OFFERING MEMORANDUM NOT FOR GENERAL DISTRIBUTION IN THE UNITED STATES Millicom International Cellular S.A. $500,000,000 6.0% Senior Notes due 2025 Millicom International Cellular S.A., a public limited liability company (socie´te´ anonyme), with its registered office at 2, rue du Fort Bourbon, L-1249 Luxembourg, Luxembourg, and registered with the Luxembourg Trade and Companies Register under number B40630 (the “Issuer”) is offering $500,000,000 aggregate principal amount of its 6.0% Senior Notes due 2025 (the “Notes”). The Issuer will pay interest on the Notes semi-annually on each March 15 and September 15, commencing on September 15, 2015. The Notes will mature on March 15, 2025. The Issuer may redeem some or all of the Notes at any time prior to March 15, 2020 at a price equal to 100% of the principal amount of the Notes redeemed plus accrued and unpaid interest and additional amounts, if any, to the redemption date and a “make whole” premium and at any time on or after March 15, 2020 at the redemption prices set forth in this offering memorandum plus accrued and unpaid interest and additional amounts, if any, to the redemption date. In addition, at any time on or prior to March 15, 2018, up to 40% of the aggregate principal amount of the Notes may be redeemed with the net proceeds of certain equity offerings, including certain equity offerings of our subsidiaries, or from the sale of certain specified assets at a redemption price equal to 106% of the principal amount thereof plus accrued and unpaid interest and additional amounts, if any, to the redemption date if at least 60% of the originally issued aggregate principal amount of the Notes remains outstanding. During any 12-month period until March 15, 2020, up to 10% of the aggregate principal amount of the Notes may be redeemed on an annual basis at a redemption price equal to 103% of the principal amount thereof plus accrued and unpaid interest and additional amounts, if any, to the redemption date. All of the Notes may also be redeemed at 100% of their principal amount plus accrued interest to the redemption date upon the occurrence of certain changes in applicable tax law. Upon the occurrence of certain change of control events and a ratings decline, each holder of the Notes may require the Issuer to repurchase all or a portion of its Notes. The Notes will be senior obligations of the Issuer and will rank pari passu in right of payment with all of the Issuer’s existing and future indebtedness and senior in right of payment with all of the Issuer’s existing and future subordinated indebtedness. Application has been made to list the Notes on the Official List of the Luxembourg Stock Exchange and to admit the Notes for trading on the Euro MTF Market. This offering memorandum constitutes a prospectus for the purpose of the Luxembourg law dated July 10, 2005, on prospectuses for securities, as amended. Investing in the Notes involves a high degree of risk. You should consider carefully the risk factors beginning on page 23 of this offering memorandum before investing in the Notes. Price: 100% plus accrued interest, if any, from the issue date. The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction. Unless they are registered, the Notes may be offered and sold only in transactions that are exempt from registration under the Securities Act or the securities laws of any other jurisdiction. Accordingly, the Notes are being offered and sold only to qualified institutional buyers in accordance with Rule 144A under the Securities Act and to non-U.S. persons in accordance with Regulation S under the Securities Act. For further details about eligible offerees and resale restrictions, see “Transfer Restrictions.” We expect that the Notes will be delivered to investors in book-entry form through The Depository Trust Company, Euroclear and Clearstream on or about March 17, 2015. Interests in each global note will be exchangeable for the relevant definitive notes only in certain limited circumstances. See “Book-Entry, Delivery and Form.” Joint Bookrunning Managers BNP PARIBAS Citigroup Goldman Sachs International J.P. Morgan The date of this offering memorandum is March 17, 2015. Mobile, Cable and MFS operations Central America: South America: Africa: Total population: 287.6m Population: 34 million Population: 63.5 million Population: 190.1 million Guatemala 14.6m Honduras 8.6m Senegal 13.6m Chad 11.4m Ownership: 55.0% Ownership: 66.7% Ownership: 100% Ownership: 100% Market position: #1 of 3 Market position: #1 of 3 Market position: #2 of 4 Market position: #1 of 3 Customers: 8.4m Customers: 4.6m Customers: 3.0m Customers: 2.7m Operations: