The Nomination Committee of Millicom International Cellular S.A.’s motivated opinion regarding its proposal for the Board of Directors at the 2014 Annual General Meeting Background In accordance with the resolution passed at the 2013 Annual General Meeting, a Nomination Committee was convened by Cristina Stenbeck in October 2013 to prepare the proposals for the 2014 Annual General Meeting. The Nomination Committee consists of representatives appointed by the largest shareholders in Millicom International Cellular S.A. (“Millicom”), who agreed to participate in the work of the Nomination Committee during the year. The Nomination Committee for the 2014 Annual General Meeting comprises Cristina Stenbeck appointed by Investment AB Kinnevik, Annika Andersson appointed by Swedbank Robur funds and Mathias Leijon appointed by Nordea Investment Funds. The three members of the Nomination Committee are appointed by shareholders that jointly represent approximately 45 percent of the votes in Millicom. The Nomination Committee’s proposal for election of the Board The Nomination Committee proposes the following Board composition for Millicom: • The Board shall consist of nine members. • The re-election of all current members of the Board, except Kim Ignatius, Omari Issa and Allen Sangines-Krause who have declined re-election. • The election of new Board members Tomas Eliasson, Dame Amelia Fawcett, Dominique Lafont and Cristina Stenbeck. • The election of Cristina Stenbeck as Chairman of the Board. The Nomination Committee’s proposal is thus that the following persons are elected to the Board of Millicom for a term of office until the end of the next Annual General Meeting: • Mia Brunell Livfors • Paul Donovan • Ariel Eckstein • Tomas Eliasson • Dame Amelia Fawcett • Lorenzo Grabau • Dominique Lafont • Alejandro Santo Domingo • Cristina Stenbeck The Nomination Committee’s explanatory statement regarding the proposal The Nomination Committee has held two formal meetings, with additional candidate interviews and committee contact between meetings. As the basis for its work, the Nomination Committee has had the benefit of a thorough formal evaluation of both the Board and the Chairman of the Board. In order to assess the degree to which the current Board fulfils the requirements placed on the Board, the Nomination Committee’s discussion has focused on the Board’s overall composition with respect to mix of skills, alignment of qualifications to strategic priorities for the business, and succession planning for the work on the Board and its Committees. The Nomination Committee identified and managed to attract four individuals who further enhance Board strength in the key areas for future development of Millicom. Tomas Eliasson Tomas Eliasson has been CFO of Electrolux since 2012. Electrolux is the world’s second-largest household appliance manufacturer with operations around the world, more than 60,000 employees, and a turnover exceeding $16 billion. Today as CFO, he is responsible for all accounting, business controlling, tax, treasury and corporate finance, investor relations, internal audit, mergers and acquisitions, and IT for Electrolux. The Nomination Committee is of the view that he will make an excellent Audit Committee Chairman leading the Board’s oversight of all other relevant internal and external financial reporting and disclosure for the business in partnership with Millicom’s CFO and fellow Board members. He brings relevant financial experience from acting as CFO for different listed Swedish companies, most recently as CFO and Executive Vice President of Assa Abloy during 2006-2012 and before that as CFO of Seco Tools. Prior to joining Seco Tools, he held various management positions within the ABB Group. He has been instrumental in establishing best practices at Electrolux with support from its Audit Committee, and as CFO he has driven a number of important and effective processes and procedures within the areas of Swedish corporate governance and global finance functions, as well as helping create and implement capital allocation frameworks that will be useful in both Audit Committee and full Board discussions at Millicom. Dame Amelia Fawcett Dame Amelia Fawcett brings more than 20 years of financial services experience from her time as Vice Chairman and Chief Operating Officer for the European operations of Morgan Stanley. She is accustomed to leading fast-paced businesses facing a changing competitive landscape, whether it is within financial services or media and technology. As Deputy Chairman of Kinnevik, Millicom’s largest single shareholder, she is also familiar with the Swedish listed company environment and capital markets. She has worked within both established businesses and younger entrepreneurial companies