subsidiaries, joint-ventures and associates of the Millicom Group on regular commercial

terms and conditions. These transactions may include loans granted/received to/from group entities (notes 7, 12 and 13),

intercompany recharges in connection with delivery/reception of services (note 15 and note 17) and other operations.

NOTE 27 – AUDIT FEES

Art. 65 paragraph (1) 16º of the Law of December 19, 2002 on the register of commerce and companies and the accounting and

annual accounts of undertakings (the “law”) requires the disclosure of the independent auditor fees. In conformity with the law these

details have been omitted as the Company prepares consolidated accounts in which this information is disclosed and these

consolidated accounts and the related consolidated management report and auditors’ report thereon have been lodged with the

Luxembourg Trade Registry.

NOTE 28 – SUBSEQUENT EVENTS

Voluntary retirement plan in Colombia

On January 19, 2024, Tigo Colombia announced a voluntary retirement plan for its employees. As of the time of issuance of this

report, Millicom has incurred severance expenses related to this plan of approximately $17 million.

Tower sale

On January 24, 2024, Millicom announced that its subsidiary in Colombia has agreed to sell approximately 1,100 wireless

communications towers to affiliates of investment funds managed by KKR.

Millicom International Cellular S.A.

Notes to the annual accounts as at December 31, 2023 (Continued)

F-115

NOTE 28 – SUBSEQUENT EVENTS (continued)

Telefonica Costa Rica legal case

On February 13, 2024, the New York Supreme Court granted summary judgment in favor of a breach of contract claim filed by

Telefónica after Millicom terminated the acquisition of Telefónica’s Costa Rican business in 2020. The Court also ruled in favor of

Telefónica’s methodology for calculating pre-judgment interest. As of the time of the issuance of this report, the Court has not yet

determined the exact amount of damages, and a final judgment has not yet been entered. Millicom disagrees with the decision and

continues to believe that it has strong arguments in its favor. Millicom plans to file an appeal of the ruling.

Bond repurchase

Since January 1, 2024 up to the date of these consolidated financial statements, Millicom has continued to repurchase bonds in the

secondary markets for total amounts of $17 million of the 2031 USD 4.5% Senior notes, $64 million of the USD Comcel Senior notes

USD 5.125% and $27 million of the USD 4.500% Senior Notes in Panama.

Share repurchase program

As part of the share repurchase program Millicom has continued to repurchase shares in 2024, acquiring an additional 1,289,776

shares since the beginning of the year to March 7, 2024.

Mobile network combination in Colombia

On February 26, 2024, Tigo Colombia finalized its agreement with Telefonica's subsidiary in Colombia to create a jointly-owned

mobile infrastructure business, which will combine some of our mobile network infrastructure and spectrum assets in Colombia. On

February 26, 2024, Tigo Colombia received final approvals to operate the 5G spectrum purchased in the auction that occurred on

December 20, 2023 enabling Tigo Colombia to launch 5G services which are now available.

Millicom International Cellular S.A.

Notes to the annual accounts as at December 31, 2023 (Continued)

F-116


	PAGE
CEO STATEMENT	4
PRESENTATION OF FINANCIAL AND OTHER INFORMATION	5
FORWARD-LOOKING STATEMENTS	6
CONSOLIDATED MANAGEMENT REPORT
KEY INFORMATION
Risk Factors	8
Risk Management (including Cybersecurity)	35
INFORMATION ON THE COMPANY	38
History and Development of the Company	38
Business Overview	39
Organizational Structure and Subsidiaries	48
Unresolved Staff Comments	49
OPERATING AND FINANCIAL REVIEW AND PROSPECTS	50
Operating Results	50
Liquidity and Capital Resources	66
Trend Information	70
NON FINANCIAL INFORMATION	71
Stakeholders Engagement and Materiality Assessment	72
Environment	73
Society	75
Governance	80
ESG Performance Tables	81
Assurance Letter	88
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	91
Directors and Senior Management (including Share Ownership)	91
Compensation	91
Employees	92
FINANCIAL INFORMATION	93
Consolidated Statements and Other Financial Information	93
Significant Changes	94
THE OFFER AND LISTING	94
ADDITIONAL INFORMATION	94
Related Party Transactions	94
Exchange Controls	95
Taxation	95
Documents on Display	101
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT RISK	101
CONTROLS AND PROCEDURES	104
AUDIT AND COMPLIANCE COMMITTEE FINANCIAL EXPERT	105
CODE OF ETHICS	105