To the beneficial owners (or persons who intend to become beneficial owners), or authorized representatives acting on behalf of beneficial owners (or on behalf of persons who intend to become beneficial owners), of the notes listed in the table below (the “outstanding notes”):

Outstanding Notes
Issuer
CUSIP / ISIN / Common Code
6.625% Notes due 2026
Millicom International Cellular S.A.
600814AP20 / US600814AP20
(Rule 144A CUSIP / ISIN)
XS1894610119 / 189461011
(Reg. S ISIN / Common Code)

Millicom International Cellular S.A. (the “Company,” “we,” “us” or “our”) is offering to eligible holders (as defined below), upon the terms and subject to the conditions set forth in the offering memorandum dated September 8, 2021 (the “Offering Memorandum”), to exchange up to the Maximum Acceptance Amount (as defined below) of its outstanding 6.625% Notes due 2026 (the “Old Notes”) for its new notes described in the Offering Memorandum (the “New Notes”) and referred to below. The offer to exchange Old Notes for New Notes is referred to as the “Exchange Offer.”

If you are a beneficial owner (or intend to become a beneficial owner) of the Old Notes, or an authorized representative acting on behalf of such beneficial owner (or on behalf of a person who intends to become a beneficial owner), that is a Qualified Holder (as defined further below), please ecomplete the online form at https://sites.dfkingltd.com/millicom. If you are a beneficial owner (or a person who intends to become a beneficial owner) of outstanding notes that is not a Qualified Holder, please do not take any action at this time.

Note: The Old Notes trade with a “Pool Factor,” as defined below, which means the percentage of the $500,000,000 aggregate original principal amount of the Old Notes that remains outstanding after the impact of the Company’s optional redemption of $50 million in Old Notes in February 2021 (such redemption, the “Partial Redemption”), which equals 90%. References to the “original” principal amount of the Old Notes refer to the $500 million aggregate original principal amount of the Old Notes issued in October 2018, or portions thereof, without giving effect to the Partial Redemption or the Pool Factor. Holders wishing to tender their Old Notes must tender the original principal amount of Old Notes held by them, to which the Pool Factor, among other adjustments, will be applied in calculating the principal amount of New Notes that such tendering holder may receive as consideration, as described further below. 

CUSIP / ISIN / Common Code of Old Notes Coupon of
Old Notes
Maturity
Date of
Old Notes
Aggregate
Principal
Amount
Outstanding of Old Notes(1)(2)
Pool Factor (%) Maximum Acceptance Amount(3) Title of New
Notes to be Issued
Price of New Notes to be Issued per $1,000 Principal Amount of New Notes  Total Exchange
Price(4)(5) 
Exchange
Price(4)(6)
Total Exchange Ratio(7)(8) Exchange Ratio(8)(9)

600814AP20 /  US600814AP20  (Rule 144A CUSIP / ISIN)

XS1894610119/ 189461011 (Reg. S ISIN / Common Code)

6.625% October 15, 2026  $450,000,000  90%  $335,000,000  4.500% Senior Notes due 2031 $1,035.00 $1,053.75 $1,022.70 1.01812 0.98812

(1) As of September 7, 2021, holders of Old Notes held $500,000,000 in aggregate principal amount of Old Notes, prior to the application of the Pool Factor. In February 2021, the Company redeemed 10%, or $50 million, of the then-outstanding aggregate principal amount of the Old Notes, which amount was recorded by Euroclear, Clearstream and DTC as a prepayment of principal. In accordance with the procedures of Euroclear, Clearstream and DTC, book-entry positions of the Old Notes reflect the aggregate original issued principal amount and a pool factor of 90% (the “Pool Factor”). 

(2) The outstanding aggregate principal amount of the Old Notes is stated after giving effect to the application of the Pool Factor. 

(3) Our obligation to accept Old Notes validly tendered and not validly withdrawn is subject to a maximum aggregate original principal amount of Old Notes being sought in the Exchange Offer equal to the Maximum Acceptance Amount. If the aggregate original principal amount of all of the validly tendered and not validly withdrawn Old Notes exceeds the Maximum Acceptance Amount, then the Exchange Offer will be oversubscribed, and tenders of Old Notes will be subject to the proration and priority provisions as described herein. We reserve the right to increase the Maximum Acceptance Amount at our discretion. 

(4) Eligible holders will also receive accrued and unpaid interest on their Old Notes accepted for exchange from the last interest payment date up to but excluding the Early Exchange Date or the Final Exchange Date, as applicable (which dates are expected to be September 24, 2021 and October 8, 2021, respectively), less the accrued and unpaid interest on the New Notes from April 27, 2021 to the applicable Exchange Date.