mobile, cable Operations: mobile, cable Operations: mobile Operations: mobile Rwanda 12.3m Average market share: 53% Average market share: 65% Average market share: 30% Average market share: 53% Ownership: 87.5% Market position: #2 of 4 Customers: 2.5m Operations: mobile Average market share:43%: 43% Costa Rica 4.7m Tanzania 49.6m El Salvador 6.1m Ownership: 100% Ownership: 100% Market position: #1 of 6 Market position: #2 of 7 Cable TV Ownership: 100% Customers: 8.2m Operations: cable Market position: #1 of 5 Operations: mobile Customers: 2.9m Average market share: 30% Operations: mobile, cable Average market share: 38% Bolivia 10.6m Ownership: 100% Market position: #2 of 3 Customers: 3.2m Operations: mobile, cable Average market share: 37% Democratic Republic Paraguay 6.7m Colombia 46.2m Ghana 25.8m of the Congo 77.4m Ownership: 100% Ownership: 50% + 1 voting share Ownership: 100% Ownership: 100% Market position: #1 of 4 Market position: #3 of 3 Market position: #3 of 6 Market position: #2 of 6 (KBC) Customers: 3.9m Customers: 8.0m Customers: 3.8m Customers: 5.1m Operations: mobile, cable Operations: mobile, cable Operations: mobile Operations: mobile Average market share: 57% Average market share: 16% Average market share: 18% Average market share: 31% Source: Millicom, CIA World Factbook Table of contents Important information about this Telecommunications regulations ....... 139 offering memorandum ............. ii Major shareholders and related party Industry, market and customer data .... vi transactions ....................... 148 Trademarks ......................... vii Management ....................... 154 Cautionary statement regarding Description of other indebtedness ..... 163 forward-looking statements ......... viii Description of the Notes .............. 174 Presentation of financial and other Book-entry, delivery and form ......... 215 information ....................... x Transfer restrictions .................. 220 Summary ........................... 1 Tax considerations ................... 224 The offering ........................ 13 ERISA considerations ................. 231 Historical financial information and Certain insolvency considerations ...... 233 operating information .............. 16 Plan of distribution .................. 237 Risk factors ......................... 23 Legal matters ....................... 241 Use of proceeds ..................... 43 Independent auditors ................ 242 Capitalization ....................... 44 Service of process and enforcement of Selected historical financial data ....... 45 judgments ........................ 243 Management’s discussion and analysis Listing and general information ....... 245 of financial condition and results of Glossary ............................ 248 operations ........................ 48 Principal differences between Our markets and our industry ......... 85 Colombian accounting principles and Our business ........................ 106 IFRS .............................. 253 Index of financial statements .......... F-1 i Important information about this offering memorandum The Issuer, having made all reasonable inquiries, confirms that the information contained in this offering memorandum with regard to us is true and accurate in all material respects, that the opinions and intentions expressed in this offering memorandum are honestly held, and that there are no other facts the omission of which would make this offering memorandum as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. We accept responsibility accordingly. You should rely only on the information contained in this offering memorandum. We have not, and BNP Paribas, Citigroup Global Markets Limited, Goldman Sachs International and J.P. Morgan Securities plc (the “Initial Purchasers”) have not, authorized any other person to provide you with information that is different. The information in this offering memorandum is accurate only as of the date on the front cover of this offering memorandum or otherwise as of the date specifically referred to in connection with the particular information. Our business, prospects, financial condition and results of operations may have changed since that date. Neither the delivery of this offering memorandum nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in our affairs since the date hereof or that the information contained herein is correct as of any time subsequent to its date. This offering memorandum summarizes certain material documents and other information, but references are made to the actual documents for complete information. All such summaries are qualified in their entirety by such