Millicom International Cellular
Annual Report 2023

Plain-text annual report

Annual Report 2023 Millicom International Cellular S.A. 2, Rue du Fort Bourbon, L-1249 Luxembourg, R.C.S. Luxembourg: B 40630 1 TABLE OF CONTENTS CEO STATEMENT PRESENTATION OF FINANCIAL AND OTHER INFORMATION FORWARD-LOOKING STATEMENTS CONSOLIDATED MANAGEMENT REPORT KEY INFORMATION Risk Factors Risk Management (including Cybersecurity) INFORMATION ON THE COMPANY History and Development of the Company Business Overview Organizational Structure and Subsidiaries Unresolved Staff Comments OPERATING AND FINANCIAL REVIEW AND PROSPECTS Operating Results Liquidity and Capital Resources Trend Information NON FINANCIAL INFORMATION Stakeholders Engagement and Materiality Assessment Environment Society Governance ESG Performance Tables Assurance Letter DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES Directors and Senior Management (including Share Ownership) Compensation Employees FINANCIAL INFORMATION Consolidated Statements and Other Financial Information Significant Changes THE OFFER AND LISTING ADDITIONAL INFORMATION Related Party Transactions Exchange Controls Taxation Documents on Display QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT RISK CONTROLS AND PROCEDURES AUDIT AND COMPLIANCE COMMITTEE FINANCIAL EXPERT CODE OF ETHICS 2 PAGE 4 5 6 8 35 38 38 39 48 49 50 50 66 70 71 72 73 75 80 81 88 91 91 91 92 93 93 94 94 94 94 95 95 101 101 104 105 105 CORPORATE GOVERNANCE Corporate Governance Statement and Framework Shareholders and Representation of Shareholders (Including Major Shareholders and Nomination Committee) Board Governance Board Profile: Skills and Experience Board Program Board Committees I. Audit and Compliance Committee II. Compensation and Talent Committee Millicom CEO and Executive Team PRINCIPAL ACCOUNTANT FEES AND SERVICES PURCHASES OF EQUITY SECURITIES DIRECTOR'S FINANCIAL AND OPERATING REPORT MANAGEMENT RESPONSIBILITY STATEMENT CONSOLIDATED FINANCIAL STATEMENTS ANNUAL ACCOUNTS (Luxembourg GAAP) 105 105 108 112 116 119 121 122 126 140 142 142 144 146 F-1 F-89 3 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 4 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. 5 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; 6 • • • • • • • • • • 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.” 7 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; 8 • • • • • • • • 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. 2. 3. 4. Risks related to the telecommunications, cable and MFS industries Risks related to Millicom’s business in the markets in which it operates Risks related to Millicom’s size, structure and leadership 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 9 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. 10 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 11 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 12 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. 13 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 14 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 15 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. 16 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- 17 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 18 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. 19 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 20 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 21 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, 22 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 23 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. 24 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 25 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. 26 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. 27 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 28 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 29 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. 30 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. 31 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: 32 (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; 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 (ii) 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 33 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) 34 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. 35 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 36 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"). 37 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. 38 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. 39 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. 40 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: 41 Colombia, 23%Guatemala, 28%Paraguay, 10%Bolivia, 11%El Salvador, 9%Panama, 13%Nicaragua, 4%Costa Rica, 3%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 42 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 43 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 44 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. 45 The table below summarizes our most important current mobile spectrum holdings by country: Country Spectrum Blocks Bolivia Bolivia Bolivia Bolivia Bolivia Colombia Colombia Colombia Colombia Colombia* El Salvador El Salvador El Salvador El Salvador Guatemala Guatemala** Guatemala Guatemala** Guatemala Guatemala Guatemala Honduras Honduras Nicaragua Nicaragua Nicaragua Nicaragua Panama Panama Panama Panama Paraguay Paraguay Paraguay Paraguay 700MHz 850MHz AWS 1900MHz 27GHz 700MHz AWS 1900MHz 1900MHz 3500MHz 850MHz AWS 1900MHz 1900MHz 850MHz 700MHz 700MHz 2600MHz 2600MHz 3500MHz 3500MHz 850MHz AWS 700MHz 850MHz 1900MHz AWS 700MHz 850MHz 1900MHz AWS 850MHz 700MHz AWS 1900MHz 2x12MHz 2x12.5MHz 2x15MHz 2x10MHz 575Mhz 2x20MHz 2x15MHz 2x5MHz 2x20MHz 2x40MHz 2x12.5MHz 2x25MHz 2x5MHz 2x5MHz 2x24MHz 2x15MHz 2x10MHz 2x45MHz 1x50MHz 1x75MHz 1x50MHz 2x25MHz 2x20MHz 2x20MHz 2x12.5MHz 2x30MHz 2x20MHz 2x10MHz 2x12.5MHz 2x10MHz 2x20MHz 2x12.5MHz 2x15MHz 2x15Mz 2x15MHz Expiration date 2028 2030 2028 2028 2031 2040 2024 2029 2043 2044 2038 2040 2041 2028 2032 - 2035 2033 - 2035 2043 2026-2032-2043 2032 2033 2033 2028 2028 2033 2033 2033 2033 2036 2036 2036 2036 2026 2024 2026 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. 46 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. 47 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: 48 Activity Ownership Interest* (%) 50-1 share Entity Colombia Móvil S.A. E.S.P. Comunicaciones Celulares S.A. Country Colombia Guatemala Distribuidora de Comunicaciones de Occidente, S.A. Guatemala Mobile Mobile Mobile Grupo de Comunicaciones Digitales, S.A. (formerly Telefonica Moviles Panama, S.A.) Panama Mobile Lati International S.A. (i) Millicom Cable Costa Rica S.A. Millicom Holding B.V. Luxembourg Holding Company ('Lati business') Costa Rica Cable, DTH Netherlands Holding Company Millicom International Operations B.V. Netherlands Holding Company Millicom International Services LLC USA Services Company MIC Latin America B.V. Millicom LIH S.A. Netherlands Holding Company Luxembourg Holding Company Millicom International Operations S.A. Luxembourg Holding Company Millicom Spain S.L. Spain Holding Company Millicom Telecommunications S.A. (ii) Luxembourg Holding Company ('MFS business') Navega.com S.A. Guatemala Cable, DTH Servicios Especializados en Telecomunicaciones, S.A. Guatemala Mobile Servicios Innovadores de Comunicacion y Entretenimiento, S.A. Guatemala Mobile Servicios y Productos Multimedios S.A. Paraguay Pay-TV, Internet Telecomunicaciones Digitales, S.A. (formerly Cable Onda S.A.) Telefonica Celular de Bolivia S.A. Panama Bolivia Cable, Pay-TV, Internet, DTH, Fixed-line Mobile, DTH, Cable Telefonia Celular de Nicaragua S.A. Nicaragua Mobile, Cable, Internet, Fixed-line Telefonica Celular del Paraguay S.A. Paraguay Mobile, Cable, Pay-TV Telemovil El Salvador S.A. de C.V. El Salvador Mobile, Cable, DTH 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 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. 49 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 50 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. 51 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 Mobile Customers Mobile customer ARPU (in U.S. dollars) Group - Mobile ARPU Reconciliation Mobile service revenue ($m) Mobile service revenue ($m) from non-Tigo customers ($m) * Mobile service revenue ($m) from Tigo customers (A) Mobile customers - end of period (000) Mobile customers - average (000) (B) ** Mobile ARPU (USD/Month) (A/B/number of months) As of December 31, 2021 2022 2023 (in thousands, except where noted) 40,665 40,576 39,802 $ 6.0 $ 6.1 $ 6.3 As of December 31, 2022 2021(i) 2,957 (43) 2,914 40,576 40,041 6.1 2,933 (30) 2,903 39,802 38,393 6.3 2023 2,993 (51) 2,942 40,665 40,635 6.0 (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. 52 Mobile customers by country in our Group Bolivia Colombia El Salvador Guatemala Nicaragua Panama Paraguay 2023 As of December 31, 2022 (in thousands) 2021 3,875 11,632 2,966 11,715 3,710 2,642 4,124 3,687 11,511 3,026 11,793 3,860 2,441 4,258 4,119 11,271 2,919 11,754 3,757 2,095 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 Total homes passed Total customer relationships (i) HFC / FTTH homes passed HFC / FTTH customer relationships HFC / FTTH RGUs HFC / FTTH broadband internet RGUs Home ARPU (in U.S. dollars) As of December 31, 2023 2022 2021 (in thousands, except where noted) 13,348 4,435 13,112 3,868 8,619 3,602 12,905 4,811 12,632 4,139 8,708 3,778 $ 27.1 $ 26.6 $ 12,083 4,704 11,810 3,988 8,360 3,637 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 Home service revenue ($m) Home service revenue ($m) from non-Tigo customers ($m) * Home service revenue ($m) from Tigo customers (A) Customer Relationships - end of period (000) ** Customer Relationships - average (000) (B) *** Home ARPU (USD/Month) (A/B/number of months) As of December 31, 2022 1,555 (33) 1,522 4,811 4,765 26.6 2023 1,537 (28) 1,510 4,435 4,647 27.1 2021 1,590 (29) 1,561 4,704 4,575 28.4 Beginning in 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. 53 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: Revenue Equipment, programming and other direct costs Operating expenses Depreciation Amortization Share of profit in joint ventures Other operating income (expenses), net Operating profit Interest and other financial expenses Interest and other financial income Other non-operating (expenses) income, net Loss from other joint ventures and associates, net Profit (loss) before taxes from continuing operations Tax expense Profit (loss) from continuing operations Profit (loss) from discontinued operations, net of tax Net profit (loss) for the year The following table sets forth group revenue opened by: Year ended December 31, 2023 2022 Percentage Change (U.S. dollars in millions, except percentages) 5,661 (1,507) (2,043) (978) (360) 42 10 826 (712) 28 36 (3) 175 (424) (249) 4 (245) 5,624 (1,506) (1,890) (999) (345) 32 (2) 915 (617) 18 (78) — 238 (222) 16 113 129 0.7 % (0.1) % (8.1) % 2.1 % (4.5) % 30.6 % NM (9.8) % (15.5) % 58.0 % NM NM (26.4) % (90.8) % NM (96.3) % NM 54 Year ended December 31, 2023 2022 Percentage Change Group Group Group (U.S. dollars in millions, except percentages) Mobile revenue ....................................................... Fixed and other service revenue ............................ Other revenue ......................................................... 2,993 2,192 65 Service revenue(i) ................................................. 5,250 Telephone and equipment revenue ...................... 411 Revenue ................................................................. 5,661 2,957 2,145 69 5,171 454 5,624 1.2% 2.2% (4.8)% 1.5% (9.5)% 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. 55 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. 56 Revenue by Reportable Segments Year ended December 31 2023 2022 (U.S. dollars in millions, except percentages) Percentage Change Guatemala .......................................................................................................... Colombia ............................................................................................................ Panama ............................................................................................................... Bolivia ................................................................................................................. Honduras (i) ........................................................................................................ Paraguay ............................................................................................................. Other reportable segments ............................................................................... Inter-segment and other eliminations (i) .......................................................... Total Group ....................................................................................................... 1,564 1,313 719 613 612 568 902 (631) 5,661 1,618 1,335 651 621 586 556 861 (3.3)% (1.6)% 10.4% (1.4)% 4.3% 2.1% 4.8% (605) (4.2)% 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 2023 2022 Percentage Change (U.S. dollars in millions, except percentages) Guatemala ................................................................................................ Colombia .................................................................................................. Panama .................................................................................................... Bolivia ....................................................................................................... Honduras (i).............................................................................................. Paraguay .................................................................................................. Other reportable segments ..................................................................... 807 420 296 224 272 236 352 857 404 298 242 262 245 330 (5.8)% 4.1% (0.7)% (7.3)% 4.0% (3.4)% 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; 57 • • • 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: Revenue ................................................................................................. Equipment, programming and other direct costs ............................... Operating expenses .............................................................................. Depreciation .......................................................................................... Amortization .......................................................................................... Share of profit in joint ventures ............................................................ Other operating income (expenses), net .............................................. Operating profit .................................................................................. Interest and other financial expenses ................................................... Interest and other financial income ...................................................... Revaluation of previously held interest ................................................ Other non-operating (expenses) income, net ...................................... Profit (loss) from other joint ventures and associates, net .................. Profit before taxes from continuing operations .................................. Tax expense ........................................................................................... Profit from continuing operations .................................................... Profit (loss) from discontinued operations, net of tax ......................... Net profit for the year ......................................................................... Year ended December 31 2022(ii) 2021 (i) Percentage Change (U.S. dollars in millions, except percentages) 5,624 (1,506) (1,890) (999) (345) 32 (2) 915 (617) 18 — (78) — 238 (222) 16 113 129 4,261 (1,197) (1,546) (804) (310) 210 5 619 (495) 23 670 (49) (40) 728 (158) 570 (28) 542 32.0% (25.8)% (22.3)% (24.3)% (11.4)% (84.6)% NM 47.9% (24.6)% (23.0)% NM (57.2)% 98.8% (67.3)% (41.1)% (97.2)% NM (76.2)% Re-presented for discontinued operations (see note A.4. to our audited consolidated financial statements). (i) (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. 58 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 ....................................................... Fixed and other service revenue ............................ Other revenue ......................................................... 2,957 2,145 69 Service revenue(i) ................................................. 5,171 Telephone and equipment revenue ...................... 454 Revenue ................................................................. 5,624 2,000 1,938 60 3,997 263 4,261 47.9% 10.7% 15.3% 29.4% 72.3% 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 59 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 60 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, 2022 2021 (U.S. dollars in millions, except percentages) Percentage Change Guatemala .......................................................................................................... Colombia ............................................................................................................ Panama ............................................................................................................... Bolivia ................................................................................................................. Honduras (i) ........................................................................................................ Paraguay ............................................................................................................. Other reportable segments ............................................................................... Inter-segment and other eliminations (i) .......................................................... Total Group ....................................................................................................... 1,618 1,335 651 621 586 556 861 (605) 5,624 1,601 1,414 633 623 589 555 827 (1,982) 4,261 1.1% (5.5)% 2.9% (0.4)% (0.5)% 0.2% 4.1% 69.5% 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 2022 2021 Percentage Change (U.S. dollars in millions, except percentages) Guatemala ....................................................................................................... Colombia ......................................................................................................... Panama ........................................................................................................... Bolivia .............................................................................................................. Honduras (i)..................................................................................................... Paraguay ......................................................................................................... Other reportable segments ............................................................................ 857 404 298 242 262 245 330 857 441 281 249 259 242 310 —% (8.4)% 6.2% (3.0)% 1.1% 1.0% 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%. 61 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 Group: Service revenue ...................................................................................... Telephone and equipment revenue ...................................................... Revenue .................................................................................................. Revenue growth ..................................................................................... Revenue organic growth(2) ..................................................................... Service revenue growth ......................................................................... Service revenue organic growth(2) ......................................................... Net cash provided by operating activities ............................................. Net cash used in investing activities ...................................................... Net cash used in financing activities ...................................................... Operating free cash flow(1) Free cash flow(1) Equity free cash flow(1) Equity free cash flow excluding Africa and Lati taxes(1) ...................................................................................... ............................................................................ ..................................................................... ........................ Year ended December 31, 2023 2022 (U.S. dollars in millions, except percentages) 5,250 411 5,661 0.7% 1.5% 1.5% 2.3% 1,223 (1,116) (377) 645 (121) (34) (18) 5,171 454 5,624 32.0% 3.3% 29.4% 3.5% 1,284 (1,104) (1) 765 77 161 171 (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: 62 Net cash provided by operating activities Purchase of property, plant and equipment Proceeds from sale of property, plant and equipment Purchase of other intangible assets Purchase of spectrum and licenses Finance charges paid, net Operating free cash flow Interest (paid), net Lease capital repayments Free cash flow Repatriation from joint ventures Advances and dividends paid to non-controlling interests Equity free cash flow Less: Equity free cash flow - Africa Less: Lati carve-out taxes (i) Equity free cash flow - ex. Africa and Lati taxes (i) Taxes related to the Lati carve-out transaction. (2) Revenue and Service Revenue Organic Growth Year ended December 31, 2023 2022 (U.S. dollars in millions) 1,223 (814) 17 (133) (236) 589 645 (589) (177) (121) 86 — (34) — (17) (18) 1,284 (800) 21 (179) (93) 530 765 (530) (157) 77 88 (4) 161 (10) — 171 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: Current period Prior year period Reported Growth Change in perimeter impact(i) Foreign exchange impact and other (ii) Organic Growth Revenue Service Revenue As of and for the year ended December 31, 2023 2022 2023 2022 (U.S. dollars in millions, except percentages) 5,661 5,624 0.7% —% 0.8% 1.5% 5,624 4,261 32.0% (32.2)% 3.5% 3.3% 5,250 5,171 1.5% —% 0.7% 2.3% 5,171 3,997 29.4% (29.4)% 3.5% 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. 63 (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. 64 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. 65 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 ............................................................................................ Joint ventures ........................................................................................ Total ....................................................................................................... 566 86 652 1,565 85 1,651 556 49 605 (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. 66 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. 67 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 ....................................... Additions to licenses and other intangibles ......................................... Total consolidated additions ................................................................ 693 522 1,215 823 345 1,167 787 164 951 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 $495 million, respectively. The following table sets forth our consolidated debt and financing by entity or operational entity location for the periods indicated: 68 MIC S.A. (Luxembourg) .......................................................................... Latin America: Guatemala .............................................................................................. Colombia ................................................................................................ Paraguay ................................................................................................ Bolivia ..................................................................................................... El Salvador ............................................................................................. Costa Rica ............................................................................................... Nicaragua ............................................................................................... Panama .................................................................................................. Africa: Tanzania (i) ............................................................................................. Total debt and financing .................................................................... (i) Divested upon the completion of the sale of our operations in Tanzania. December 31, 2023 2022 2021 (US$ millions) 2,388 2,573 4,020 1,463 1,465 713 665 246 174 142 148 759 605 678 260 173 128 147 773 605 802 751 310 100 121 — 846 — 6,697 — 6,804 188 7,744 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 $34 million, respectively. The following table sets forth the debt and financing of the Honduras joint venture for the periods indicated: Honduras ............................................................................................... 422 357 340 December 31, 2023 2022 2021 (US$ millions) 69 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 $6 million pledged deposits for these debts and financings as of December 31, 2023. The table below details the maximum exposure under these guarantees and their remaining terms, as of December 31, 2023. Theoretical maximum exposure 505 15 322 169 Total Less than 1 year 1-3 years 3-5 years (US$ millions) 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." 70 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. 71 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. 72 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 73 ◦ 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. 74 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. 75 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 Colombia Costa Rica El Salvador Guatemala Centrally-managed activities Honduras Nicaragua Panama Paraguay Total 2,020 Under 30 years 3,389 30-50 years 425 Over 50 years 650 Total 24 % 68 % 8 % 100 % Employee Breakdown by Type of Worker December 2023 - In % Fixed Term / Temporary Permanent 5 % 95 % 100 % 2,632 1,066 785 394 1,619 Total 3,547 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. 76 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 77 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. 78 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 79 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 80 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 81 Environment Topic Our Goals Target Develop and implement a comprehensive strategy for climate change mitigation and resilience that covers Tigo operations and our wider value chain. e t a m i l C d n a y g r e n E e g n a h C Reduce absolute Scope 1 and 2 GHG emissions by 50% by 2030 from a 2020 base year. Target Year What We Did in 2023 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). 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. d n a e t s a W - e y Manage and measure m waste streams, o including the reuse and n o recycling of consumer c E devices. r a l u c r i C Reach an end-to-end recovery rate of 76% of Consumer Premise Equipment* ("CPE") by 2024. *Excludes obsolete equipment that cannot be reinserted. Society Topic Our Goals Target 1) Reach 400,000 women trained through our digital inclusion program by 2023 . 