(5) The Total Exchange Price for each $1,000 original principal amount of Old Notes (without giving effect to the Pool Factor) tendered and not validly withdrawn prior to the Early Participation Date. 

(6) The Exchange Price for each $1,000 original principal amount of Old Notes (without giving effect to the Pool Factor) tendered and not validly withdrawn after the Early Participation Date and prior to the Expiration Date will be the Total Exchange Price less the Early Participation Payment.

(7) The Total Exchange Ratio is equal to the Total Exchange Price, divided by $1,035 (the "Price of New Notes"). Such amount, multiplied by $1,000, and further multiplied by the Pool Factor, represents the principal amount of New Notes a holder will be eligible to receive for each $1,000 original principal amount of Old Notes validly tendered and accepted prior to the Early Participation Date. 

(8) The amount of New Notes to be issued to any holder will be issued in minimum denominations of $200,000 and integral multiples of $1,000 above such amount will be rounded down to the nearest U.S. $1,000. No tender of Old Notes will be accepted if it would result in the issuance of less than $200,000 principal amount of New Notes. Cash will be paid in lieu of any fractional entitlement of less than $1,000.00 in principal amount of New Notes that are not issued due to rounding.

(9) The Exchange Ratio is equal to the Exchange Price divided by the Price of New Notes. Such amount, multiplied by $1,000, and further multiplied by the Pool Factor, represents the principal amount of New Notes a holder will be eligible to receive for each $1,000 original principal amount of Old Notes validly tendered and accepted after the Early Participation Date.

For purposes of the attached Eligibility Certification, a “Qualified Holder” is a beneficial owner (or a person who intends to become a beneficial owner) that certifies that it is:

(1) either: 

(a) a “Qualified Institutional Buyer,” as that term is defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”); or 

(b) a person other than a “U.S. person,” as that term is defined in Regulation S under the Securities Act, and outside the United States; and 

(2) 

(a) if located or resident in any Member State of the European Economic Area, a person other than a “retail investor”; 

for these purposes, a retail investor means a person who is one (or more) of: 

(i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or 

(ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or 

(iii) not a “qualified investor” as defined in Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”); or 

(b) if located or resident in the United Kingdom, a person other than a “retail investor”; 

for these purposes, a retail investor means a person who is one (or more) of: 

(i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”); or 

(ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the “FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or 

(iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA (the “UK Prospectus Regulation”).

The definitions of “Qualified Institutional Buyer” and “U.S. person” are set forth in Annex A.

This notice is neither an offer nor a solicitation of an offer with respect to the outstanding notes or any other securities of the Company, nor does this notice or the attached certification create any obligation whatsoever on the part of Millicom International Cellular S.A. or any other person to make any offer to the recipient hereof if an offer is made.  

You may direct any questions to D.F. King at the following telephone numbers: in London +44 20 7920 9700, in New York +1 (212) 269-5550 (banks and brokers) or +1 (800) 431-9646 (U.S. toll-free), or via email to millicom@dfkingltd.com.

ANNEX A - DEFINITIONS

“Qualified Institutional Buyer” means:

(1) any of the following entities, acting for its own account or the accounts of other Qualified Institutional Buyers, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with the entity:

(a) any insurance company as defined in Section 2(a)(13) of the Securities Act (a purchase by an insurance company for one or more of its separate accounts, as defined by section 2(a)(37) of the Investment Company Act of 1940 (the “Investment Company Act”), which are neither registered under section 8 of the Investment Company Act nor required to be so registered, shall be deemed to be a purchase for the account of such insurance company);

(b) any investment company registered under the Investment Company Act or any business development company as defined in section 2(a)(48) of that Act;

(c) any small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958;

(d) any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees;

(e) any employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974;

(f) any trust fund whose trustee is a bank or trust company and whose participants are exclusively plans of the types identified in subparagraph (l)(d) or (e) above, except trust funds that include as participants individual retirement accounts or H.R. 10 plans;

(g) any business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”);

(h) any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation (other than a bank as defined in Section 3(a)(2) of the Securities Act or a savings and loan association or other institution referenced in Section 3(a)(5)(A) of the Securities Act or a foreign bank or savings and loan association or equivalent institution), partnership, or Massachusetts or similar business trust; and

(i) any investment adviser registered under the Investment Advisers Act;

(2) any dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934 (the “Exchange Act”), acting for its own account or the accounts of other Qualified Institutional Buyers, that in the aggregate owns and invests on a discretionary basis at least $10 million of securities of issuers that are not affiliated with the dealer, provided that securities constituting the whole or a part of an unsold allotment to or subscription by a dealer as a participant in a public offering shall not be deemed to be owned by such dealer;