to develop and implement best practices across disciplines including risk assessment, financial discipline and capital allocation. She is a believer in the potential of mobile financial services and continues to see the value in creating services that bring consumer connectivity and convenience across media and entertainment, e-commerce, financial services and communications. Dame Amelia has been Director of the Board of Investment AB Kinnevik since 2011, and she was appointed Deputy Chairman in 2013. She is Chairman of the Hedge Funds Standards Board since 2011, a Non-Executive Director of State Street Corporation in Boston, USA since 2006 and Chairman of their Risk and Capital Committee since 2010, and a Non-Executive Member of the Board of the UK Treasury since 2012. She is a Governor of the London Business School, Chairman of The Prince of Wales’ Charitable Foundation, a Commissioner of the US-UK Fulbright Commission and a Trustee of Project Hope (UK). She held various managerial positions within Morgan Stanley 1987-2006 and was Vice Chairman and Chief Operating Officer of the European operations 2002-2006. She was a Non-Executive Director of Guardian Media Group 2007-2013, and Chairman 2009-2013. Dominique Lafont Dominique Lafont has operated extensively across more than 45 countries in Africa over the last decade. He has built Bolloré Africa Logistics into a leading business, developing innovative solutions and a new brand within the sector of logistics and infrastructure in Africa, and more recently in Asia and Latin America. He brings a unique combination of financial expertise from his time serving as Chief Financial Director for Africa, as well as strong roots in audit and accounting, and most recently a vision for building inland logistics and infrastructure-related activities like ports, dry ports and railways. He leads all business development activities across Bollore’s current logistics network, such as communication subsidiaries on behalf of Havas, one of the major international media groups in Europe, and initiatives related to electrical battery and alternative energy within the Bollore Group. The Nomination Committee believes that Millicom will benefit from his deep technical, operational and strategic experience from building a pan-African multi-sector presence, while gaining traction and market share also in Latin America. Dominique has been President and Chief Executive Officer of Bolloré Africa Logistics since 2006, and has held various positions in the Bolloré Group since 1999, including Group Financial Director for Africa and Managing Director for the Group’s activities in English-speaking Africa. He began his professional career with the Arthur Andersen audit firm, and in 1995 he was appointed Director of Industrial Participations of the Rivaud Group, before joining the Bolloré Group following its friendly takeover of the Rivaud Group in 1997. He is Chairman of MEDEF’s East African Committee and is a Co-Chairman of the Montaigne Institute’s think tank dedicated to African Affairs. Cristina Stenbeck Cristina Stenbeck brings in-depth experience from major technological transformations in three different continents and has successfully managed to re-position Kinnevik to take advantage of disruptive technological trends, as well as navigating Kinnevik and its established core holdings and younger growth businesses through periods of rapid growth and changing regulatory environment. This will bring invaluable expertise to Millicom in its current transition phase moving from a pure telecom operator to become a digital lifestyle company with more emphasis on cable and OTT services. She has an extensive network in Africa and Latin America and has been instrumental in establishing new partnerships and assessing business development opportunities in adjacent growth sectors as well as new markets for both Millicom and other Kinnevik portfolio companies. She is familiar with the strategic opportunities and challenges facing Millicom today, and has played a supportive role in its continued evolution into a digital lifestyle company. She will also bring institutional memory and continuity to the Board through her direct and indirect involvement in Millicom over the last 15 years. Cristina is the Executive Chairman of Investment AB Kinnevik. She began her career within the Kinnevik group in 1997 when she joined the Board of Invik & Co, its financial services company. She became Deputy Chairman of Investment AB Kinnevik in 2003 and Chairman in 2007. In addition to leading Kinnevik, she is also Chairman of the Supervisory Board of Zalando, the leading European fashion and accessories e-commerce company as well as Advisory Board member of Rocket Internet. Over the last several years, she has also served