2) Reach more than 84,000 teachers trained in 2023. 2024 We surpassed our target with an end-to-end recovery rate of 84% (target for2023 was 75%). Target Year 2023 What We Did in 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. Our Performance/ Status In progress In progress Completed Our Performance/ Status 1) Completed. 2) Completed. Implement regional strategy to advance digital literacy with educational programs on basic and advanced digital knowledge and entrepreneurial skills. 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. Expand Child Online Protection (COP) training through our employee volunteering program by creating an online training platform for all Tigo operations. Continue our COP education program to reach more children, adolescents, parents, teachers and caregivers. n o i t a c u d E l a t i g D i 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. 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. 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. d n a y t i u q E , y t i s r e v i D n o i s u l c n I Build an inclusive work environment that is representative of our workforce, the markets where we operate and the customers who we serve. 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. 2030 38% of women in managerial positions and 41% of women across our employee base In progress. 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. 82 n i a h C y l p p u S Enhance due diligence processes by including sustainable procurement criteria for global strategic suppliers. Enhance due diligence processes by including sustainable procurement criteria for global strategic suppliers. Extend related training to procurement team. Train all suppliers with Group spend >$1.0m by 2023, and measure their progress on corrective action plans through sustainable procurement platform and audits. Vet all global strategic suppliers through our sustainable procurement platform. Ensure that 100% of global strategic suppliers obtain sustainability assessment scores of 45 or greater by 2023. Train 100% of procurement staff in responsible supply chain management issues related to our core risks. Train all suppliers with Group spend >$1.0m by 2023, and measure their progress on corrective action plans through sustainable procurement platform and audits. i s Consolidate and enhance human rights policies and t h g R practices covering privacy, freedom of expression, supply chain and vulnerable groups to meet standards of United Nations Guiding Principles on Business and Human Rights. l a t n e m a d n u F 2023 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. 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. 2023 96% of our procurement teams have been trained on responsible supply chain management. In progress. 2023 We have continued to extend the training through our supplier online learning platform. 92% of eligible suppliers received training. In progress. 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. 83 Governance Topic Our Goals Target Target Year What We Did in 2023 Our Performance /Status 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. e c n a i l p m o C 100% of GMs and executive teams with compliance KPI built into remuneration package by 2020. 100% of the above group plus their direct reports with compliance KPI built into remuneration package by 2021. 95% of Compliance & Ethics training for active employees yearly. Respond within three business days to all Ethics Line allegations submitted through hotline. Provide corrective action recommendations for each Ethics Line case substantiated through the investigation process. 2023 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. Our Performance About Our ESG Metrics Annual 100% of GMs and GM-1 have compliance KPIs built Completed. 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. Annual Annual 100% of employees completed the annual mandatory training on Code of Conduct. Completed. Annual On average, we responded within three business Completed. days to each Ethics Line allegation submitted through hotline. Annual We provided corrective action recommendations for each substantiated Ethics Line case. Each corrective action was tracked through completion. Completed. Where a concern or allegation is substantiated, investigation findings and recommendations for corrective action are provided to the appropriate review committee. 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. 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 Total weight of e-waste for recycling through our responsible e-waste management program (tonnes) 2021 2022 2023 3,285 5,044 7,274 The increase in 2023 relates principally to the migration project for copper dismantling in Colombia. 84 Energy use KPI Base station and fixed network sites Energy from fuel (MWh) Grid electricity (MWh) Our fleet Energy from fuel (MWh) Data centers and offices Energy from fuel (MWh) Grid electricity (MWh) Shops Energy from fuel (MWh) Grid electricity (MWh) Total energy consumption (MWh) Grid electricity (MWh) Energy from fuel (MWh) Total energy consumption (MWh) (*) Out of which energy from renewable sources (MWh) Scope 1 emissions (Tonnes of CO2e) Scope 2 emissions (Tonnes of CO2e) Scope 3 emissions (Tonnes of CO2e) Energy from fuel is only fossil source energy consumption. (*) For 2023, it includes 2,747MwH, generated by Solar Panels/ EaaS model. 2021 2022 2023 46,590 514,684 50,046 532,301 58,668 547,002 52,017 45,803 40,007 2,281 118,679 2,350 131,975 2,306 131,215 105 13,304 646,667 100,993 747,660 18,772 33,161 146,525 2,202,250 109 14,401 678,677 98,308 776,985 28,208 31,942 139,242 72 14,004 692,221 101,053 796,021 62,615 30,524 146,673 1,582,304 1,386,091 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 KPI % of women in managerial positions % of women across our employee base Year ended December 31, 2021 2022 2023 39 % 41 % 40 % 42 % 38 % 41 % 85 Supply Chain KPI % of all suppliers who have signed the supplier code % of procurement teams trained on responsible supply chain management % of suppliers with Group spend >$1.0m trained on Millicom's ESG strategy and requirements 2021 2022 2023 70 % 92 % 78 % 67 % 91 % 79 % 67 % 96 % 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 $1M is reported on a calendar year basis excluding related parties, competitors, utilities and government entities. Suppliers with an identified ESG robust program (Ecovadis score of 45 and above) are considered trained and included in the above figure. Health and Safety KPI Number of employee fatalities Number of contractor fatalities Number of lost time accidents for Millicom employees Lost-time injury rate per 1,000 employees Absentee rate (%) 2021 2022 2023 0 2 41 0.83 0 8 55 2.76 0 6 57 2.99 1.97 % 2.04 % 1.40 % 2021 HSE data includes our prior Tanzania operation. Apprentices (students hosted due to government programs, work experience students on contracts of less than a year, unpaid interns etc.) are excluded from employee metrics. For details on the number of contractor fatalities and measures put in place, see section starting on page 75. A lost time accident as shown above occurs when an employee takes one or more days of lost time due to injury. As from 2022, lost-time injury rate is capturing all accidents that resulted in at least one day or more of lost-work time. For 2021, lost-time injury rate only captured incidents that involved 3 or more days of lost work. The absentee rate is the number of days of unplanned absences versus the average number of workdays in the reporting period, expressed as a percentage. Digital Education KPI Women trained in digital inclusion programs ("Conectadas") Teachers trained through Maestr@s Conectad@s program 2021 2022 2023 158,881 112,737 171,059 102,472 170,413 107,662 As of December 31, 2023, we exceeded our COP training targets (see corresponding public commitment above). As of December 31, 2023, 100% of our countries of operation (including Honduras) have systems in place blocking child sexual content (see corresponding public commitment above). Digital Inclusion & Social Investment KPI Monetary value of employee volunteering ($) Volunteering hours 2021 2022 2023 (*) 138,174 228,464 389,952 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 Total number of law enforcement requests Number of major events 2021 2022 2023 53,420 71,572 79,939 Year ended December 31, 2021 2022 2023 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. 86 Governance Ethics KPI % of employees who acknowledged the Code of Conduct % of employees who have completed the Code of Conduct training % of operations (where) we conducted a compliance risk assessment Year ended December 31, 2021 99% 99% 100% 2022 99% 99% 100% 2023 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. 87 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. Wave 1 (October 1, 2022 to September 30, 2023) Wave 2 (Calendar year - January 1, 2023 to December 31, 2023) Topic Indicator Total energy consumption from renewable resources (MWh) Total energy consumption (MWh) Scope 1 emissions (Tonnes of CO2e) Environment 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] 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) Society (Fundamental Rights) Number of employee fatalities Number of contractor fatalities Number of lost time accidents for Millicom employees Lost-time injury rate per 1,000 employees 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”). 88 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). 89 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 90 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. 91 Name of Director 2023 2022 Cash- based fee Share- based fee (i) Total Cash- based fee Share- based fee (i) Total 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 Ms. Maria Teresa Arnal (since May 2023) Mr. Bruce Churchill Mr. Tomas Eliasson Mr. Michael Golan (since May 2023) (iii) Mr. Nicolas Jaeger (since May 2023) Mr. Thomas Reynaud (since May 2023) Ms. Blanca Treviño de Vega (since May 2023) Former Directors (in all cases, until May 2023) Mr. Odilon Almeida - Former Chair of the Compliance and Business Conduct Ms. Mercedes Johnson - Former Chair of the Audit and Compliance Committee Mr. Lars-Johan Jarnheimer Mr. James Thompson Total (iv) $67.5 $90.0 $100.0 — $67.5 $67.5 $77.5 $160.0 $105.0 $105.0 $105.0 $260.0 $172.5 $195.0 $205.0 — — $105.0 $172.5 $105.0 $172.5 $105.0 $182.5 $100.0 $160.0 $260.0 Not Applicable $77.5 $90.0 $105.0 $105.0 $182.5 $195.0 Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable $80.0 $105.0 $185.0 Not Applicable $112.5 $105.0 $217.5 Not Applicable Not Applicable $67.5 $90.0 $105.0 $105.0 $172.5 $195.0 $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. 92 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. 93 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 . 94 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 95 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. 96 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. 97 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. 98 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 99 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: Derivatives Cash flow hedge derivatives - asset Cash flow hedge derivatives - liability Net derivative asset (liability) Interest rate risk December 31, 2023 2022 (US$ millions) 6 (46) (40) 19 (53) (34) 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 1 year 1–2 years 2–3 years 3–4 years 4–5 years >5 years Total Amounts due within At December 31, 2023 ............................... Fixed rate financing................................... Floating rate financing .............................. Total (i) ...................................................... (US$ millions) 190 12 202 369 76 445 403 433 836 582 420 855 147 1,002 1,002 2,912 279 3,191 5,311 1,367 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................................... Floating rate financing .............................. Total .......................................................... 131 49 180 383 12 394 501 63 564 376 402 777 718 404 1,122 3,466 300 3,766 5,574 1,230 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 December 31 Debt denominated in U.S. dollars .................................................................................... Debt denominated in currencies of the following countries: Guatemala ......................................................................................................................... Colombia ........................................................................................................................... Bolivia ................................................................................................................................ Paraguay ........................................................................................................................... El Salvador(i) ...................................................................................................................... Panama(i) .......................................................................................................................... Luxembourg (COP denominated) .................................................................................... Costa Rica .......................................................................................................................... Total debt denominated in other currencies .............................................................. Total debt (ii) ................................................................................................................... 2023 2022 (US$ millions) 3,859 4,100 640 694 246 158 174 759 38 110 595 605 260 171 173 773 30 96 2,819 6,678 2,704 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. Shares 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 Swedish Code of Corporate Governance Guiding Principles Luxembourg Law EU Directives and Regulations Legislation Legislation Nordic Main Market Rulebook for Issuers of Shares Regulation Nasdaq Stock Market Rules U.S. Securities Laws Good Stock Market Practice Regulation Regulation Philosophy Comply or Explain Comply Comply Comply Comply Comply 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). The Board of Directors and Committees appointed by the Board (see "—Board Governance" below). The CEO and Executive Management, and their primary governance functions (see "—Millicom CEO and Executive Team" below). 2. 3. 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. 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. Major Shareholders 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. 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. 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 Xavier Niel (1) Dodge & Cox (2) Common Shares Percentage of Share Capital 49,966,734 29.14 % 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 Mr. Jan Dworsky Mr. Viktor Kockberg Mr. Staley Cates Mr. Gerardo Zamorano Mr. José Antonio Ríos García On behalf of Swedbank Robur Nordea Investment Funds Southeastern Asset Management Brandes Investment Partners Position Chair Member Member Member Appointed by shareholders at the 2022 AGM Member Mr. Nicolas Jaeger (from March 23, 2023 to May 31, 2023) Atlas Luxco Ms. Aude Durand (from May 31, 2023) Atlas Luxco Member Member Millicom's current Nomination Committee, elected in October 2023 is composed of: 110 Member Ms. Aude Durand Mr. Jan Dworsky Mr. Staley Cates Mr. Mauricio Ramos On behalf of: Atlas Luxco Swedbank Robur Southeastern Asset Management Appointed by shareholders at the 2023 AGM Position Chair Member Member 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”: Foreign Private Issuer Disclosure Prohibited Under Home Country Law Total Number of Directors Part I: Gender Identity Directors Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction LGBTQ+ Did not disclose demographic background Luxembourg Yes No 9 Female Male Non-Binary Did Not Disclose Gender 3 6 0 0 3 0 0 111 Board Diversity Matrix (As of December 31, 2022) Country of Principal Executive Offices “Home Country”: Foreign Private Issuer Disclosure Prohibited Under Home Country Law Total Number of Directors Part I: Gender Identity Directors Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction LGBTQ+ Did not disclose demographic background Board Governance Luxembourg Yes No 9 Female Male Non-Binary Did Not Disclose Gender 2 7 0 0 4 0 0 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 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 Nationalities (As of December 31, 2023)1112121AmericanColombianDanishFrenchIsraeliMexicanSwedish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 Managerial duties Employment Other services Business relationship Audit function Cross directorships Family relationship Test Is or has been the CEO of the Company or a closely related company within the past five years Is or has been employed by the Company or a closely related company within the past three years 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 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 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 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 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 1. Strategic review Focused actions 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) 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 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 Set the risk appetite of the Group 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 12. Reports from committees Regularly reviewed reports from Audit and Compliance Committee, and Compensation and Talent Committee on recent activities Oversaw succession planning for the Executive Team 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 Ms. Pernille Erenbjerg Ms. Maria Teresa Arnal Mr. Bruce Churchill Mr. Tomas Eliasson Mr. Michael Golan Mr. Nicolas Jaeger Mr. Thomas Reynaud Ms. Blanca Treviño de Vega Attendance Former Director (until August 2023) Mr. José Antonio Ríos García Former Directors (until May 2023) Mr. Odilon Almeida Mr. Lars-Johan Jarnheimer Ms. Mercedes Johnson Mr. James Thompson Overall attendance Board Committees 10 of 10 8 of 10 6 of 6 10 of 10 9 of 10 5 of 6 6 of 6 5 of 6 6 of 6 65 of 70 8 of 8 4 of 4 4 of 4 4 of 4 4 of 4 89 of 94 % 100 80 100 100 90 83 100 83 100 93 100 100 100 100 100 95 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 Mr. Tomas Eliasson Mr. Bruce Churchill Mr. Michael Golan Ms. Blanca Treviño de Vega Attendance Ms. Mercedes Johnson Chair* Member Member Member May 2022 May 2021 May 2023 May 2023 Former Chair of the Audit Committee and former Member of the Compliance and Business Conduct Committee May 2019 (until May 2023) Mr. James Thompson Former Member of the Audit Committee January 2019 (until May 2023) Mr. Odilon Almeida Overall attendance Former Chair of the Compliance and Business Conduct Committee November 2015 (until May 2023) Meetings/ attendance 8 of 8 8 of 8 3 of 4 4 of 4 23 of 24 4 of 4 3 of 3 1 of 1 31 of 32 % 100 100 75 100 96 100 100 100 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. External auditor (refer to the following pages for details) Risk Management & Internal Audit activities (Refer to the following pages for details) Business controls and SOX (Refer to the following pages for details) Governance ESG reporting Reviewed the latest accounting developments and their effect on the financial statements.. Reviewed the alternative performance measures policy. 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. 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 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 Reviewed and approved the Internal Audit Charter and Enterprise Risk Management Charter. 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 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 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. Information security and cybersecurity 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. 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 % Chair Member Member Member Member January 2019 May 2023 May 2023 May 2023 May 2023 Ms. Pernille Erenbjerg Ms. Maria Teresa Arnal Mr. Bruce Churchill Mr. Nicolas Jaeger Mr. Thomas Reynaud Attendance Former members Mr. Lars-Johan Jarnheimer Mr. James Thompson Overall Attendance 3 of 3 2 of 2 2 of 2 2 of 2 2 of 2 11 of 11 1 of 1 1 of 1 13 of 13 100 100 100 100 100 100 100 100 100 128 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) Compensation review Share-based incentive plans Reviewed and approved 2023 short-term variable compensation targets. 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. 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. Discussed and approved STI and LTI design for 2023. Variable pay design Reviewed and approved the achievement of the MSU 2023 Tranche Other Reviewed and approved STI and LTI performance measures for 2023. 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 Pay for performance Transparency 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. 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. 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 Executive management to be "invested" 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. 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. Offer tax gross-ups related to change in control.  Permit executives to use company shares as collateral Engage in a rigorous target-setting process for incentive metrics. Set our STI threshold to pay only at 95% and higher levels of achievement. 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 Paid monthly in cash in U.S. dollars or the home currency of the executive Reviewed by the Compensation and Talent Committee every March 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. The Compensation and Talent Committee aims to set salaries for the Executive Team at the median of the peer group. Operational execution STI Pay element Purpose and link to strategy Purpose Payout opportunity The STI links reward to key business targets (70%) and individual contribution (30%). 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. 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 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 EBITDA Operating free cash flow after leases (OFCFaL) Relational Net Promoter Score (rNPS) Personal performance 20% 20% 20% 10% 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 The LTI links an important part of overall Global Senior Management Team compensation with the interests of our shareholders Purpose and link to strategy 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. 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. 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. Performance share units plan (PSP) The target achievement for: CEO - 315% CFO - 115% The maximum achievement for: CEO – 630% CFO – 230% Operational execution The weights for the PSP component are: • Service revenue: 30% • OCFaL (operating cash flow after leases): 50%* • Relative TSR: 10% • ESG: 10%. The that will be used 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. ESG key five to measure progress are: metrics 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. For executives we benchmark to peer companies within the U.S. Each year the Compensation and Talent Committee determines the annual LTI opportunity for the Executive Team. 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 Mauricio Ramos (CEO) $1,224,863 Sheldon Bruha (CFO) $650,000 STI Target Performance Measures: STI Target Performance Measures: 100% in Cash Bonus 265% in Share Units over 3 years vesting 30%/30%/40% 60% Financial 10% Customer 30% Personal 75% in Cash Bonus 135% in Share Units over 3 years vesting 30%/30%/40% 60% Financial 10% Customer 30% Personal PSP award of 315% of salary with 3-year cliff vesting (based entirely on performance shares) 15% of salary PSP award of 115% of salary with 3-year cliff vesting (based entirely on performance shares) 15% of salary Benefits Private healthcare Life insurance Car Allowance Private healthcare Life insurance Car Allowance 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 Fringe Benefits (iii) Pension Expense Total Fixed Annual Bonus (iv) Deferred Share Units (iv) LTIP (v) Total Annual Variable Annual Compensation MSU Plan (vi) Total Compensation Termination Benefits (ii) % Annual Fixed % Annual Variable 1,224,863 1,215,944 87,667 293,473 1,606,003 1,249,386 3,310,873 3,858,313 8,418,572 81,745 286,846 1,584,535 1,650,460 4,373,719 3,745,939 643,750 139,865 173,373 956,989 492,544 886,580 718,748 9,770,118 2,097,872 10,024,575 11,354,653 3,054,861 481,860 — — 598,121 67,264 144,460 809,845 541,075 973,935 718,750 2,233,760 3,043,605 — 10,506,435 11,354,653 3,054,861 3,043,605 — 16.02 % 83.98 % — 13.95 % 86.05 % — 31.33 % 68.67 % — 26.61 % 73.39 % 581,272 39,769 87,191 708,232 — — — — 708,232 — 708,232 876,939 100.00 % — % (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 In USD Base pay (i) STI - Bonus (ii) Share Awards (iii) MSU Target Awards Other Compensation (iv) Total Reported Pay Mauricio Ramos (CEO) 2023 2022 1,224,863 1,249,386 7,169,186 — 87,667 1,224,863 1,650,460 8,119,658 4,000,000 81,745 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 In USD Base Salary Car Allowance Pension Expense Total Fixed Annual Bonus Paid (i) Deferred Share Units Vested (ii) LTIP Vested (iii) MSU Paid Total Variable Paid Total Realized Paid % Fixed % Variable Mauricio Ramos (CEO) 2023 2022 1,224,863 1,215,944 15,000 293,473 1,533,335 1,650,460 694,296 — 481,860 2,826,616 4,359,951 35.17% 64.83% 15,000 286,846 1,517,789 2,164,320 865,762 — — 3,030,082 4,547,871 33.37% 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 Max Target Min Service Revenue (i) EBITDA (ii) OFCFAL (iii) +NPS (iv) Personal Performance (v) $6.00billion $2.70billion $0.74billion $5.80billion $2.50billion $0.69billion $5.50billion $2.40billion $0.65billion 110% 100% 95% 60% 30% —% 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 3.4.1 LTI (PSP) 2021 Performance Business Performance Factors = LTI Payout 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% OCFaL (iii) Service Revenue (i) Relative Total Shareholder Return (iv) 100% 35% RSU Metric Max Target Min Achievement $4.08billion $3.40billion $2.72billion 104.90% $21.24billion $17.70billion $14.16billion 105.90% Above median No maximum Median Median 0.35 No minimum 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 Number of shares vested Achievement Mauricio Ramos (CEO) LTI2021 315% of salary 7,171,190 Tim Pennington (Former CFO) (i) LTI2021 175% of salary 1,237,773 203,727 35,164 Jan-24 Jan-24 92.60 % 188,651 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 A specific 3-year Cumulative Growth target A specific 3-year Cumulative Growth target Service revenue 30 % Target growth 50 % Target growth OCFaL 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) Benefits Shares Total Fixed Variable Total 73 Benefits 7,104 Shares 9,935 Total 1,606 Fixed 8,329 Variable 9,935 Total 4,289 73 11,547 15,909 1,606 14,303 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 Name Plan Type Deferred Share Plan Performan ce Share Plan Performanc e Period Award Grant Date Vesting Date Opening Balance Outstandi ng Balance as of Dec. 2022 Award Share Price in USD During the Year Closing Balance Share Units Granted in 2023 Shares Vested in 2023 Forfeited in 2023 Outstanding Balance as of Dec. 2023 2019 2020 2021 2022 1/1/2020 1/1/2023 $ 45.86 15,858 1/1/2021 1/1/2024 $ 35.20 32,957 1/1/2022 1/1/2025 $ 33.11 83,262 — — — 15,858 14,135 24,979 1/1/2023 1/1/2026 $ 12.52 — 349,339 — — — — — — 18,822 58,283 349,339 Award Details - Plan Name 2020 DSP 2021 DSP 2022 DSP 2023 DSP 2020 PSP 2020-2023 3/1/2020 1/1/2023 $ 45.86 39,094 2021 PSP 2021-2024 3/1/2021 1/1/2024 $ 35.20 203,727 2022 PSP 2022-2025 1/1/2022 1/1/2025 $ 33.11 144,108 — — — 2023 PSP 2023-2026 1/1/2023 1/1/2026 $ 12.52 — 308,172 — 39,094 — — — — — — — 203,727 144,108 308,172 519,006 657,511 54,972 39,094 1,082,451 Deferred Share Plan Performan ce Share Plan 2020 DSP 2021 DSP 2022 DSP 2023 DSP 2019 2020 2021 2022 1/1/2020 1/1/2023 $ 45.86 6,958 1/1/2021 1/1/2024 $ 35.20 12,890 1/1/2022 1/1/2025 $ 33.11 37,280 1/1/2023 1/1/2026 $ 12.52 — 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 — — 110,256 2019 1/1/2020 1/1/2023 45.86 2020 1/1/2021 1/1/2024 2021 1/1/2022 1/1/2025 2022 1/1/2023 1/1/2026 35.2 33.11 12.52 45.86 35.2 — — — — — — 2020 PSP 2020-2023 3/1/2020 1/1/2023 2021 PSP 2021-2024 3/1/2021 1/1/2024 2020 DSP 2021 DSP 2022 DSP 2023 DSP Deferred Share Plan Performan ce Share Plan — — — — — — — — — — — — 77,790 — — — 2022 PSP 2022-2025 1/1/2022 1/1/2025 33.11 27,649 2023 PSP 2023-2026 1/1/2023 1/1/2026 12.52 — 57,408 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 77,790 — — 27,649 57,408 27,649 135,198 — — 162,847 138 Mauricio Ramos (CEO) TOTAL Mauricio Ramos (CEO) Tim Penningto n (Former CFO) TOTAL Tim Penningto n (Former CFO) Sheldon Bruha (CFO) TOTAL Sheldon Bruha (CFO) 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 CFO EVPs General Managers and VPs For the CEO and CFO: 400 200 100 50 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) Sheldon Bruha (CFO) 656,007 426,444 85,057 77,790 400% 200% 391,329 459,948 103,833 — Yes 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* Former CFO Remuneration Current CFO Remuneration** EBITDA for Total Reportable Segments Average remuneration on FTE basis of employees of parent company*** 9.20 % (4.20) % — % 17.80 % 33.40 % — % (41.82) % (87.00) % — % (7.47) % — % 0.37 % 10.51 — 3.05 (1.40) % 5.90 % (1.50) % (1.08) % 2.6 (USD billions) 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 Director Remuneration 95,590,466 99.81 % 271,256 0.28 % 80,036 Votes For % Votes Against % Abstentions 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 • 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 shares1 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 1 Refer to section starting on page 127 for outstanding share awards 141 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. Audit fees ................................................................................................... Audit related fees ...................................................................................... Tax fees ...................................................................................................... Other fees .................................................................................................. Total ........................................................................................................... 