(3) any dealer registered pursuant to Section 15 of the Exchange Act acting in a riskless principal transaction on behalf of a Qualified Institutional Buyer (a registered dealer may act as agent, on a non-discretionary basis, in a transaction with a Qualified Institutional Buyer without itself having to be a Qualified Institutional Buyer);

(4) any investment company registered under the Investment Company Act, acting for its own account or for the accounts of other Qualified Institutional Buyers, that is part of a family of investment companies which own in aggregate at least $100 million in securities of issuers, other than issuers that are affiliated with the investment company or are part of such family of investment companies; and “Family of investment companies” means any two or more investment companies registered under the Investment Company Act, except for a unit investment trust whose assets consist solely of shares of one or more registered investment companies, that have the same investment adviser (or, in the case of unit investment trusts, the same depositor), provided that:

(a) each series of a series company (as defined in Rule 18f-2 under the Investment Company Act) shall be deemed to be a separate investment company; and

(b) investment companies shall be deemed to have the same adviser (or depositor) if their advisers (or depositors) are majority-owned subsidiaries of the same parent, or if one investment company’s adviser (or depositor) is a majority-owned subsidiary of the other investment company’s adviser (or depositor);

(5) any entity, all of the equity owners of which are Qualified Institutional Buyers, acting for its own account or the accounts of other Qualified Institutional Buyers; and

(6) any bank as defined in Section 3(a)(2) of the Securities Act, any savings and loan association or other institution as referenced in Section 3(a)(5)(A) of the Securities Act, or any foreign bank or savings and loan association or equivalent institution, acting for its own account or the accounts of other Qualified Institutional Buyers, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with it and that has an audited net worth of at least $25 million as demonstrated in its latest annual financial statements, as of a date not more than 16 months preceding the date of sale under the rule in the case of a U.S. bank or savings and loan association, and not more than 18 months preceding such date of sale for a foreign bank or savings and loan association or equivalent institution.

For purposes of the foregoing definition:

(1) In determining the aggregate amount of securities owned and invested on a discretionary basis by an entity, the following instruments and interests shall be excluded: bank deposit notes and certificates of deposit; loan participations; repurchase agreements; securities owned but subject to a repurchase agreement; and currency, interest rate and commodity swaps.

(2) The aggregate value of securities owned and invested on a discretionary basis by an entity shall be the cost of such securities, except where the entity reports its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has been published. In the latter event, the securities may be valued at market for purposes of this section.

(3) In determining the aggregate amount of securities owned by an entity and invested on a discretionary basis, securities owned by subsidiaries of the entity that are consolidated with the entity in its financial statements prepared in accordance with generally accepted accounting principles may be included if the investments of such subsidiaries are managed under the direction of the entity, except that, unless the entity is a reporting company under Section 13 or 15(d) of the Exchange Act, securities owned by such subsidiaries may not be included if the entity itself is a majority-owned subsidiary that would be included in the consolidated financial statements of another enterprise.

(4) “Riskless principal transaction” means a transaction in which a dealer buys a security from any person and makes a simultaneous offsetting sale of such security to a Qualified Institutional Buyer, including another dealer acting as riskless principal for a Qualified Institutional Buyer.

* * * * * *

“U.S. person” means:

(1) any natural person resident in the United States;

(2) any partnership or corporation organized or incorporated under the laws of the United States;

(3) any estate of which any executor or administrator is a U.S. person;

(4) any trust of which any trustee is a U.S. person;

(5) any agency or branch of a foreign entity located in the United States;

(6) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;

(7) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and

(8) any partnership or corporation if:

(a) organized or incorporated under the laws of any foreign jurisdiction; and

(b) formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or trusts.

The following are not “U.S. persons”:

(1) any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States;

(2) any estate of which any professional fiduciary acting as executor or administrator is a U.S. person if:

(a) an executor or administrator of the estate who is not a U.S. person has sole or shared investment discretion with respect to the assets of the estate; and

(b) the estate is governed by foreign law;

(3) any trust of which any professional fiduciary acting as trustee is a U.S. person, if a trustee who is not a U.S. person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. person;

(4) an employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country;

(5) any agency or branch of a U.S. person located outside the United States if:

(a) the agency or branch operates for valid business reasons; and

(b) the agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located; and

(6) the International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension plans, and any other similar international organizations, their agencies, affiliates and pension plans.

For purposes of this definition of “U.S. Person”, “United States” means the United States of America, its territories and possessions, any State of the United States, and the District of Columbia.

Access is denied. You do not meet the required Eligibility status. Please contact D.F. King with the following details if you have any questions.