Annual report and accounts 2008

Notes contents

Notes to the consolidated financial statements
As of December 31, 2008, 2007 and 2006

26.Directors' and officers' remuneration

Directors

The remuneration of the members of the board of directors of the Company (the "Board") is comprised of an annual fee and share based compensation. Up until May 2006, the Directors were issued share options. Subsequent to May 2006, the Directors are issued restricted shares. The annual fee and the share based compensation grants are proposed by the Board and approved by the shareholders at the Annual General Meeting of Shareholders (the "AGM").

The remuneration charge for the Board for the years ended December 31, 2008, 2007 and 2006 was as follows:

• (i)See note 22.
• (ii)Restricted shares cannot be sold for one year from date of issue.

The number of shares and share options beneficially owned by the Board as at December 31, 2008 and 2007 was as follows:

• (i) The amount for Other members of the Board included 2,032,932 shares owned by the Stenbeck Family, of which 1,156,589 shares were held by The 1980 Stenbeck Trust.

Officers

The remuneration of the Officers of the Company (“Officers”) comprises of an annual base salary, an annual bonus, share based compensation, social security contributions, pension contributions and other benefits. The bonus and share based compensation plans are based on actual performance (including individual and Group performance). Up until May 2006, the Officers were issued share options. Subsequent to May 2006, the Officers were issued restricted shares. Share based compensation is granted once a year by the Compensation Committee of the Board. For 2006, the annual base salary and other benefits of the Chief Executive Officer (“CEO”) was proposed by the Compensation Committee and approved the Board and the annual base salary and other benefits of the Chief Operating Officer("COO") and Chief Financial Officer("CFO") were set by the CEO and approved by the Board.

The remuneration charge for the Officers for the year ended December 31, 2008, 2007 and 2006 was as follows:

• (i)See note 22.
• (ii) Share awards of 45,074, 22,812 and 18,226 were granted in 2008 under the 2008 LTIP to the CEO, COO and CFO. Share awards of 62,381, 25,434 and 16,189 were granted in 2007 under the 2007 LTIP to the CEO, COO and CFO. Share awards at target performance of 42,634, 16,409 and 10,952 were granted in 2007 under the 2006 LTIP to the CEO, COO and CFO. The maximum shares to be issued under the 2006 LTIP was 132% of these awards.
• (iii) $1 million of the 2007 bonus was settled in Millicom shares, by issuing 6,878 shares to the CEO, 2,609 shares to the COO and 1,713 shares to the CFO. $1 million of the 2006 bonus was settled in Millicom shares, by issuing 7,975 shares to the CEO, 3,390 shares to the COO and 2,235 shares to the CFO.
• (iv) Restricted shares cannot be sold for one year from date of issue.
• (v) Accrual for the 2006 Long Term Incentive Plan finalized in 2007.
• (vi) Includes the remuneration for 2008 of the former CFO, David Sach, and the actual CFO, Francois Xavier Roger, who took over the position from September 1, 2008.

The number of shares, share options and unvested share awards beneficially owned by the senior management as at December 31, 2008 and 2007 was as follows:

Severance payments

If employment of the CEO and the COO is terminated by Millicom, severance payment of up to 12-months salary is payable.