2023 2022 (US$ millions) 5.6 0.8 0.2 0.3 6.9 5.1 1.3 0.2 0.2 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. (d)Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs(3) (c)Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (a)Total Number of Shares Purchased(1) (b)Average Price Paid per Share(2) Period 12/01/23 – 12/31/23 Total 282,724 282,724 18 18 282,724 282,724 1,717,276 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 flow1 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 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. 145 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. 2. 3. 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; 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 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 ............................................................................ Consolidated statement of income for the years ended December 31, 2023, 2022 and 2021 ..................... Consolidated statement of comprehensive income for the years ended December 31, 2023, 2022 and F-9 2021 .................................................................................................................................................................. 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 F-8 F-2 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 financial statements for the years ended December 31, 2023, 2022 and 2021 Consolidated statement of income for the years ended December 31, 2023, 2022 and 2021 Notes 2023 2022 2021(ii) (US$ millions) Revenue .................................................................................................................... Equipment, programming and other direct costs (i) .............................................. Operating expenses ................................................................................................. B.1. B.2. B.2. Depreciation ............................................................................................................ E.2.2., E.3. Amortization ............................................................................................................ Share of profit in joint ventures .............................................................................. Other operating income (expenses), net ................................................................ Operating profit ..................................................................................................... E.1.3. A.2. B.2. Interest and other financial expenses ..................................................................... C.3.3., E.3. Interest and other financial income ........................................................................ Revaluation of previously held interests in Guatemala .......................................... Other non-operating (expenses) income, net ........................................................ Profit (loss) from other joint ventures and associates, net ..................................... Profit (loss) before taxes from continuing operations ..................................... C.3.1. A.1.2. B.5., C.7.3. A.2., A.3. Tax expense ............................................................................................................. B.6. Profit (loss) from continuing operations ............................................................ Profit (loss) from discontinued operations, net of tax ............................................ E.4.2. Net profit (loss) for the year ................................................................................. Attributable to: Owners of the Company .......................................................................................... Non-controlling interests ........................................................................................ A.1.4. 5,661 (1,507) (2,043) (978) (360) 42 10 826 (712) 28 — 36 (3) 175 (424) (249) 4 (245) (82) (163) 5,624 (1,506) (1,890) (999) (345) 32 (2) 915 (617) 18 — (78) — 238 (222) 16 113 129 177 (48) 4,261 (1,197) (1,546) (804) (310) 210 5 619 (495) 23 670 (49) (40) 728 (158) 570 (28) 542 590 (48) Earnings per common share for profit attributable to the owners of the Company B.7. Basic ($ per share) .................................................................................................... Diluted ($ per share) ................................................................................................ (0.48) (0.48) 1.27 1.27 4.59 4.57 The presentation of the statement of income for all periods presented has been amended as follows to provide more relevant information: (a) the sub- (i) total 'Gross Profit' has been removed, and (b) the line 'Cost of sales' has been renamed as 'Equipment, programming and other direct costs'. 2023 and 2022 yearly figures are not directly comparable with 2021 yearly figures as Tigo Guatemala is fully consolidated since the acquisition of the (ii) 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. F-8 Consolidated financial statements for the years ended December 31, 2023, 2022 and 2021 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 Other comprehensive income (to be reclassified to statement of income in subsequent periods), net of tax: Exchange differences on translating foreign operations .................................................................. Change in value of cash flow hedges, net of tax effects .................................................................... 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 ................................ Total comprehensive income (loss) for the year ........................................................................... Attributable to: Owners of the Company ..................................................................................................................... Non-controlling interests .................................................................................................................... Total comprehensive income (loss) for the year arises from: Continuing operations ........................................................................................................................ Discontinued operations .................................................................................................................... 33 (10) (2) (223) (35) (188) (228) 4 19 9 (2) 155 204 (49) 42 113 542 (51) 17 1 509 566 (57) 536 (27) The accompanying notes are an integral part of these consolidated financial statements. F-9 Consolidated financial statements for the years ended December 31, 2023, 2022 and 2021 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 ..................................................................................................................... Property, plant and equipment, net .............................................................................................. Right of use assets, net ................................................................................................................... Investment in Honduras joint venture .......................................................................................... Contract costs, net .......................................................................................................................... Deferred tax assets ......................................................................................................................... E.1. E.2. E.3. A.2. F.5. B.6. Derivative financial instruments .................................................................................................... D.1.2. Other non-current assets ............................................................................................................... 7,785 3,107 896 576 12 141 — 84 7,361 2,989 884 590 10 204 19 76 TOTAL NON-CURRENT ASSETS ................................................................................................... 12,601 12,133 CURRENT ASSETS Inventories ...................................................................................................................................... Trade receivables, net .................................................................................................................... Contract assets, net ........................................................................................................................ Amounts due from non-controlling interests, associates and joint ventures ............................. F.2. F.1. F.5. G.5. Derivative financial instruments .................................................................................................... D.1.2. Prepayments and accrued income ................................................................................................ Current income tax assets .............................................................................................................. Supplier advances for capital expenditure ................................................................................... Other current assets ....................................................................................................................... Restricted cash ............................................................................................................................... Cash and cash equivalents ............................................................................................................. TOTAL CURRENT ASSETS ............................................................................................................. TOTAL ASSETS .............................................................................................................................. C.5. C.5. 45 443 82 12 6 168 118 21 190 56 775 1,915 14,516 53 379 77 15 — 117 111 21 197 57 1,039 2,065 14,198 The accompanying notes are an integral part of these consolidated financial statements. F-10 Consolidated financial statements for the years ended December 31, 2023, 2022 and 2021 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. Treasury shares ......................................................................................................................... Other reserves ........................................................................................................................... C.1. Retained profits ........................................................................................................................ Net profit/ (loss) for the year attributable to owners of the Company ................................... Equity attributable to owners of the Company .................................................................. Non-controlling interests ......................................................................................................... A.1.4. TOTAL EQUITY ......................................................................................................................... LIABILITIES NON-CURRENT LIABILITIES Debt and financing ................................................................................................................... Lease liabilities .......................................................................................................................... C.3. C.4. Derivative financial instruments .............................................................................................. D.1.2. Amounts due to non-controlling interests, associates and joint ventures ............................ Payables and accruals for capital expenditure ........................................................................ Provisions and other non-current liabilities ............................................................................ Deferred tax liabilities ............................................................................................................... G.5. F.4.3. F.4.2. B.6. 1,334 (8) (500) 2,785 (82) 3,529 (84) 3,445 6,476 854 46 12 885 330 140 1,343 (47) (559) 2,691 177 3,605 29 3,634 6,624 853 53 — 473 295 148 TOTAL NON-CURRENT LIABILITIES ....................................................................................... 8,742 8,445 CURRENT LIABILITIES Debt and financing ................................................................................................................... Lease liabilities .......................................................................................................................... C.3. C.4. Put option liability .................................................................................................................... C.7.4. Payables and accruals for capital expenditure ........................................................................ Other trade payables ................................................................................................................ Amounts due to non-controlling interests, associates and joint ventures ............................ G.5. Accrued interest and other expenses ...................................................................................... Current income tax liabilities ................................................................................................... Contract liabilities ..................................................................................................................... Provisions and other current liabilities .................................................................................... TOTAL CURRENT LIABILITIES ................................................................................................ TOTAL LIABILITIES .................................................................................................................. TOTAL EQUITY AND LIABILITIES ........................................................................................... F.5. F.4.1. 221 189 86 314 390 62 444 93 156 374 180 163 — 428 400 58 412 86 88 305 2,329 11,071 14,516 2,119 10,565 14,198 The accompanying notes are an integral part of these consolidated financial statements. F-11 Consolidated financial statements for the years ended December 31, 2023, 2022 and 2021 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 ............................................................ Profit before taxes from discontinued operations .......................................................... E.4.2. Profit before taxes .............................................................................................................. Adjustments to reconcile to net cash: Interest expense on leases ............................................................................................... Interest expense on debt and other financing ............................................................... Interest and other financial income ................................................................................ Adjustments for non-cash items: 175 4 179 117 595 (28) Depreciation and amortization ...................................................................................... E.1., E.2., E.3. 1,338 Share of profit in joint ventures ....................................................................................... A.2. Gain on disposal and impairment of assets, net ............................................................ B.2., E.4.2. Share-based compensation ........................................................................................... Revaluation of previously held interest in Guatemala ................................................... Loss from other associates and joint ventures, net ........................................................ Other non-cash non-operating (income) expenses, net ............................................... Changes in working capital: ......................................................................................... C.1. A.1.2. A.3. B.5. (42) (10) 52 — 3 (36) 238 116 354 131 497 (18) 1,364 (32) (122) 29 — — 77 728 3 731 131 400 (23) 1,196 (210) (6) 17 (670) 39 50 Decrease (increase) in trade receivables, prepayments and other current assets, net . (245) (104) (93) Decrease (increase) in inventories .................................................................................. Increase (decrease) in trade and other payables, net ..................................................... Changes in contract assets, liabilities and costs, net ...................................................... Total changes in working capital ................................................................................ Interest paid on leases ..................................................................................................... Interest paid on debt and other financing ...................................................................... Interest received .............................................................................................................. Taxes paid ......................................................................................................................... Net cash provided by operating activities ..................................................................... Cash flows from investing activities (including discontinued operations): Acquisition of subsidiaries, joint ventures and associates, net of cash acquired ......... Financing exit from the Ghana joint venture .................................................................. Proceeds from the disposal of subsidiaries and associates ............................................ Purchase of spectrum and licenses ................................................................................. Purchase of other intangible assets ................................................................................ Purchase of property, plant and equipment .................................................................. Proceeds from sale of property, plant and equipment ................................................. Proceeds from disposal of equity investments, net of costs .......................................... Dividends and dividend advances received from joint ventures and associates ........ Settlement of derivative financial instruments .............................................................. A.1. A.2.2. E.1.4. E.2.3. E.2. C.7.3. A.2.2. Transfer (to) / from pledge deposits, net ........................................................................ C.5.3. Loans granted within the Tigo Money lending activity, net .......................................... 11 47 65 (123) (115) (505) 31 (233) 1,223 — — — (236) (133) (814) 17 — 63 (26) (6) (4) 5 (37) (14) (151) (128) (411) 8 (316) 1,284 9 6 (5) (81) (140) (355) 4 (127) 956 (283) (2,000) — 152 (93) (179) (800) 21 — 10 11 33 (3) (37) 30 (37) (98) (740) 11 163 13 — (33) — F-12 Consolidated financial statements for the years ended December 31, 2023, 2022 and 2021 Cash (used in) provided by other investing activities, net ............................................. Notes D.1.2. 2023 24 2022 25 2021 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 ....................................................................... Repayment of debt and other financing ........................................................................ Loan repayment from joint venture ................................................................................ Lease capital repayment .................................................................................................. Capital injection in subsidiary (Non-controlling interests' portion) .............................. Proceeds from the rights offering, net of costs ............................................................... C.6. C.6. C.6. C.7.4. C.1. Advances and dividends paid to non-controlling interests A.1./A.2. Share repurchase program .............................................................................................. Net cash from (used in) financing activities .................................................................... Exchange impact on cash and cash equivalents, net ..................................................... Net increase (decrease) in cash and cash equivalents .................................................. Cash and cash equivalents at the beginning of the year ............................................... Effect of cash in disposal group held for sale .................................................................. E.4.2. Cash and cash equivalents at the end of the year ......................................................... 362 (632) — (177) 74 — — (5) (377) 6 (264) 1,039 — 775 1,570 (2,127) — (157) — 717 (4) — (1) (11) 168 895 (24) 1,039 3,113 (1,335) 193 (137) — — (6) (50) 1,777 (10) 20 875 — 895 The accompanying notes are an integral part of these consolidated financial statements. F-13 Consolidated financial statements for the years ended December 31, 2023, 2022 and 2021 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 Balance on January 1, 2021 .......................................................................................... 101,739 Total comprehensive income/ (loss) for the year ........................................................... Dividends to non-controlling interests ........................................................................... Purchase of treasury shares (iv) ....................................................................................... Share based compensation (i) ......................................................................................... Issuance of shares under share-based payment schemes ............................................. Change in scope of consolidation(v) ............................................................................... — — — — — — (526) — — (1,471) — 459 — Balance on December 31, 2021 .................................................................................... 101,739 (1,538) Total comprehensive income/ (loss) for the year ........................................................... — Effects of rights offering (i) ............................................................................................... 70,357 Dividends to non controlling interest ............................................................................. Purchase of treasury shares ............................................................................................. Share based compensation (i) ......................................................................................... Issuance of shares under share-based payment schemes ............................................. Effect of the buy-out of non-controlling interests in Panama-(note 3) (vi) .................... — — — — — — — — (93) — 419 — (US$ millions) 153 478 — — — — — — 153 — 106 — — — — — — — — — (2) — 476 — 611 — — — (2) — Balance on December 31, 2022 .................................................................................... 172,096 (1,213) 258 1,085 Total comprehensive income/ (loss) for the year ........................................................... Transfer to legal reserve ................................................................................................... Purchase of treasury shares (iv) ....................................................................................... Share based compensation (i) ......................................................................................... Issuance of shares under share-based payment schemes ............................................. Effect of the buy-out of non-controlling interests in Panama ........................................ Put Option reserve (vi) ..................................................................................................... Capital injection in subsidiary (vi) .................................................................................... — — — — — — — — — — (604) — 1,447 — — — — — — — — — — — — — — — (9) — — — Balance on December 31, 2023 .................................................................................... 172,096 (370) 258 1,076 (30) — — (56) — 26 — (60) — — — (4) — 16 — (47) — — (18) — 57 — — — (8) 2,020 590 — 2 — 2 (5) 2,609 177 — — 1 — 4 78 2,868 (82) (2) 7 — (7) (1) (81) — (562) (25) — — 18 (25) — 2,059 566 — (54) 18 1 (5) (594) 2,583 27 — — — 25 (17) — 204 717 — (3) 25 1 78 (559) 3,605 47 2 — 50 (40) — — — (35) — (10) 50 1 (1) (81) — 215 (57) (3) — 1 — — 157 (49) — (2) — 1 — (78) 29 (188) — — 1 — — — 74 Share capital, share premium (including the effects of rights offering) and other reserves (including share-based compensation) – see note C.1. 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. 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. (i) (ii) (iii) (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) 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. See note C.7.4. (v) (vi) The accompanying notes are an integral part of these consolidated financial statements. F-14 2,703 (500) 3,529 (84) 3,445 Total equity 2,274 509 (3) (54) 19 1 (5) 2,740 155 717 (2) (3) 26 1 — 3,634 (223) — (10) 52 1 — (81) 74 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 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.). F-15 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 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. F-16 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 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) Colombia ................... Peso (COP) Costa Rica ................... Costa Rican Colon (CRC) El Salvador ................. US dollar Guatemala ................. Quetzal (GTQ) Honduras ................... Lempira (HNL) Luxembourg .............. Euro (EUR) Nicaragua ................... Cordoba (NIO) Panama ...................... Balboa (B/.) (i) Paraguay .................... Guarani (PYG) Sweden ...................... Krona (SEK) United Kingdom ........ Pound (GBP) 6.91 3,822 527 n/a 7.83 24.71 0.91 36.62 n/a 7,278 10.07 0.79 6.91 4,810 602 n/a 7.85 24.66 0.93 36.23 n/a 7,346 10.43 0.83 — % 25.9 % 14.3 % n/a 0.3 % (0.2) % 3.1 % (1.1) % n/a 0.9 % 3.5 % 5.4 % 6.91 4,313 550 n/a 7.84 24.66 0.93 36.44 n/a 7,299 10.60 0.80 6.91 4,254 650 n/a 7.75 24.56 0.95 35.87 n/a 7,008 10.07 0.81 — % (1.4) % 18.2 % n/a (1.1) % (0.4) % 2.2 % (1.6) % n/a (4.0) % (5.0) % 0.5 % 6.91 3,756 625 n/a 7.74 24.12 0.85 35.17 n/a 6,790 8.59 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: F-17 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 ◦ 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.); F-18 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 • 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: F-19 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 Entity Colombia Móvil S.A. E.S.P. Comunicaciones Celulares S.A. Country Activity Colombia Mobile Guatemala Mobile Distribuidora de Comunicaciones de Occidente, S.A. Guatemala Mobile Grupo de Comunicaciones Digitales, S.A. (formerly Telefonica Moviles Panama, S.A.) Panama Mobile Lati International S.A. (i) Luxembourg Holding Company ('Lati business') Millicom Cable Costa Rica S.A. Costa Rica Cable, DTH Millicom Holding B.V. Netherlands Holding Company Millicom International Operations B.V. Netherlands Holding Company Millicom International Services LLC USA Services Company MIC Latin America B.V. Millicom LIH S.A. Netherlands Holding Company Luxembourg Holding Company Millicom International Operations S.A. Luxembourg Holding Company Millicom Spain S.L. Spain Holding Company Millicom Telecommunications S.A. (ii) Luxembourg Holding Company ('MFS business') Navega.com S.A. Guatemala Cable, DTH Servicios Especializados en Telecomunicaciones, S.A. Guatemala Mobile Servicios Innovadores de Comunicacion y Entretenimiento, S.A. Guatemala Mobile Servicios y Productos Multimedios S.A. Paraguay Pay-TV, Internet Telecomunicaciones Digitales, S.A. (formerly Cable Onda S.A.) Panama Cable, Pay-TV, Internet, DTH, Fixed-line Telefonica Celular de Bolivia S.A. Bolivia Mobile, DTH, Cable Telefonia Celular de Nicaragua S.A. Nicaragua Mobile, Cable, Internet, Fixed- line Telefonica Celular del Paraguay S.A. Paraguay Mobile, Cable, Pay-TV Telemovil El Salvador S.A. de C.V. El Salvador Mobile, Cable, DTH December 31, 2023 % holding* December 31, 2022 % holding* December 31, 2021 % holding* 50-1 share 50-1 share 50-1 share 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 N/A 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 80 N/A 100 100 100 100 100 100 100 100 100 100 100 100 100 80 100 100 100 100 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. F-20 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 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. F-21 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 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) ............................. Initial sale consideration (B) .............................................. Gross gain on sale (B) - (A) .............................................. Other operating expenses linked to the disposal ............ Other operating income/expenses, net ........................... Gain on sale before reclassification of foreign currency translation reserve .......................................... Reclassification of foreign currency translation reserve .. Net gain on sale ............................................................... (79) 101 180 (11) (5) 165 (56) 109 (b) set out below. The figures shown below are after inter-company eliminations. The operating results and cash flows of the discontinued operation for the years ended December 31, 2022 and 2021 are Results from Discontinued Operations (in millions of U.S. dollars) Revenue ............................................................................................. Equipment, programming and other direct costs ............................ Operating expenses ........................................................................... Depreciation and amortization ......................................................... Other operating income (expenses), net .......................................... Gain/(loss) on disposal of discontinued operations ......................... Other expenses linked to the disposal of discontinued operations Operating profit (loss) ..................................................................... Interest income (expense), net .......................................................... Other non-operating (expenses) income, net .................................. Profit (loss) before taxes ................................................................. Tax expense ....................................................................................... Net profit/(loss) from discontinued operations .......................... 2022 88 (26) (27) (21) 4 120 (11) 127 (12) — 116 (3) 113 2021 357 (104) (131) (83) 1 — — 39 (36) (1) 3 (31) (28) 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 F-22 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 Cash flows from discontinued operations (in millions of U.S. dollars) 2022 2021 Cash from operating activities, net .................................................... Cash from (used in) investing activities, net ...................................... Cash from (used in) financing activities, net ...................................... Net cash inflows (outflows) ............................................................. 18 (10) (9) (1) 87 (46) (35) 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 Revenue Total operating expenses Operating profit Net (loss) for the year 50% non-controlling interest in net (loss) Total assets (excluding goodwill) Total liabilities Net assets 50% non-controlling interest in net assets Consolidation adjustments Total non-controlling interest Dividends and advances paid to non-controlling interest Net cash from operating activities Net cash from (used in) investing activities Net cash from (used in) financing activities Exchange impact on cash and cash equivalents, net Net increase (decrease) in cash and cash equivalents 2023 2022 2021 (US$ millions) 1,313 (501) 60 (326) (163) 2,470 2,605 (135) (68) (17) (85) — 270 (214) (54) 2 5 1,335 (492) 64 (104) (52) 1,942 1,890 52 26 2 28 (2) 250 (289) (133) (5) (178) 1,414 (509) 100 (80) (40) 2,336 2,158 178 89 (6) 83 (5) 272 (295) 30 (10) (2) F-23 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 Panama Revenue Total operating expenses Operating profit Net profit (loss) for the year 20% non-controlling interest in net profit (loss) Total assets (excluding Millicom's goodwill in Cable Onda) Total liabilities Net assets 20% non-controlling interest in net assets Total non-controlling interest Net cash from operating activities Net cash from (used in) investing activities Net cash from (used in) financing activities Net increase (decrease) in cash and cash equivalents 2022 (i) 2021 (US$ millions) 651 (207) 106 29 4 1,719 1,318 401 — — 148 (117) (93) (63) 633 (207) 7 (37) (7) 1,717 1,347 371 74 74 179 (118) (43) 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.). F-24 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 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 Telefonica Celular S.A. (i) Navega S.A. de CV (i) Country Activity Honduras Honduras Mobile, MFS Cable December 31, 2023 % holding December 31, 2022 % holding 66.7 66.7 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 $37.5 million for the reimbursement of certain local bank facilities which had been provided for in the statement of income under the line "Loss from other joint ventures and associates, net". Millicom still owns 50% of the holding company Bharti Airtel Ghana Holdings B.V.. The carrying values of Millicom’s investments in joint ventures were as follows: Carrying value of investments in joint ventures The table below summarizes the movements for the year in respect of the Group’s joint ventures carrying values: Opening balance at January 1, 2022 Capital increase Results for the year Dividends declared during the year Currency exchange differences Closing balance at December 31, 2022 Results for the year Dividends declared during the year Currency exchange differences Closing balance at December 31, 2023 Honduras (i) (US$ millions) 596 3 32 (35) (7) 590 42 (54) (2) 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. F-25 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 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 F-26 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 Revenue .............................................................................................................................................. Depreciation and amortization .......................................................................................................... Operating profit ................................................................................................................................ Financial income (expenses), net ....................................................................................................... Profit before taxes ............................................................................................................................ Tax expense ......................................................................................................................................... Profit for the year .............................................................................................................................. Net profit for the year attributable to Millicom ............................................................................ Dividends and advances paid to Millicom ......................................................................................... Total non-current assets (excluding goodwill) .................................................................................. Total non-current liabilities ................................................................................................................. Total current assets ............................................................................................................................. Total current liabilities ........................................................................................................................ Total net assets .................................................................................................................................... Group's share in % ............................................................................................................................... Group's share in USD millions ............................................................................................................. Goodwill and consolidation adjustments .......................................................................................... Carrying value of investment in joint venture ................................................................................... Cash and cash equivalents .................................................................................................................. Debt and financing – non-current ...................................................................................................... Debt and financing – current .............................................................................................................. Net cash from operating activities ..................................................................................................... Net cash from (used in) investing activities ....................................................................................... Net cash from (used in) financing activities ....................................................................................... Net (decrease) increase in cash and cash equivalents ................................................................. Guatemala 2023 2022 2021 (US$ millions) 612 (105) 124 (28) 95 (32) 63 42 63 429 440 200 223 (35) 66.7 % (23) 600 576 47 394 28 162 (94) (48) 21 586 (112) 111 (29) 80 (31) 49 32 9 404 384 182 220 (17) 66.7 % (12) 601 590 27 334 23 162 (109) (64) (12) 589 (124) 99 (34) 62 (22) 40 27 — 473 362 176 305 (18) 66.7 % (12) 608 596 39 267 73 166 (89) (98) (21) 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 .......................................................................................................... Operating profit ................................................................................................................................ Financial income (expenses), net ....................................................................................................... Profit before taxes ............................................................................................................................ Tax expense ........................................................................................................................................ Profit for the year .............................................................................................................................. Net profit for the year attributable to Millicom ............................................................................ Dividends and advances paid to Millicom ......................................................................................... Net cash from operating activities ..................................................................................................... Net cash from (used in) investing activities ....................................................................................... Net cash from (used in) financing activities ....................................................................................... Exchange impact on cash and cash equivalents, net ........................................................................ Net increase (decrease) in cash and cash equivalents ................................................................. (282) 462 (40) 432 (99) 333 183 13 611 (192) (406) 1 13 F-27 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 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 F-28 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 Revenue ............................................................................................................................................... Equipment, programming and other direct costs ............................................................................. Operating expenses ............................................................................................................................ Other expenses linked to the disposal of discontinued operations ................................................. Depreciation and amortization .......................................................................................................... Other operating income (expenses), net ........................................................................................... Gain/(loss) on disposal of discontinued operations .......................................................................... Operating profit (loss) ...................................................................................................................... Interest income (expense), net ........................................................................................................... Other non-operating (expenses) income, net .................................................................................... Profit (loss) before taxes .................................................................................................................. Tax expense ......................................................................................................................................... Net profit/(loss) from discontinued operations ............................................................................ Cash flows from discontinued operations 2022 2021 (US$ millions) 88 (26) (27) (11) (21) 4 120 127 (12) — 116 (3) 113 357 (104) (131) — (83) 1 — 39 (36) (1) 3 (31) (28) 2022 2021 (US$ millions) Cash from operating activities, net ..................................................................................................... Cash from (used in) investing activities, net ...................................................................................... Cash from (used in) financing activities, net ...................................................................................... 18 (10) (9) 87 (46) (35) F-29 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 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 F-30 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 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: $ millions Timing of revenue recognition Group Group Group 2023 2022 2021 Mobile ........................................ Over time Mobile Financial Services .......... Point in time Fixed and other services ........... Over time Other .......................................... Over time Service Revenue Telephone and equipment ....... Point in time Revenue from contracts with customers B.2. Expenses 2,949 44 2,192 65 5,250 411 2,916 40 2,145 69 5,171 454 1,963 37 1,938 60 3,997 263 5,661 5,624 4,261 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. F-31 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 Equipment, programming and other direct costs 2023 2022 2021 (US$ millions) Cost of telephone, equipment and other accessories ....................................................................... TV Content and data costs .................................................................................................................. Voice airtime and transmission costs ................................................................................................. Bad debt and obsolescence cost ........................................................................................................ Call center costs .................................................................................................................................. Transmission and other costs ............................................................................................................. Other costs .......................................................................................................................................... (386) (349) (234) (141) (72) (19) (306) (425) (361) (261) (124) (84) (17) (234) Equipment, programming and other direct costs ........................................................................ (1,507) (1,506) (256) (320) (202) (86) (90) (47) (196) (1,197) Operating expenses, net Operating expenses incurred by the Group can be summarized as follows. Marketing expenses ............................................................................................................................ Site and network maintenance costs ................................................................................................. Employee related costs (B.4.) .............................................................................................................. External and other services ................................................................................................................. Other operating expenses .................................................................................................................. 2023 2022 2021 (US$ millions) (536) (322) (614) (281) (290) (570) (310) (494) (251) (266) (450) (233) (474) (164) (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: Impairment of intangible assets and property, plant and equipment .................. Gain (loss) on disposals of intangible assets and property, plant and equipment ............................................................................................................... Reverse earn-out in respect of Zantel's acquisition (i) ............................................ Gain (loss) on disposal of equity investments (ii) ................................................... Other income (expenses) (iii) ................................................................................... Other operating income (expenses), net ............................................................ Notes 2023 2022 2021 E.1., E.2. (3) (7) (US$ millions) 6 — — 8 10 1 2 — 2 (2) (6) 5 11 (15) 10 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 F-32 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 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.). F-33 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 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 Service revenue(i) . 1,339 1,268 669 601 Telephone and equipment revenue 225 45 50 11 Revenue 1,564 1,313 719 613 Inter-segment revenue ................... Revenue from external customers . EBITDA(ii) ............... Capital expenditures (iii) ... 8 3 2 — 1,556 1,311 717 613 807 183 420 161 296 224 100 92 (US$ millions) 572 39 612 5 607 272 103 544 24 568 3 565 236 97 847 5,842 (591) 5,250 55 450 (39) 411 902 6,292 (631) 5,661 7 28 895 352 148 6,264 2,609 883 n/a n/a n/a n/a (498) 2,111 (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. F-34 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 (iii) (iv) (v) 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 $823 million, respectively). Includes intercompany eliminations, unallocated items and Honduras as a joint venture. Includes our operations in El Salvador, Nicaragua and Costa Rica. Guatemala Colombia Panama Bolivia Honduras Paraguay Other reportable segments (v) Total for reportable segments Inter-segment and other eliminations(iv) Total Group 1,373 1,253 624 608 549 530 801 5,739 (568) 5,171 (US$ millions) 245 83 27 13 37 Revenue 1,618 1,335 651 621 586 8 4 2 — 4 1,611 1,331 649 621 857 197 404 298 242 277 106 124 582 262 78 26 556 2 554 245 107 60 491 (37) 454 861 6,230 (605) 5,624 7 28 854 6,202 n/a n/a n/a n/a 330 2,638 (409) 2,228 138 1,028 (55) 973 Guatemala Colombia Panama Bolivia Honduras Paraguay Other reportable segments (v) Total for reportable segments Inter-segment and other eliminations(iv) Total Group 1,365 1,319 608 612 548 526 762 5,739 (1,741) 3,997 (US$ millions) 236 95 25 12 41 30 66 503 (240) 263 1,601 1,414 633 623 589 555 827 6,242 (1,982) 4,261 7 4 2 — 4 2 8 27 1,593 1,409 631 623 586 553 820 6,216 n/a n/a n/a n/a 857 441 281 249 259 197 318 128 119 81 242 114 310 2,640 (1,123) 1,517 154 1,111 (188) 922 F-35 December 31, 2022 Service revenue(i) ......... Telephone and equipment revenue ............. Inter-segment revenue ............. Revenue from external customers .......... EBITDA(ii) ......... Capital expenditures (iii) ..................... December 31, 2021 Service revenue(i)........ Telephone and equipment revenue (i) ........ Revenue .......... Inter-segment revenue ............ Revenue from external customers(ii) .... EBITDA(ii) ........ Capital expenditures (iii) .................... Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 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 .............................................................................. Amortization ............................................................................. Share of profit in joint venture ................................................. Other operating income (expenses), net ................................. (978) (360) 42 10 (999) (345) 32 (2) (804) (310) 210 5 Interest and other financial expenses ...................................... (712) (617) (495) Interest and other financial income ......................................... Revaluation of previously held interests in Guatemala .......... Other non-operating (expenses) income, net ......................... Profit (loss) from other joint ventures and associates, net ...... Honduras as joint venture ........................................................ Unallocated expenses and other reconciling items (i) ............ Profit before taxes from continuing operations ................ 28 — 36 (3) (272) (225) 175 18 — (78) — (262) (148) 238 23 670 (49) (40) (259) (864) 728 (i) The unallocated expenses are primarily related to centrally managed costs. F-36 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 B.4. People Number of permanent employees Subsidiaries (i) ..................................................................................................................................... Joint ventures (ii) ................................................................................................................................ Total .................................................................................................................................................... 2023 2022 2021 15,742 785 16,527 18,534 912 19,446 19,749 938 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 .......................................................................................................... Share based compensation ..................................................................................... Pension and other long-term benefit costs ............................................................ B.4.1. B.4.2. Other employees related costs ............................................................................... (73) (52) (3) (24) (69) (29) (2) (22) (66) (16) (6) (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 $87 million of severance costs and other redundancies (including the acceleration of share-based compensation and consulting costs related to this cost reduction project).. B.4.1. Share-based compensation 1. Equity-settled Millicom shares granted to management and key employees includes share-based compensation in the form of long-term share incentive plans. Since 2016, Millicom has two types of annual plans, a performance share plan (PSP) and a deferred share plan (DSP). The different plans are further detailed below. Cost of share-based compensation 2019 incentive plans 2020 incentive plans 2021 incentive plans 2022 incentive plans 2023 incentive plans Total share based compensation Deferred share plan 2023 2022 2021 (US$ millions) — — (10) (10) (32) (52) — (3) (11) (15) — (29) 3 (3) (17) — — (17) 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 F-37 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 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)............................... Performance share plan 2022 (Relative TSR)............................... Performance share plan 2021 (Relative TSR)............................... Performance share plan 2020 (Relative TSR)............................... 4.66 2.01 0.29 0.61 Performance share plan 2019 (Relative TSR)............................... (0.24) 0.00 0.00 1.28 1.47 3.01 52.88 47.94 46.28 24.54 26.58 2.82 2.80 2.82 2.93 2.93 31.13 29.12 52.99 55.66 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. F-38 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 Plan awards and shares expected to vest Initial shares granted Additional shares granted(i) Effect of the Right Offering(ii) Revision for forfeitures Total before issuances Shares issued in 2020 Shares issued in 2021 Shares issued in 2022 Shares issued in 2023 2023 plans 2022 plans 2021 plans 2020 plans PSP DSP PSP DSP PSP DSP PSP DSP (number of shares) 818,842 2,375,143 306,641 865,862 451,363 536,890 341,897 370,131 — — — — — 47,588 — 5,824 — 5,928 83,926 227,947 115,575 93,375 20,862 32,526 (101,108) (51,309) (52,623) (54,595) (63,624) (45,747) — (41,791) 717,734 2,323,834 337,944 1,086,802 503,314 590,342 362,759 366,794 — — — — — — — — — — — — — (1,121) (5,760) (13,957) (2,071) (160,596) (31,124) (354,331) (29,885) (476,256) (120,419) (234,157) — — — — (3,571) (113,653) (100,362) (149,208) Performance conditions not met — — — — — — (362,759) Shares still expected to vest Estimated cost over the vesting period (US$ millions) 686,610 1,969,503 308,059 596,589 379,703 189,829 11 42 6 20 18 19 — — — — — (i) Additional shares granted represent grants made for new joiners and/or as per CEO contractual arrangements. 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 (ii) 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 F-39 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 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: $77 million). The average duration of the defined benefit obligation at December 31, 2023 is 4 years (2022: 4 years). The termination plans apply to employees that joined UNE prior to December 30, 1996. The level of payments depends on the number of years in which the employee has worked before retirement or termination of their contract with UNE. Except for the UNE pension plan described above, there are no other significant defined benefits plans in the Group. B.4.3. Directors and executive management The remuneration of the members of the Board of Directors comprises an annual fee and shares. Director remuneration is proposed by the Nomination Committee and approved by the shareholders at their Annual General Meeting (AGM). Remuneration charge for the non-executive Directors of the Board (gross of withholding tax) Chairperson ......................................................................................................................................... Other non-executive directors of the Board ...................................................................................... Total (i) ................................................................................................................................................ Shares beneficially owned by the non-executive Directors 2023 2022 2021 (US$ ’000) 315 1,408 1,723 315 1,360 1,675 300 1,338 1,638 Chairperson .................................................................................................................................................................... Other non-executive directors of the Board .................................................................................................................. Total (i) ........................................................................................................................................................................... 2023 2022 (number of shares) — 94,718 94,718 43,891 152,298 196,189 (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. F-40 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 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 2023 Base salary ................................................................................................................. Bonus ........................................................................................................................ Pension ..................................................................................................................... Other benefits ........................................................................................................... MSU (amount earned) .............................................................................................. Termination benefits ................................................................................................ Total before share based compensation ............................................................. Share based compensation(ii) ................................................................................. Total .......................................................................................................................... Other Executive Team Members (6 members) (i) Mr. Mauricio Ramos Mr. Sheldon Bruha (US$ ’000) 1,225 1,249 293 88 — — 2,856 11,831 14,687 644 493 173 140 — — 1,450 2,449 3,898 3,034 1,525 727 301 — 804 6,391 7,383 13,774 Mr. Mauricio Ramos Mr. Sheldon Bruha Mr. Tim Pennington (US$ ’000) Other Executive Team Members (5 members) (i) 2022 Base salary .............................................................................................................. Bonus ..................................................................................................................... Pension .................................................................................................................. Other benefits ........................................................................................................ MSU (amount earned) ........................................................................................... Termination benefits ............................................................................................. Total before share based compensation .......................................................... Share based compensation(ii) .............................................................................. Total ....................................................................................................................... 1,216 1,650 287 82 373 — 3,608 5,567 9,175 598 541 144 67 — — 1,351 688 2,039 581 — 87 40 67 877 1,653 888 2,540 2,883 2,044 663 312 174 — 6,076 4,927 11,004 F-41 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 Other Executive Team Members (5 members) (i) Mr. Mauricio Ramos Mr. Tim Pennington (US$ ’000) 2021 Base salary ........................................................................................................................................... Bonus ................................................................................................................................................... Pension ................................................................................................................................................ Other benefits ..................................................................................................................................... MSU (amount earned) ......................................................................................................................... Total before share based compensation ....................................................................................... Share based compensation(ii) ........................................................................................................... 1,185 2,164 284 88 991 4,712 7,914 Total .................................................................................................................................................... 12,626 708 969 106 46 198 2,027 1,652 3,679 2,783 2,718 652 791 545 7,489 5,383 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). 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 (ii) 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 Share awards not vested ..................................................................................................................... 1,082,451 259,694 490,736 719,642 1,573,187 2022 Share ownership (vested from equity plans and otherwise acquired) ............................................. Share awards not vested ..................................................................................................................... 426,607 519,006 297,061 593,765 723,668 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. Change in fair value in investment in Milvik (i) .......................................... Change in fair value in investment in HT (ii) .............................................. C.7.3. Change in value of call option asset and put option liability (iii) .............. C.7.4. Exchange gains (losses), net ....................................................................... Other .......................................................................................................... Total other non-operating (expenses) income, net 4 — — (2) 31 3 36 12 (6) — (1) (84) 1 (78) 3 — 18 (31) (42) 2 (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" F-42 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 (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 Income tax (charge) credit Withholding tax ................................................................................................................................... Other income tax relating to the current year ................................................................................... Adjustments in respect of prior years ................................................................................................ Total Deferred tax (charge) credit Origination and reversal of temporary differences ........................................................................... Effect of change in tax rates ................................................................................................................ Tax income (expense) before valuation allowances .......................................................................... (Increase)/decrease in unrecognised deferred tax assets and impairment(i) ................................... Total Adjustments in respect of prior years ................................................................................................ Tax (charge) credit on continuing operations ................................................................................... Tax (charge) credit on discontinuing operations ............................................................................... Tax expense ....................................................................................................................................... 2023 2022 2021 (US$ millions) (81) (170) (10) (261) 44 1 45 (209) (164) 1 (163) (424) — (424) (70) (165) (39) (274) 168 — 168 (114) 54 (2) 52 (222) (3) (225) (56) (106) (13) (175) 72 29 101 (81) 20 (3) 17 (158) (31) (189) (i) Mainly due to the impairment of tax credits and deferred tax assets, resulting from the application of IAS12 over their recognition. F-43 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 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 Profit before tax .......... 175 Tax at the weighted average statutory rate ............................ Effect of: Items taxed at a different rate ............. Change in tax rates on deferred tax balances .................... Expenditure not deductible and income not taxable .. Unrelieved withholding tax ........ Accounting for associates and joint ventures .................... Movement in deferred tax on unremitted earnings Unrecognized deferred tax assets and impairment of deferred tax assets ... Recognition of previously unrecognized deferred tax assets ... Adjustments in respect of prior years .......................... (27) 10 1 (121) (80) 13 (2) (209) — (9) Tax expense ............ (424) Weighted average statutory tax rate ...... 15.4% Effective tax rate ....... 242.3% 4 (1) — — 1 — — — — — — — 179 (28) 10 1 (120) 238 (47) 37 — 1 (80) (68) 13 (2) 9 1 (US$ millions) 116 (27) 354 728 (74) (153) — — 26 — — — 37 — 27 9 29 83 (68) (55) 9 1 41 (15) 3 (1) — — (4) — — — 731 (154) 9 29 79 (55) 41 (15) (209) (114) (2) (116) (138) (6) (144) — — — — 57 — 57 (9) (41) (424) (222) — (3) (41) (16) (20) (36) (225) (158) (31) (189) 15.6% 19.7% 20.9% 21.0% 236.9% 93.3% 63.6% 21.7% 21.1% 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 F-44 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 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 ........................... Deferred tax assets ................................................. Deferred tax liabilities ............................................ Balance at December 31, 2021 ........................... Transfers to Assets Held for Sale ............................ (Charge)/credit to income statement .................... Charge to Other Comprehensive Income ............. Exchange differences ............................................. Balance at December 31, 2022 ........................... Deferred tax assets ................................................. Deferred tax liabilities ............................................ Balance at December 31, 2022 ........................... (Charge)/credit to income statement .................... Charge to Other Comprehensive Income ............. Reclassification from other accounts (i) ................ Exchange differences ............................................. Balance at December 31, 2023 ........................... Deferred tax assets ................................................. Deferred tax liabilities ............................................ Balance at December 31, 2023 ........................... (130) 97 (227) (130) 57 29 — — (44) 109 (153) (44) (92) — 96 7 (33) 88 (121) (33) 156 156 — 156 — (131) — (3) 22 22 — 22 (24) — — 2 — — — — (26) — (26) (26) — 1 — — (25) — (25) (25) (2) — — 1 (26) — (26) (26) (34) 162 (196) (34) (9) 153 1 (8) 103 104 (1) 103 (47) (1) — 4 60 64 (4) 60 — (235) 235 — — — — — — (31) 31 — — — — — — (11) 11 — (34) 180 (214) (34) 48 52 1 (11) 56 204 (148) 56 (165) (1) 96 14 1 141 (140) 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: F-45 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 At December 31, 2023 ............................................................................................. At December 31, 2022 ............................................................................................. 122 90 5,623 5,535 518 71 6,263 5,696 Unrecognized tax losses carryforward related to continuing operations expire as follows: Fixed assets Unused tax losses Other Total (US$ millions) 2023 2022 (US$ millions) Expiry: Within one year ................................................................................................................................... Within one to five years ...................................................................................................................... After five years ..................................................................................................................................... No expiry ............................................................................................................................................. Total .................................................................................................................................................... 1 15 1,612 3,995 5,623 — 3 1,598 3,934 5,535 The Group has unrecognized tax losses in the following jurisdictions: Jurisdiction: Luxembourg ........................................................................................................................................ Colombia .............................................................................................................................................. Sweden ................................................................................................................................................ Panama ................................................................................................................................................ The Netherlands .................................................................................................................................. Bolivia ................................................................................................................................................... Curacao ................................................................................................................................................ United Kingdom .................................................................................................................................. Unrecognized tax losses ................................................................................................................... 2023 2022 (US$ millions) 5,108 479 16 12 3 3 1 1 5,623 5,197 222 16 — 4 2 94 — 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 $26 million) has been provided, it is anticipated that intra- group dividends paid in future periods will be made out of profits of future periods. F-46 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 B.7. Earnings per share Basic earnings (loss) per share are calculated by dividing net profit for the year attributable to equity holders of the Company by the weighted average number of ordinary shares outstanding during each year. Diluted earnings (loss) per share are calculated by dividing the net profit for the year attributable to equity holders of the Company by the weighted average number of ordinary shares outstanding during each year, plus the weighted average number of dilutive potential shares. Net profit/(loss) used in the earnings (loss) per share computation 2023 2022 2021(ii) (US$ millions) Basic and Diluted Net profit (loss) attributable to equity holders from continuing operations ....................................... Net profit (loss) attributable to equity holders from discontinued operations .................................... Net profit (loss) attributable to all equity holders to determine the profit (loss) per share ............... (86) 4 (82) 64 113 177 618 (28) 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 Basic Earnings (loss) per common share for profit (loss) from continuing operations attributable to owners of the Company ......................................................................................................................... Earnings (loss) per common share for profit (loss) from discontinued operations attributable to owners of the Company ......................................................................................................................... Earnings (loss) per common share for profit (loss) for the period attributable to owners of the Company ................................................................................................................................................. Diluted Earnings (loss) per common share for profit (loss) from continuing operations attributable to owners of the Company .......................................................................................................................... Earnings (loss) per common share for profit (loss) from discontinued operations attributable to owners of the Company .......................................................................................................................... Earnings (loss) per common share for profit (loss) for the period attributable to owners of the Company .................................................................................................................................................. (0.50) 0.02 (0.48) (0.50) 0.02 (0.48) (U.S. dollars) 0.46 0.81 1.27 0.46 0.81 1.27 4.81 (0.22) 4.59 4.79 (0.22) 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 F-47 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 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 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 ................................................................................................................................................ Share capital (US$ millions) .................................................................................................................................. Share premium (US$ millions) .............................................................................................................................. Total (US$ millions) ............................................................................................................................................ 1.50 258 1,076 1,334 1.50 258 1,085 1,343 2023 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. 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 $611 million had been allocated to the Group's share premium account. Other equity reserves Equity settled transaction reserve Hedge reserve Currency translation reserve Pension obligation reserve Total Legal reserve As of January 1, 2021 ..................................... Share based compensation .............................. Issuance of shares with respect to LTIPs .......... Remeasurements of post-employment benefit obligations ........................................... Cash flow hedge reserve movement ............... Currency translation movement ...................... As of December 31, 2021 ............................... Share based compensation .............................. Issuance of shares with respect to LTIPs .......... Remeasurements of post-employment benefit obligations ........................................... Cash flow hedge reserve movement ............... Currency translation movement ...................... As of December 31, 2022 ............................... Share based compensation .............................. Issuance of shares with respect to LTIPs .......... Remeasurements of post-employment benefit obligations ........................................... Transfer to legal reserves .................................. Cash flow hedge reserve movement ............... Currency translation movement ...................... As of December 31, 2023 ............................... C.1.1. Legal reserve 50 18 (25) — — — 43 25 (17) — — — 51 50 (40) — — — — 61 16 — — — — — 16 — — — — — 16 — — — 2 — — 18 F-48 (US$ millions) (19) (605) (4) — — — 14 1 (3) — — — 8 — 5 — — — — (7) — (2) — — — — (41) (646) — — — — 20 (626) — — — — — 56 — — 2 — — (3) — — (2) 1 — (4) — — (2) — — — (562) 18 (25) 2 14 (41) (593) 25 (17) (2) 9 20 (559) 50 (40) (2) 2 (7) 56 (571) (6) (500) Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 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: $486 million) of Millicom’s retained profits represent statutory reserves that are unavailable to be distributed to owners of the Company. C.3. Debt and financing F-49 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 Debt and financing by type (i) Note 2023 2022 (US$ millions) Debt and financing due after more than one year Bonds ................................................................................................................................................... Banks .................................................................................................................................................... Other financing (ii) .............................................................................................................................. Total non-current financing ............................................................................................................ Less: portion payable within one year ................................................................................................ Total non-current financing due after more than one year ........................................................ Debt and financing due within one year Bonds ................................................................................................................................................... Banks .................................................................................................................................................... Other financing ................................................................................................................................... Total current debt and financing .................................................................................................... Add: portion of non-current debt payable within one year .............................................................. Total .................................................................................................................................................... C.3.1. C.3.2. C.3.1. C.3.2. 4,638 1,832 38 6,508 (32) 6,476 111 59 18 188 32 221 4,879 1,776 30 6,686 (61) 6,624 101 18 — 119 61 180 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 /$50 million bilateral facility with IIC (Inter-American Development Bank) for a USD indexed to COP Note. The note bears interest at 9.450% p.a.. This COP Note is used as net investment hedge of the net assets of our operations in Colombia. Debt and financing by location Millicom International Cellular S.A. (Luxembourg) ............................................................................................................ Guatemala ....................................................................................................................................................................... Colombia ......................................................................................................................................................................... Paraguay ......................................................................................................................................................................... Bolivia .............................................................................................................................................................................. Panama ........................................................................................................................................................................... Costa Rica ........................................................................................................................................................................ El Salvador ....................................................................................................................................................................... Nicaragua ........................................................................................................................................................................ 2023 2022 (US$ millions) 2,388 1,463 713 665 246 759 142 174 148 2,573 1,465 605 678 260 773 128 173 147 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. F-50 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 C.3.1. Bond financing Bond financing Note Country Maturity Interest Rate % 2023 2022 (US$ millions) 2024 2027 2031 2026 2029 2028 2027 2024 2026 2029 2026 2029 2027 2030 2026 2028 2031 2026 2023 2024 2024 2029 2024 2026 2026 2028 2023 2024 2026 2036 2030 2028 2031 2036 2026 2027 2030 2032 STIBOR (i) + 2.350% STIBOR (i) + 3.000% 4.500 % 6.625 % 6.250 % 5.125 % 5.875 % 8.750 % 9.250 % 10.000 % 9.250 % 10.000 % 9.250 % 10.000 % 6.000 % 6.700 % 7.500 % 5.800 % 4.850 % 3.950 % 4.600 % 4.300 % 4.700 % 5.300 % 5.000 % 6.000 % CPI (ii) + 4.76% +9.35% CPI (ii) + 4.15% CPI (ii) + 4.89% 6.600 % 5.560 % CPI (ii) +2.61% CPI (ii) + 3.18% CPI + 8.10% CPI + 8.25% 4.500 % 5.125 % — 222 766 147 671 446 507 16 7 9 1 3 2 3 13 20 22 29 — 7 20 13 10 6 42 57 — 42 66 33 39 30 74 22 3 4 191 214 779 147 670 446 508 16 7 9 1 3 2 3 13 19 22 35 14 14 41 15 21 8 48 — 31 33 53 26 31 24 59 18 — — 575 823 4,750 589 870 4,980 SEK Variable Rate Notes ............................ SEK Variable Rate Notes ............................ USD 4.500% Senior Notes ......................... USD 6.625% Senior Notes ......................... USD 6.250% Senior Notes ......................... USD 5.125% Senior Notes ......................... USD 5.875% Senior Notes ......................... PYG 8.750% Notes (tranche A) ................. PYG 9.250% Notes (tranche B) .................. PYG 10.000% Notes (tranche C) ............... PYG 9.250% Notes (tranche D) ................. PYG 10.000% Notes (tranche E) ................ PYG 9.250% Notes (tranche F) .................. PYG 10.000% Notes (tranche G) ............... PYG 6.000% Notes (tranche H) ................. PYG 6.700% Notes (tranche I) ................... PYG 7.500% Notes (tranche J) .................. BOB 5.800% Notes .................................... BOB 4.850% Notes .................................... BOB 3.950% Notes .................................... BOB 4.600% Notes .................................... BOB 4.300% Notes .................................... BOB 4.700% Notes .................................... BOB 5.300% Notes .................................... BOB 5.000% Notes .................................... BOB 6.000% Notes .................................... UNE Bond 2 (tranches A and B) ................ UNE Bond 3 (tranche A) ............................ UNE Bond 3 (tranche B) ............................ UNE Bond 3 (tranche C) ............................ UNE Bond 6.600% ..................................... UNE Bond 4 (tranche A) ............................ UNE Bond 4 (tranche B) ............................ UNE Bond 4 (tranche C) ............................ UNE Bond 7 (tranche A) ............................ UNE Bond 7 (tranche B) ............................ USD 4.500% Senior Notes ......................... 1 Luxembourg 1 Luxembourg 2 Luxembourg 3 Luxembourg 4 Luxembourg 5 Luxembourg 6 Paraguay 6 Paraguay 6 Paraguay 6 Paraguay 6 Paraguay 6 Paraguay 6 Paraguay 6 Paraguay 6 Paraguay 6 Paraguay 6 Paraguay 7 Bolivia 7 Bolivia 7 Bolivia 7 Bolivia 7 Bolivia 7 Bolivia 7 Bolivia 7 Bolivia 7 Bolivia 8 Colombia 8 Colombia 8 Colombia 8 Colombia 8 Colombia 8 Colombia 8 Colombia 8 Colombia 8 Colombia 8 Colombia 9 Panama USD 5.125% Senior Notes ......................... 10 Guatemala Total bond financing .............................. (i) STIBOR – Swedish Interbank Offered Rate. (ii) CPI - Colombian Consumer Price Index F-51 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 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 F-52 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 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 F-53 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 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 $49 million has been recognized as financial income. The corresponding Notes have subsequently been cancelled. C.3.2. Bank and Development Financial Institution financing F-54 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 Note Country Maturity range Interest rate 2023 2022 (US$ millions) Fixed rate loans PYG Long-term loans ....................................... 1 Paraguay USD - Long-term loans ..................................... 2 Panama BOB Long-term loans ....................................... 3 Bolivia GTQ Long-term loans ....................................... Variable rate loans 8 Guatemala USD Long-term loans ....................................... 4 Costa Rica CRC Long-term loans ....................................... 4 Costa Rica 2023-2028 2025-2026 2023-2028 2023-2030 2026 2026 COP Long-term loans ....................................... 5 Colombia 2025-2031 USD Long-term loans ....................................... 5 Colombia 2024 USD Credit Facility / Senior Unsecured Term Loan Facility ...................................................... 6 El Salvador 2026-2027 USD Long-term loans ....................................... 6 Nicaragua USD Revolving Credit Facility(i) ....................... 7 Luxembourg USD DNB Bilateral ............................................. Total Bank and Development Financial Institution financing ...................................... 7 Luxembourg 2027 2025 2026 Fixed Fixed Fixed Fixed Variable Variable Variable Variable Variable Variable Variable Variable 63 185 62 640 32 110 331 50 174 148 (2) 100 76 185 64 595 32 96 280 50 173 147 (3) 99 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. F-55 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 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. F-56 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 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: Interest expense on bonds and bank financing ................................................................................ Interest expense on leases .................................................................................................................. Early redemption charges ................................................................................................................... Others .................................................................................................................................................. Total interest and other financial expenses ...................................................................................... C.3.4. Guarantees and pledged assets 2023 2022 2021 (US$ millions) (477) (117) (1) (117) (712) (434) (124) — (59) (617) (329) (113) (5) (47) (495) F-57 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 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 ................................................ 1-3 years .............................................. 3-5 years .............................................. Total .................................................... 15 322 169 505 13 70 418 501 1 — — 1 2 — — 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 ............................................................................................................................................................ Non-Current .................................................................................................................................................... Total Lease liabilities .................................................................................................................................... 189 854 1,043 163 853 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. F-58 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 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 F-59 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 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 Cash and cash equivalents in USD ................................................................................................................................. Cash and cash equivalents in other currencies ............................................................................................................. Total cash and cash equivalents ................................................................................................................................. 2023 2022 (US$ millions) 531 244 775 820 220 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 Mobile Financial Services ............................................................................................................................................... Others .............................................................................................................................................................................. Restricted cash .............................................................................................................................................................. 2023 2022 (US$ millions) 49 8 56 50 6 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 $6 million pledged deposits (2022: nil). C.6. Net debt and net financing obligations Net debt 'Net debt' is debt and financial liabilities, including derivative instruments (assets and liabilities), less cash and pledged and time deposits. In 2023, the definition of Net Debt has changed to include derivative financial instruments in order to have a more comprehensive view of our financial obligations. 2022 figures have also been represented accordingly. F-60 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 Gross debt (i) ................................................................................................................................................................... Add (less) derivatives & vendor financing related to debt (note D.1.2.) ....................................................................... Less: Cash and cash equivalents ............................................................................................................................................. Pledged deposits ............................................................................................................................................................ Net debt ......................................................................................................................................................................... 2023 2022 (US$ millions) 6,678 58 (775) (6) 5,956 6,804 34 (1,039) — 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 895 179 — — (11) (24) — — 1,039 (270) — — 6 775 35 (35) — — — — — — — 5 — — — 6 7,744 (557) — 9 (197) (189) 1 (8) 6,804 (288) — (1) 163 6,678 (20) (14) — — 69 — — — 34 14 — — 10 58 1,167 (157) 251 — (63) (184) 2 — 1,016 (177) 142 — 61 7,961 (872) 251 9 (181) (349) 4 (8) 6,814 (185) 142 (1) 229 1,043 6,999 Net financial obligations as at January 1, 2022 ................................................................ Cash flows ....................................................... Recognition / Remeasurement ...................... Interest accretion ............................................ Foreign exchange movements ...................... Transfers to/from assets held for sale ............ Transfers .......................................................... Other non-cash movements .......................... Net financial obligations as at December 31, 2022 .......................................................... Cash flows ....................................................... Recognition / Remeasurement ...................... Interest accretion ............................................ Foreign exchange movements ...................... Net financial obligations as at December 31, 2023 .......................................................... 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. F-61 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 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: F-62 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 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. F-63 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 Fair values of financial instruments at December 31, Carrying value Fair value Note 2023 2022 2023 2022 (US$ millions) Financial assets Derivative financial instruments ...................................................... Other non-current assets ................................................................. Trade receivables, net ....................................................................... Amounts due from non-controlling interests, associates and joint venture partners ....................................................................... Supplier advances for capital expenditures .................................... Other current assets ......................................................................... Restricted cash .................................................................................. Cash and cash equivalents ............................................................... Total financial assets ...................................................................... Current .............................................................................................. Non-current ...................................................................................... Financial liabilities G.5. C.5.2. C.5.1. Debt and financing (i) ....................................................................... C.3. Trade payables .................................................................................. Payables and accruals for capital expenditure ................................ Derivative financial instruments ...................................................... Put option liability ............................................................................ C.7.4. Amounts due to non-controlling interests, associates and joint venture partners ............................................................................... Accrued interest and other expenses .............................................. Other liabilities .................................................................................. Total financial liabilities ................................................................ Current .............................................................................................. Non-current ...................................................................................... G.5. (i) Fair values are measured with reference to Level 1 (for listed bonds) or level 2. C.7.3. Equity investments 6 84 443 12 21 190 56 775 1,587 1,503 84 6,678 390 314 46 86 74 444 1,128 9,161 1,670 7,491 19 76 379 15 21 197 57 1,039 1,803 1,708 95 6,804 400 428 53 — 58 412 658 8,812 1,602 7,210 6 84 443 12 21 190 56 775 1,587 1,503 84 6,086 390 314 46 86 74 444 1,128 8,569 1,689 6,881 19 76 379 15 21 197 57 1,039 1,803 1,708 95 6,327 400 428 53 — 58 412 658 8,335 1,602 6,733 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 F-64 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 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 $86 million. D. Financial risk management Exposure to interest rate, foreign currency, non-repatriation, liquidity, capital management and credit risks arise in the normal course of Millicom’s business. As part of the annual review of the above mentioned risks, the Group targets a strategy with respect to the use of derivatives and natural hedging instruments ranging from raising debt in local currency (where the Group targets to maintain 40% of debt in local currency) to maintaining at least a 75/25% mix between fixed and floating rate debt or agreeing to cover up to six months forward of operating costs and capex denominated in non-functional currencies through a rolling and layering strategy. Millicom’s financial risk management strategies may include the use of derivatives to the extent a market would exist in the jurisdictions where the Group operates. Millicom’s policy prohibits the use of such derivatives in the context of speculative trading. Accounting policies for derivatives is further detailed in note C.7. On December 31, 2023 and 2022 fair value of derivatives held by the Group can be summarized as follows: Derivatives Cash flow hedge derivatives .......................................................................................................................................... Net derivative asset (liability) ..................................................................................................................................... (40) (40) (34) (34) 2023 2022 (US$ millions) 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 1 year 1–2 years 2–3 years 3–4 years 4–5 years >5 years Total Amounts due within: (US$ millions) 190 12 202 369 76 445 403 433 836 6.85 % 6.81 % 7.93 % 582 420 1,002 6.98 % 855 147 1,002 6.75 % 2,912 279 3,191 5,311 1,367 6,678 5.83 % 6.56 % Fixed rate financing ............... Floating rate financing .......... Total(i) ................................... Weighted average nominal interest rate ........................... (i) Excluding vendor financing of $18 million, due within one year, as of December 31, 2023 Financing at December 31, 2022 F-65 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 Fixed rate financing ............... Floating rate financing .......... Total ...................................... Weighted average nominal interest rate ........................... 1 year 1–2 years 2–3 years 3–4 years 4–5 years >5 years Total Amounts due within: (US$ millions) 131 49 180 383 12 394 501 63 564 376 402 777 718 404 1,122 3,466 300 3,766 5,574 1,230 6,804 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 for 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 $34 million ). Interest rate and currency swaps are measured with reference to Level 2 of the fair value hierarchy.There are no other derivative financial instruments with a significant fair value at December 31, 2023. D.2. Foreign currency risks The Group is exposed to foreign exchange risk arising from various currency exposures in the countries in which it operates. Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities and net investments in foreign operations. Millicom seeks to reduce its foreign currency exposure through a policy of matching, as far as possible, assets and liabilities denominated in foreign currencies, or entering into agreements that limit the risk of exposure to currency fluctuations against the US dollar reporting currency. In some cases, Millicom may also borrow in US dollars where it is either commercially more advantageous for joint ventures and subsidiaries to incur debt obligations in US dollars or where US dollar denominated borrowing is the only funding source available to a joint venture or subsidiary. In these circumstances, Millicom accepts the remaining currency risk associated with financing its joint ventures and subsidiaries, principally because of the relatively high cost of forward cover, when available, in the currencies in which the Group operates. D.2.1. Debt denominated in US dollars and other currencies Debt denomination at December 31 F-66 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 2023 2022 (US$ millions) Debt denominated in US dollars ................................................................................................................................ 3,859 4,100 Debt denominated in currencies of the following countries: Guatemala ....................................................................................................................................................................... Colombia ......................................................................................................................................................................... Bolivia .............................................................................................................................................................................. Paraguay ......................................................................................................................................................................... El Salvador(i) ................................................................................................................................................................... Panama(i) ........................................................................................................................................................................ Luxembourg (COP denominated) ................................................................................................................................. Costa Rica ........................................................................................................................................................................ Total debt denominated in other currencies ............................................................................................................ Total debt (ii) ................................................................................................................................................................. 640 694 246 158 174 759 38 110 595 605 260 171 173 773 30 96 2,819 6,678 2,704 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. F-67 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 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 .......................................................... Lease liability ............................................................................................................ Cash and equivalents ............................................................................................... Derivative and vendor financing ............................................................................. Pledged deposits ..................................................................................................... Net cash (debt) including derivatives related to debt ...................................... Future interest commitments related to debt and financing ................................ Future interest commitments related to leases ..................................................... Trade payables (excluding accruals) ....................................................................... Other financial liabilities (including accruals) ......................................................... Trade receivables ..................................................................................................... Other financial assets ............................................................................................... 1 (189) 775 (12) 5 377 (427) (108) (582) (957) 443 224 24 (498) — (46) — (3,829) (1,270) (286) — — — 78 41 (355) — — — (3,547) (93) (108) — — — — 66 (1,043) 775 (58) 6 (6,999) (1,791) (502) (582) (957) 443 302 Net financial liabilities .......................................................................................... (1,031) (5,306) (3,748) (10,086) (i) Excluding vendor financing of $18 million as of December 31, 2023. Maturity profile of net financial liabilities at December 31, 2022 F-68 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 Less than 1 year 1 to 5 years >5yrs Total (US$ millions) Outstanding debt and financing ............................................................................. (181) (2,880) (3,813) (6,875) Outstanding amortized costs undiscounted .......................................................... Lease liability ............................................................................................................ Cash and equivalents ............................................................................................... Derivative financial instruments ............................................................................. Net cash (debt) including derivatives related to debt Future interest commitments related to debt and financing ................................ Future interest commitments related to leases Trade payables (excluding accruals) Other financial liabilities (including accruals) Trade receivables Other financial assets ............................................................................................... 1 (163) 1,039 — 697 (416) (106) (689) (867) 379 232 23 (478) — (34) (3,370) (1,349) (290) — — — 71 47 (374) — — (4,141) (111) (135) — — — — 71 (1,016) 1,039 (34) (6,814) (1,877) (531) (689) (867) 379 303 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. Lease interest expense ........................................................................................................................ Right of use assets depreciation ......................................................................................................... E.3. EBITDAaL (ii) ...................................................................................................................................... Net debt (iii) ....................................................................................................................................... C.6. 2,111 (117) (183) 1,812 5,956 2,228 (124) (168) 1,936 5,799 Net debt to EBITDAaL (iv) ................................................................................................................. 3.29 x 2.99 x (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. F-69 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 Net debt ............................................................................................................................................... Equity attributable to Owners of the Company ................................................................................. C.6. C.1. Net debt and equity ............................................................................................................................ Gearing ratio ........................................................................................................................................ 5,956 3,529 9,485 0.63 5,799 3,605 9,404 0.62 Note 2023 2022 (US$ millions) 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 F-70 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 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: Estimated useful lives Trademarks ................................................................................................................................................................................................. Customer lists ............................................................................................................................................................................................. Years 1 to 15 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 F-71 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 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 Licenses and Spectrum Customer Lists Goodwill IRUs Trademarks Other (i) Total Opening balance, net ...................................... 4,059 Additions ............................................................ Amortization charge ........................................... Impairment ......................................................... Transfers ............................................................. Exchange rate movements ................................ Closing balance, net ........................................ Cost or valuation ................................................ Accumulated amortization and impairment .... — — — — 48 4,107 4,107 — Net ...................................................................... 4,107 1,558 Movements in intangible assets in 2022 (US$ millions) 1,094 406 864 — 40 1 (116) (96) (12) — 4 171 1,558 2,407 (849) — — 1 769 1,206 (437) 769 — 1 4 33 178 (145) 33 910 — — — — — 910 1,243 (333) 910 394 115 (137) (1) 11 26 408 1,275 7,361 522 (361) (1) 16 249 7,785 10,416 (867) (2,631) 408 7,785 Licenses and Spectrum Customer Lists Goodwill IRUs Trademarks Other (i) Total (US$ millions) 1,120 195 970 — 71 1 920 — 379 150 (106) (14) (1) (130) — — — — — 864 1,199 (335) 864 — — (17) 3 (4) 40 158 (118) 40 — — (10) — — 910 1,237 (327) 910 7,558 345 (345) (6) (9) (57) 24 (6) — (2) 28 (25) (147) 394 1,133 7,361 9,573 (740) (2,212) 394 7,361 Opening balance, net .................................... 4,098 Additions .......................................................... Amortization charge ......................................... Impairment (ii) .................................................. Disposals, net .................................................... Transfer to/from held for sale ........................... Transfers ............................................................ Exchange rate movements .............................. Closing balance, net ....................................... Cost or valuation .............................................. Accumulated amortization and impairment .. — — — — (12) — (26) (96) — (9) (18) (7) (91) 4,059 4,059 — 1,094 1,786 (692) Net .................................................................... 4,059 1,094 (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 $12 million, as accelerated amortization and impairment charges. F-72 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 E.1.4. Cash used for the purchase of other intangible assets Cash used for intangible asset additions Additions ...................................................................... Change in accruals and payables for intangibles ....... Cash used for additions ................................................. 2023 2022 2021 (US$ millions) 150 (16) 133 258 (79) 179 126 (29) 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 ........................................................................................................................................................................... El Salvador ....................................................................................................................................................................... Costa Rica ........................................................................................................................................................................ Paraguay ......................................................................................................................................................................... Colombia ......................................................................................................................................................................... Nicaragua ........................................................................................................................................................................ Bolivia .............................................................................................................................................................................. 907 194 135 44 155 197 3 907 194 118 44 123 199 3 Total .................................................................................................................................................................................... 4,107 4,059 Allocation of indefinite useful life trademarks to cash generating units (CGUs) Guatemala ....................................................................................................................................................................... Total .................................................................................................................................................................................... 2023 2022 (US$ millions) 910 910 910 910 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 F-73 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 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 ..................................... Colombia ................................ Guatemala .............................. Costa Rica ............................... El Salvador .............................. Nicaragua ............................... Panamá .................................. Paraguay ................................ 41.3 39.6 53.3 39.8 41.7 47.5 46.5 46.8 41.2 36.0 51.2 37.5 41.0 46.8 46.9 44.5 13.6 12.3 11.3 16.2 13.6 13.8 13.1 14.5 15.2 17.2 11.6 15.5 13.0 14.5 14.9 14.9 1.0 2.0 1.0 2.0 1.0 3.0 1.0 1.0 1.0 2.0 1.0 2.0 1.0 2.5 1.0 1.0 15.4 10.7 9.7 10.1 12.1 15.5 8.9 9.8 9.8 11.4 10.1 11.8 14.1 15.0 8.8 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 WACC rates ....................... Perpetual growth rates .... Operating variables EBITDA margin ................. CAPEX intensity ................ 2023 +/- 2 +/-1 +/-2 +/-1 2022 +/-2 +/-1 +/-2 +/-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). F-74 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 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 . Change required for carrying value to equal recoverable amount Financial variables WACC rate Perpetual growth rates Operating variables Average EBITDA margin CAPEX intensity 2023 CGU 2022 CGU Nicaragua Colombia Nicaragua +154bps n/a n/a n/a +82bps n/a +-107bps +13bps +117bps n/a n/a 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. F-75 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 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 Additions ......................................................................... Impairments/reversal of impairment, net ...................... Disposals, net ................................................................... Depreciation charge ........................................................ Asset retirement obligations ........................................... Transfers .......................................................................... Exchange rate movements ............................................. Other ................................................................................ Closing balance, net ..................................................... Cost or valuation ............................................................. Accumulated depreciation and impairment ................. Net at December 31, 2023 ............................................ 161 (2) (16) (751) 29 566 165 14 2,507 8,924 (6,417) 2,507 180 2 — — (19) 1 (2) 13 (12) 162 310 (148) 162 418 525 — (3) — — (570) 24 — 394 394 — 394 50 5 — — (25) — 13 1 — 44 352 (307) 44 2,989 693 (2) (20) (794) 30 6 203 2 3,107 9,980 (6,873) 3,107 Movements in tangible assets in 2022 Opening balance, net ................................................... Additions ......................................................................... Impairments/reversal of impairment, net ...................... Disposals, net ................................................................... Depreciation charge ........................................................ Asset retirement obligations ........................................... Transfers .......................................................................... Transfers from/(to) assets held for sale (see note E.4.) ................................................................... Exchange rate movements ............................................. Closing balance, net ..................................................... Cost or valuation ............................................................. Accumulated depreciation and impairment ................. Net at December 31, 2022 ............................................ Network equipment Land and buildings Construction in progress Other(i) Total (US$ millions) 2,691 157 — (16) (791) 17 577 (141) (153) 2,340 8,071 (5,731) 2,340 200 3 — (5) (21) — 22 (6) (12) 180 348 (168) 180 428 655 — (8) — — (632) (13) (11) 418 418 — 418 63 9 1 — (28) — 12 (6) (2) 50 345 (296) 50 3,382 823 — (29) (840) 18 (21) (166) (178) 2,989 9,183 (6,194) 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 F-76 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 Cash used for property, plant and equipment Additions ............................................................................................................................................. Change in advances to suppliers ........................................................................................................ Change in accruals and payables for property, plant and equipment ............................................. Other .................................................................................................................................................... Cash used ........................................................................................................................................... 2023 2022 2021 (US$ millions) 694 3 116 — 814 823 (3) (20) — 800 787 (6) (40) (1) 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 Opening balance, net Additions ....................................................... Modifications ................................................. Disposals ........................................................ Depreciation .................................................. Asset retirement obligations ........................ Transfers ........................................................ Exchange rate movements ........................... Other .............................................................. Closing balance, net Cost of valuation ........................................... Accumulated depreciation and impairment Net at 31 December 2023 Movements in right of use assets in 2022 Land and buildings Sites rental Tower rental (US$ millions) Other network equipment Capacity Other Total 142 4 6 (1) (38) — 1 16 — 130 280 (150) 130 181 10 27 (2) (45) (1) 7 2 (2) 177 369 (192) 177 505 42 51 (1) (90) (2) 2 31 — 537 929 (392) 537 16 — 2 — (1) — (2) — — 16 26 (10) 16 28 7 1 — (6) — (2) — — 27 47 (19) 27 13 1 — — (3) — (1) — — 9 21 (12) 9 884 63 87 (5) (183) (3) 4 50 (2) 896 1,671 (776) 896 F-77 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 Right-of-use assets Land and buildings Sites rental Tower rental Capacity Other network equipment Other Total Opening balance, net Additions ................................... Modifications ............................ Impairments .............................. Disposals ................................... Depreciation ............................. Asset retirement obligations .... Transfers .................................... Transfer to/from held for sale ... Exchange rate movements ....... Closing balance, net Cost of valuation ....................... Accumulated depreciation and impairment ........................ Net at 31 December 2022 169 23 11 (1) (3) (38) — — (3) (16) 142 249 (107) 142 (US$ millions) 201 23 18 — (1) (42) 2 (14) (2) (4) 181 325 (144) 181 587 77 104 — (5) (83) — 17 (158) (34) 505 780 (275) 505 29 — — — — (5) — 3 — — 28 39 (11) 28 25 2 1 — — (4) 1 (7) — — 16 28 (11) 16 13 2 1 — — 1,024 127 135 (1) (9) (3) (176) — — — — 13 22 (9) 13 3 (2) (163) (54) 884 1,442 (558) 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. Gross trade receivables .................................................................................................................................................. Less: provisions for expected credit losses .................................................................................................................... Trade receivables, net .................................................................................................................................................. 2023 2022 (US$ millions) 851 (408) 443 694 (315) 379 F-78 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 Aging of trade receivables Neither past due nor impaired Past due (net of impairments) 30–90 days >90 days Total (US$ millions) 2023: Telecom operators ................................................................................................... Own customers ........................................................................................................ Others ....................................................................................................................... Total 2022: Telecom operators ................................................................................................... Own customers ........................................................................................................ Others ....................................................................................................................... Total 19 263 37 319 7 211 39 257 5 49 7 61 13 54 7 74 4 51 8 63 5 39 5 48 28 364 52 443 25 304 51 379 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 Telephone and equipment ............................................................................................................................................ SIM cards ......................................................................................................................................................................... Other ............................................................................................................................................................................... Inventory at December 31, .......................................................................................................................................... F.3. Trade payables 2023 2022 (US$ millions) 27 4 14 45 39 4 10 53 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 F-79 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 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 Deferred revenue ............................................................................................................................................................ Customer deposits .......................................................................................................................................................... Current legal provisions ................................................................................................................................................. Tax payables ................................................................................................................................................................... Customer and MFS distributor cash balances ............................................................................................................... Withholding tax on payments to third parties .............................................................................................................. Other current liabilities(i) ............................................................................................................................................... Total ................................................................................................................................................................................ 96 12 8 72 45 22 119 374 2023 2022 (US$ millions) (i) Includes $15 million (2022: $8 million) of tax risk liabilities not related to income tax. F.4.2. Non-current provisions and other liabilities Non-current Non-current legal provisions ......................................................................................................................................... Long-term portion of asset retirement obligations ...................................................................................................... Long-term portion of deferred income on tower sale and leasebacks recognized .................................................... Long-term employment obligations ............................................................................................................................. Other non-current liabilities ........................................................................................................................................... Total ................................................................................................................................................................................ 6 173 31 51 68 330 2023 2022 (US$ millions) 93 13 12 61 47 15 64 305 16 155 32 37 55 295 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. F-80 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 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 $181 million. F.5. Assets and liabilities related to contract with customers Contract assets, net Long-term portion ............................................................................................................................................................... Short-term portion ............................................................................................................................................................... Less: provisions for expected credit losses ......................................................................................................................... Total ..................................................................................................................................................................................... 21 65 (4) 82 2023 2022 (US$ millions) Contract liabilities Long-term portion ............................................................................................................................................................... Short-term portion ............................................................................................................................................................... Total ..................................................................................................................................................................................... 74 82 156 2023 2022 (US$ millions) 21 61 (5) 77 2 87 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 $1 million in the 2025 financial year or later). This amount does not consider contracts that have an original expected duration of one year or less, neither contracts in which consideration from a customer corresponds to the value of the entity’s performance obligation to the customer (i.e. billing corresponds to accounting revenue). Contract costs, net (i) Net at January 1 ................................................................................................................................................................. Contract costs capitalized ................................................................................................................................................... Amortization of contract costs ............................................................................................................................................ Net at December 31 ........................................................................................................................................................... 2023 2022 (US$ millions) 10 5 (4) 12 8 5 (3) 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 F-81 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 G.1. Fees to auditors Audit fees ............................................................................................................................................. Audit related fees ................................................................................................................................ Tax fees ................................................................................................................................................ Other fees ............................................................................................................................................ Total .................................................................................................................................................... G.2. Capital and operational commitments 2023 2022 2021 (US$ millions) 5.6 0.8 0.2 0.3 6.9 5.1 1.3 0.2 0.2 6.8 5.2 1.4 0.1 0.4 7.1 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 F-82 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 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 ....................................................... Acquisition of lease right of use assets obtained in exchange of lease liabilities . Asset retirement obligations ................................................................................... E.2.2. E.3. E.2.2. Financing activities Share based compensation ..................................................................................... B.4.1. 121 63 30 52 (23) 127 18 29 (47) 106 32 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.). F-83 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 • 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) ................................................................................. Purchases of goods and services from EPM ....................................................................................... Other expenses ................................................................................................................................... Total .................................................................................................................................................... — (45) (10) (55) — (45) (18) (63) (165) (39) (16) (220) Income and gains 2023 2022 2021 (US$ millions) Sale of goods and services to Miffin (i) ............................................................................................... Sale of goods and services to EPM ..................................................................................................... Other revenue ..................................................................................................................................... Total .................................................................................................................................................... — 12 — 12 — 11 1 11 (i) Miffin entities are not considered as related parties since November 12, 2021. The Group had the following balances with related parties: Liabilities December 31 2023 2022 (US$ millions) Payables to Honduras joint venture(ii) .......................................................................................................................... Payables to EPM .............................................................................................................................................................. Other accounts payable ................................................................................................................................................. Total ................................................................................................................................................................................ 68 33 2 103 (ii) Mainly dividends. 299 14 2 314 48 39 2 88 F-84 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 Assets December 31 2023 2022 (US$ millions) Receivables from EPM .................................................................................................................................................... Receivables from Honduras joint venture ..................................................................................................................... Total ................................................................................................................................................................................ 2 9 12 2 13 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 Year ended December 31, 2023 Revenue ........................................................................... Equipment, programming and other direct costs .......... Operating expenses ......................................................... Depreciation .................................................................... Amortization .................................................................... Share of profit in Honduras joint venture ....................... Other operating income (expenses), net ........................ Operating profit ............................................................. Net financial expenses ..................................................... Other non-operating (expenses) income, net ................ Profit (loss) from other joint ventures and associates, net .................................................................................... Profit (loss) before taxes from continuing operations ...................................................................... Tax expense ..................................................................... Profit (loss) from continuing operations .................... Profit (loss) from discontinued operations, net of tax .... Net profit (loss) for the year ......................................... Millicom Group (A) Colombia Unrestricted Subsidiaries (B) Intercompany Eliminations (C) Millicom Restricted Group (A)-(B) net of (C) 1,313 (392) (501) (269) (100) — 9 60 (242) 32 — (150) (176) (326) — (326) — (3) 3 — — — — 1 10 — — 11 — 11 — 11 4,348 (1,118) (1,539) (709) (260) 42 1 766 (432) 4 (3) 336 (248) 87 4 91 5,661 (1,507) (2,043) (978) (360) 42 10 826 (684) 36 (3) 175 (424) (249) 4 (245) F-85 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 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 ............................................................... Property, plant and equipment, net ....................................... Right of use assets, net ............................................................ Investment in Honduras joint venture ................................... Contract costs, net ................................................................... Deferred tax assets .................................................................. Other non-current assets ........................................................ 7,785 3,107 896 576 12 141 84 1,152 884 229 — — 1 29 TOTAL NON-CURRENT ASSETS ............................................ 12,601 2,295 CURRENT ASSETS ................................................................... Inventories ............................................................................... Trade receivables, net .............................................................. Contract assets, net ................................................................. Amounts due from non-controlling interests, associates and joint ventures ................................................................... Prepayments and accrued income ......................................... Current income tax assets ....................................................... Supplier advances for capital expenditure ............................. Other current assets, including derivatives financial instruments .............................................................................. Restricted cash ......................................................................... Cash and cash equivalents ...................................................... TOTAL CURRENT ASSETS ...................................................... TOTAL ASSETS ........................................................................ 45 443 82 12 168 118 21 196 56 775 8 128 7 4 35 66 1 43 1 36 1,915 14,516 330 2,625 — — — — — — 54 54 — — — — — — — 61 — — 61 115 6,633 2,223 667 576 12 140 109 10,359 37 314 75 8 132 52 20 215 55 739 1,647 12,006 F-86 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 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 ..................................................... Treasury shares ........................................................................ Other reserves .......................................................................... Retained profits ....................................................................... Net profit/ (loss) for the period/year attributable to owners of the Company ....................................................................... Equity attributable to owners of the Company ................ Non-controlling interests ........................................................ TOTAL EQUITY ........................................................................ LIABILITIES .............................................................................. NON-CURRENT LIABILITIES .................................................. Debt and financing .................................................................. Lease liabilities ......................................................................... Derivative financial instruments ............................................. Amounts due to non-controlling interests, associates and joint ventures ........................................................................... Payables and accruals for capital expenditure ....................... Other non-current liabilities - Total ........................................ Deferred tax liabilities .............................................................. 1,334 (8) (500) 2,785 (82) 3,529 (84) 3,445 6,476 854 46 12 885 330 140 — — (373) 640 (163) 105 (85) 20 601 226 — 54 846 166 — TOTAL NON-CURRENT LIABILITIES ..................................... 8,742 1,894 Debt and financing .................................................................. Lease liabilities ......................................................................... Put option liability ................................................................... Payables and accruals for capital expenditure ....................... Other trade payables ............................................................... Amounts due to non-controlling interests, associates and joint ventures ........................................................................... Accrued interest and other expenses ..................................... Current income tax liabilities .................................................. Contract liabilities .................................................................... Provisions and other current liabilities ................................... TOTAL CURRENT LIABILITIES ............................................... TOTAL LIABILITIES ................................................................. TOTAL EQUITY AND LIABILITIES .......................................... 221 189 86 314 390 62 444 93 156 374 2,329 11,071 14,516 111 65 — 112 123 65 92 1 5 137 711 2,605 2,625 — — — 113 — 113 — 113 — — — — — — — — — — — — — — — — — 2 2 2 115 1,334 (8) (127) 2,258 81 3,538 1 3,538 5,875 628 46 (42) 38 163 140 6,848 109 124 86 202 266 (3) 353 93 151 239 1,620 8,468 12,006 F-87 Notes to the Consolidated Financial Statements For the years ended December 31, 2023, 2022 and 2021 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. 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 F- 91 Audit report 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 Millicom International Cellular S.A. Balance Sheet as at December 31, 2023 Notes 31-Dec 2023 USD 31-Dec 2022 USD ASSETS Fixed assets Intangible assets 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 Payments on account and intangible fixed assets under development Tangible assets Other fixtures and fittings, tools and equipment Payments on account and tangible assets in the course of construction Financial assets Shares in affiliated undertakings Other loans Current assets Stocks Finished goods and goods for resale Debtors Amounts owed by affiliated undertakings becoming due and payable within one year becoming due and payable after more than one year Amounts owed by undertakings with which the company is linked by virtue of participating interests becoming due and payable within one year Other debtors Investments Own shares Cash at bank and in hand Prepayments TOTAL ASSETS 3 4 5 6 7 8 9 17,221,851 5,655,488 848,828 760,636 18,598,798 6,875,357 1,082,791 1,178,188 6,621,555,413 6,154,728,999 144,298,535 — 6,790,340,751 6,182,464,133 20,282,536 — 426,806,691 295,062,990 209,912,806 747,313,429 — 1,392,959 138,310 2,364,690 6,656,712 367,441,513 15,316,701 646,219,447 1,117,643,401 1,621,265,383 45,604,252 53,597,716 7,953,588,404 7,857,327,232 The accompanying notes are an integral part of these annual accounts F-95 Millicom International Cellular S.A. Balance Sheet as at December 31, 2023 Continued EQUITY AND LIABILITIES Capital and reserves Subscribed capital Share premium account Reserves Cash flow hedge reserve Legal reserve Reserve for own shares Profit brought forward Profit for the financial year TOTAL EQUITY Provisions Other provisions Creditors Debenture loans becoming due and payable after more than one year Amounts owed to affiliated undertakings becoming due and payable within one year becoming due and payable after more than one year Amounts owed to undertakings with which the company is linked by virtue of participating interests becoming due and payable within one year Other creditors Tax authorities Social security authorities Other creditors becoming due and payable within one year becoming due and payable after more than one year Deferred income TOTAL LIABILITIES TOTAL EQUITY AND LIABILITIES Notes 8 10 11 12 13 14 31-Dec 2023 USD 31-Dec 2022 USD 258,144,458 258,144,458 1,090,559,119 1,081,899,148 (4,354,251) 18,253,643 6,656,730 (447,561) 16,357,968 15,316,699 1,963,155,917 1,927,138,093 344,874,950 37,913,504 3,677,290,566 3,336,322,309 64,454,461 74,297,341 2,428,971,973 2,641,836,130 853,598,055 841,227,874 1,275,848,133 440,622,664 7,635,462 6,680,129 62,996 91,749 17,164 38,985 79,276,799 637,245 80,455,953 781,894 4,211,502,153 4,446,281,052 341,224 426,530 4,276,297,838 4,521,004,923 7,953,588,404 7,857,327,232 The accompanying notes are an integral part of these annual accounts F-96 Millicom International Cellular S.A. Profit and loss account for the year ended December 31, 2023 Other operating income Staff costs Wages and salaries Social Security costs Other staff costs Value adjustments In respect of formation expenses and of tangible and intangible assets In respect of current assets Other operating charges Income from participating interests derived from affiliated undertakings Other interest and similar income derived from affiliated undertakings other interest and similar income Value adjustments in respect of financial assets and of investments held as current assets Interest payable and similar expenses Concerning affiliated undertakings Other interest and similar expenses Income tax Other taxes not included in the previous caption Profit after taxation Profit for the financial year Notes 15 16 3,4 7 17 18 19 20 21 22 23 24 31-Dec 2023 USD 31-Dec 2022 USD 278,155,018 236,104,387 (72,974,347) (39,801,687) (1,736,739) (990,496) (8,838,482) — (1,094,922) (378,604) (8,856,246) (3,043,032) (276,011,973) (236,011,363) 562,117,001 552,170,882 51,340,175 30,248,451 31,965,605 33,016,933 255,680 (283,912,252) (78,010,323) (40,395,806) (163,768,145) (170,645,131) (5,039,599) (1,581,196) 344,874,950 344,874,950 3,726,173 (3,221,508) 37,913,504 37,913,504 The accompanying notes are an integral part of these annual accounts F-97 Millicom International Cellular S.A. Notes to the annual accounts as at December 31, 2023 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. F-98 Millicom International Cellular S.A. Notes to the annual accounts as at December 31, 2023 (Continued) 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. F-99 Millicom International Cellular S.A. Notes to the annual accounts as at December 31, 2023 (Continued) 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. F-100 Millicom International Cellular S.A. Notes to the annual accounts as at December 31, 2023 (Continued) 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. F-101 Millicom International Cellular S.A. Notes to the annual accounts as at December 31, 2023 (Continued) NOTE 3 – INTANGIBLE ASSETS The movements of the year in intangible fixed assets are as follows: As at January 1, 2023 Cost Accumulated amortisation Carrying amount Additions (1) Disposals/impairments Category transfers Transfers from Tangible Assets Amortisation As at December 31, 2023 Cost Accumulated amortisation As at December 31, 2023 US$ Software IRU's Other Work in Progress Total 45,120,258 11,267,401 520,489 6,875,356 63,783,504 (28,674,353) (9,114,507) (520,489) — (38,309,349) 16,445,905 2,152,894 — (51,480) 6,899,547 376,922 — — — (7,467,666) (1,134,274) — — — — — — 6,875,356 25,474,155 5,679,682 5,679,682 — (6,899,547) — — (51,480) — 376,922 (8,601,940) 52,345,247 11,267,401 520,489 5,655,491 69,788,628 (36,142,019) (10,248,781) (520,489) — (46,911,289) 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$0.7 million. US$ As at January 1, 2022 Cost Accumulated amortisation Carrying amount Additions (1) Disposals Category transfers Transfers to tangible assets Amortisation As at December 31, 2022 Cost Accumulated amortisation As at December 31, 2022 Software IRU's Other Work in Progress Total 35,981,835 11,267,401 520,489 7,669,755 55,439,480 (22,797,408) (7,980,234) (520,489) — (31,298,131) 13,184,427 3,287,167 10,059 (1,758,879) 10,887,243 — — — — — (5,876,945) (1,134,273) — — — — — — 7,669,755 24,141,349 7,484,292 — (10,887,243) 2,608,552 — 7,494,351 (1,758,879) — 2,608,552 (7,011,218) 45,120,258 11,267,401 520,489 6,875,356 63,783,504 (28,674,353) (9,114,507) (520,489) — (38,309,349) 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$ As at January 1, 2023 Cost Accumulated depreciation Carrying amount Additions Disposals Transfer to Intangible Assets Depreciation As at December 31, 2023 Cost Accumulated depreciation As at December 31, 2023 Leaseholds improvements Other PPE Right of use asset Work in Progress Total 196,631 2,799,880 1,487,806 1,178,189 (99,541) (2,753,799) (548,187) — 97,090 46,081 939,619 1,178,189 — — — — — — — — 41,751 (79,797) (376,922) (39,326) (27,694) (169,527) — 196,631 2,799,880 1,487,806 763,221 (138,867) (2,781,493) (717,714) — 57,764 18,387 770,092 763,221 5,662,506 (3,401,527) 2,260,979 41,751 (79,797) (376,922) (236,547) 5,247,538 (3,638,074) 1,609,464 Tangible assets include IT equipment, lease right-of-use assets and office furniture. F-102 Millicom International Cellular S.A. Notes to the annual accounts as at December 31, 2023 (Continued) NOTE 4 – TANGIBLE ASSETS (continued) US$ As at January 1, 2022 Cost Accumulated depreciation Carrying amount Additions Transfers Depreciation As at December 31, 2022 Cost Accumulated depreciation As at December 31, 2022 Leaseholds improvements Other PPE Right of use asset Work in Progress Total 196,631 2,741,362 1,487,806 3,384,412 (60,215) (2,707,664) (378,621) — 136,416 33,698 1,109,185 3,384,412 7,810,211 (3,146,500) 4,663,711 — — 532 57,986 — — 460,315 (57,986) 460,847 — (39,326) (46,135) (169,566) — (255,027) 196,631 2,799,880 1,487,806 1,178,189 (99,541) (2,753,799) (548,187) — 97,090 46,081 939,619 1,178,189 5,662,506 (3,401,527) 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 US$ December 31, 2022 US$ Shares in affiliated undertakings Shares in participating interest (1) Other loans (2) Shares in affiliated undertakings Shares in participating interest Other loans 7,010,878,721 123,649,408 40,000,000 6,949,647,850 123,649,408 40,000,000 466,826,414 — 144,298,535 61,230,871 — — 7,477,705,135 123,649,408 184,298,535 7,010,878,721 123,649,408 40,000,000 (856,149,722) (123,649,408) (40,000,000) (582,950,361) (123,649,408) (40,000,000) Cost Opening balance Additions (3) Closing balance Value adjustments Opening balance Impairment during the year — — — (273,199,361) — — Closing balance Net book value Opening balance Closing balance (856,149,722) (123,649,408) (40,000,000) (856,149,722) (123,649,408) (40,000,000) 6,154,728,999 6,621,555,413 — — 6,366,697,490 — 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$0.9 million was recognized in the profit and loss account (refer to note 21). (2) For more details please refer to note 5.3 (3) For more details please refer to note 5.2 F-103 Millicom International Cellular S.A. Notes to the annual accounts as at December 31, 2023 (Continued) NOTE 5 – FINANCIAL ASSETS (continued) 5.2 Shares in affiliated undertakings The carrying values of the shares in affiliated undertakings and the related value adjustments are as follows: Name of the Company Millicom International Operations S.A. Millicom Spain S.L. Millicom Global Employment Company S.à r.l. Lati International S.A. Shai Holding S.A. Millicom Telecommunications S.A. Millicom SSC, S.A. de C.V. InfraCo S.A. Millicom Digital Ventures B.V. Millicom CAM SEM S.A. Millicom Services AB Millicom International Services LLC Millicom USA Holdings LLC Millicom Services UK Ltd Country Percent shares held Luxembourg Spain Luxembourg Luxembourg Luxembourg Luxembourg 2022 % 100 100 100 — 100 100 Opening carrying value 2022 US$ Additions/ Disposals (1) Closing carrying value Opening value adjustments Charge/ Reversal Closing value adjustments Closing Net book value Percent shares held 5,851,412,180 301,010,760 6,152,422,940 US$ 2023 US$ 2022 US$ — US$ — 2023 US$ 2023 US$ — 6,152,422,940 1,080,644,642 119,500,000 1,200,144,642 (847,258,403) — (847,258,403) 352,886,239 11,269,887 — 11,269,887 (8,891,319) — (8,891,319) 2,378,568 — 30,120,313 30,120,313 31,236,399 — 31,236,399 36,002,625 16,195,342 52,197,967 El Salvador 99.99 249,999 Luxembourg Netherlands Panama Sweeden U.S.A. U.S.A. United Kingdom 100 100 100 100 100 100 100 35,000 10,000 10,000 7,786 100 100 2 — — — — — — — — 249,999 35,000 10,000 10,000 7,786 100 100 2 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 30,120,313 31,236,399 52,197,967 249,999 99.99 35,000 10,000 10,000 7,786 100 100 2 100 100 100 100 100 100 100 2023 % 100 100 100 100 100 100 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$16 million to Millicom Telecommunications S.A. Management believes that no durable depreciation on investments, other than those already recorded, exist as at December 31, 2023. Art. 65 paragraph (1) 2º of the Law of December 19 2002 on the register of commerce and companies and the accounting and annual accounts of undertakings (the “law”) requires the disclosure of the amount of capital and reserves and profit and loss for the last financial year of each affiliated undertaking. In conformity with Art.67 (3) of the law these details have been omitted as the Company prepares consolidated accounts and these consolidated accounts and the related consolidated management report and auditors’ report thereon have been lodged with the Luxembourg Trade Registry. 5.3 Other loans Other loans are composed as follows: Name of the Company Lati Telecom Infrastructure Bolivia S.A (1) UNE EPM Telecomunicaciones S.A. (2) Lati Paraguay S.A. (3) Lati Infrastructure Panama S.A. (4) Lati El Salvador S.A. de C.V. (5) Additions/ Closing carrying value 2023 US$ 63,207,859 54,042,606 13,479,386 10,540,913 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$20.2 million. These CPEs will be resold to its operating companies in 2024. F-104 Millicom International Cellular S.A. Notes to the annual accounts as at December 31, 2023 (Continued) NOTE 7 – DEBTORS Debtors are composed as follows: Amounts owed by affiliated undertakings before value adjustment becoming due and payable within one year Value adjustments in amounts owed by affiliated undertakings becoming due and payable within one year Amounts owed by affiliated undertakings after value adjustment becoming due and payable within one year (1) Amounts owed by affiliated undertakings after value adjustment becoming due and payable after more than one year (2) Amounts owed by undertakings in which the company is linked by virtue of participating interests becoming due and payable within one year Other receivables becoming due and payable within one year Total December 31, 2023 Total December 31, 2022 US$ US$ 497,004,520 280,110,635 (70,197,829) (70,197,829) 426,806,691 209,912,806 295,062,990 747,313,429 — 1,392,959 723,262,640 138,310 2,364,690 959,729,235 F-105 Millicom International Cellular S.A. Notes to the annual accounts as at December 31, 2023 (Continued) 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 Millicom Spain, S.L Millicom Cable 200 N.V. Telefonia Celular de Nicaragua, S.A. UNE EPM Telecomunicaciones S.A. Millicom Cable 209 N .V. Telecomunicaciones Digitales, S.A. Millicom International One S.L.U. Colombia Movil S.A. Millicom LIH S.A. (MLIH) Lati Telecom Infrastructure Bolivia S.A Other These amounts are short-term in nature Millicom Spain, S.L. Telefonía Celular de Nicaragua, S.A. Millicom International One S.L.U Digital Services S.A. Millicom Cable 200 N.V. Millicom LIH S.A. (MLIH) Other (2) Telefonia Celular de Nicaragua, S.A. (1) Millicom International One S.L.U. (2) Amounts owed by Amounts owed to Net balance before value adjustments Value adjustments Net balance after value adjustments 186,173,157 (38,145,550) 148,027,607 134,986,284 — 134,986,284 68,183,946 24,120,464 15,004,660 17,001,232 14,591,673 5,933,808 2,117,937 1,312,307 (5,168,270) 63,015,676 (967,230) 23,153,234 — 15,004,660 (2,017,069) 14,984,163 (1,142,545) 13,449,128 (336,029) (2,091) — 5,597,779 2,115,846 1,312,307 — — — — — — — (3,350,000) — — (5,613,169) 80,971,006 75,357,837 (66,847,830) 148,027,607 134,986,284 63,015,676 23,153,234 15,004,660 14,984,163 13,449,128 2,247,779 2,115,846 1,312,307 8,510,007 463,812,299 33,192,222 497,004,521 (70,197,830) 426,806,691 Total December 31, 2022 Amounts owed by Amounts owed to Net balance before value adjustments Value adjustments Net balance after value adjustments 166,010,087 (16,178,745) 149,831,342 — 149,831,342 63,214,216 (29,272,691) 33,941,525 10,525,610 8,989 10,534,599 6,195,341 2,681,657 1,680,628 — — 6,195,341 2,681,657 (2,028) 1,678,600 — — — — — 33,941,525 10,534,599 6,195,341 2,681,657 1,678,600 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 Total December 31, 2023 Amounts owed by Amounts owed to Net balance 151,062,990 144,000,000 295,062,990 — — — 151,062,990 144,000,000 295,062,990 (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. Millicom LIH S.A. Telefonia Celular de Nicaragua, S.A. Millicom International One S.L.U. Millicom Cable 200 N.V. Millicom Cable 209 N .V. Total December 31, 2022 Amounts owed by Amounts owed to Net balance 289,987,221 173,362,617 144,000,000 126,071,668 13,891,923 747,313,429 — — — — — — 289,987,221 173,362,617 144,000,000 126,071,668 13,891,923 747,313,429 F-106 Millicom International Cellular S.A. Notes to the annual accounts as at December 31, 2023 (Continued) NOTE 7 – DEBTORS (continued) (3) Amounts owed by undertakings in which the Company is linked by virtue of participating interests are detailed below: (3) Navega, S.A. de C.V. Navega, S.A. de C.V. Total December 31, 2023 Amounts owed by Amounts owed to Net balance — — — — — — Total December 31, 2022 Amounts owed by Amounts owed to Net balance 139,920 139,920 (1,610) (1,610) 138,310 138,310 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$10.61 per new share, using the SEK-U.S dollar exchange rate published by the Swedish Central Bank on May 17, 2022. The record date for participation in the Rights Offering was May 23, 2022. The subscription period ran from May 27, 2022 up to June 13, 2022. F-107 Millicom International Cellular S.A. Notes to the annual accounts as at December 31, 2023 (Continued) NOTE 8 – CAPITAL AND RESERVES (continued) The result of the Rights Offering showed that 68,822,675 shares, including those represented by SDRs, have been subscribed for by the exercise of basic subscription rights. The remaining 1,534,413 shares, including those represented by SDRs, were allotted to those investors who subscribed for them pursuant to over subscription privileges. The Rights Offering was thus fully subscribed, and Millicom received proceeds amounting to approximately US$ 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$641 million have been allocated to the Company's share premium account. The changes in shareholders' equity for 2023 and 2022 are shown below: Balance as at December 31, 2022 172,096,305 258,144,458 1,081,899,148 15,316,699 (447,561) 16,357,968 1,927,138,093 37,913,504 3,336,322,309 Number of shares outstanding Share capital Share premium Reserve for own shares Cash flow Hedge Reserve Legal reserve Accumulated profits Profit for the year Total shareholders' equity US$ US$ US$ US$ US$ US$ US$ US$ Allocation of 2022 result Dividends Legal reserve increase Acquisition of own shares Transfer from reserve for own shares Cash flow hedge reserve (1) Long term incentive plans Profit for the year — — — — — — — — — — — — — — — — — — — — — — (9,714,383) 9,714,383 (30,250,245) 30,250,245 — — — — — — (3,906,690) 48,624,599 (48,624,599) — — — 37,913,504 (37,913,504) — — — 1,895,675 (1,895,675) — — — — — — — — — — — — — — — (3,906,690) — — — — — — — 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). 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 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 US$ US$ US$ US$ US$ US$ US$ US$ Allocation of 2021 result Effects of rights offering Acquisition of own shares Transfer from reserve for own shares Cash flow hedge reserve (1) Long term incentive plans Profit for the year — — — 70,357,088 105,535,632 640,953,412 — — — — — — — — — — — — (3,444,021) 3,444,021 15,721,493 (15,721,493) — 6,964,328 16,169,258 (16,169,258) — — — — — — — — — — — — — — 204,806,298 (204,806,298) — — — — — — — — — — — — 746,489,044 — — 6,964,328 — 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 Performance Plan Deferred plan Performance Plan Deferred plan Performance Plan Deferred plan Performance Plan Deferred plan (number of shares) Initial shares granted Additional shares granted (1) Effect of the Right Offering (2) Total shares granted Revision for forfeitures Revision for cancellations Total before issuances Shares issued in 2020 Shares issued in 2021 Shares issued in 2022 Shares issued in 2023 Performance conditions not met Shares still expected to vest 818,842 2,375,143 — — 818,842 (101,108) — — — 2,375,143 (51,309) — 306,641 — 83,926 390,567 (52,623) — 865,862 47,588 227,947 1,141,397 (54,595) — 451,363 — 115,575 566,938 (63,624) — 536,890 5,824 93,375 636,089 (45,747) — 341,897 — 20,862 362,759 — — 717,734 2,323,834 337,944 1,086,802 503,314 590,342 362,759 — — — — — — (31,124) (354,331) — — — — — (29,885) — — — (13,957) (476,256) — — (1,121) (2,071) (120,419) — — (5,760) (160,596) (234,157) — — — — — (362,759) 686,610 1,969,503 308,059 596,589 379,703 189,829 — — 370,131 5,928 32,526 408,585 (41,791) — 366,794 (3,571) (113,653) (100,362) (149,208) — — — 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). F-108 Millicom International Cellular S.A. Notes to the annual accounts as at December 31, 2023 (Continued) 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: Performance share plan 2023 (Relative TSR) Performance share plan 2022 (Relative TSR) Performance share plan 2021 (Relative TSR) Performance share plan 2020 (Relative TSR) Performance share plan 2019 (Relative TSR) NOTE 9 – PREPAYMENTS Unamortized loan origination costs (1) Unamortized right offering expenses (2) Other prepayments Risk-free rate % Dividend yield % Share price volatility(i) % Award term (years) Share fair value (in US$) 4.66 % 2.01 % 0.29 % 0.61 % (0.24) % — % — % 1.28 % 1.47 % 3.01 % 52.88 % 47.94 % 46.28 % 24.54 % 26.58 % 2.82 2.8 2.82 2.93 2.93 31.13 29.12 52.99 55.66 49.79 Total December 31, 2023 Total December 31, 2022 US$ 21,411,166 17,808,005 6,385,081 45,604,252 US$ 26,611,752 23,744,007 3,241,957 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$21 million (please refer to note 7.1). These are amortized over 5 years on a straight-line basis. NOTE 10 – OTHER PROVISIONS Derivative financial instrument (1) Provisions related to investments disposed of (2) Income Tax Risk provision (Note 25) Other provisions Total December 31, 2023 Total December 31, 2022 US$ 45,932,724 66,000 17,053,183 1,402,554 64,454,461 US$ 52,804,578 7,030,875 12,053,294 2,408,594 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. F-109 Millicom International Cellular S.A. Notes to the annual accounts as at December 31, 2023 (Continued) NOTE 11 – NON-CONVERTIBLE LOANS BECOMING DUE AND PAYABLE AFTER MORE THAN ONE YEAR US$500M 5.125% Senior Notes (1) COP144Bn 9.45% Senior Notes (2) US$500M 6.625% Senior Notes (3) US$750M 6.25% Senior Notes (4) SEK2Bn 2.35% + Stibor Senior Notes (5) SEK2.25Bn 3.00% + Stibor Senior Notes (6) US$500M 4.5% Senior Notes (7) US$100M DNB Bilateral Loan (8) After one year and within five years More than five years Total December 31, 2023 Total December 31, 2022 US$ — 57,742,660 147,855,600 US$ US$ US$ 450,000,000 450,000,000 450,000,000 — — 57,742,660 50,000,000 147,855,600 147,855,600 675,000,000 675,000,000 675,000,000 — — 213,986,969 223,360,534 223,360,534 215,759,040 775,013,179 775,013,179 789,234,521 — — — 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). F-110 Millicom International Cellular S.A. Notes to the annual accounts as at December 31, 2023 (Continued) 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 2,250 million SEK USD SEK Maturity date 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: Millicom International II N.V. (1) Millicom International Services Llc Grupo de Comunicaciones Digitales S.A. Telefónica Celular del Paraguay S.A. Millicom International Operations S.A. Millicom International Enterprises AB Telemovil El Salvador, S.A. de C.V. Millicom Telecommunications S.A. Millicom CAM SEM, S.A. Mobile Cash Paraguay S.A. Servicios y Productos Multimedios S.A Millicom Services U.K. Digital Wallet Panama, S.A. Telefónica Celular de Bolivia, S.A. Millicom SSC, S.A. de C.V. Servicios Especializados en Telecomunicaciones, S. A. Millicom Services Colombia S.A.S. Shai Holding S.A. Millicom International V N.V. Navega.Com, S.A. Distribuidora Internacional de Comunicaciones, S. A. Other Total December 31, 2023 Amounts owed by Amounts owed to Net balance 1,216,891 (495,493,950) (494,277,059) 77,700 187,529 34,121 10,383,794 7,483 354,151 (10,911) 487,445 — — 779,531 — 83,113 690 — 1,000 3,099,024 24,665 — — 1,423,749 (83,677,546) (78,737,265) (49,179,944) (46,837,407) (33,273,606) (14,258,400) (9,754,717) (8,386,821) (7,394,991) (7,195,469) (5,712,352) (3,194,577) (3,246,825) (3,108,108) (3,064,171) (3,021,647) (5,320,127) (2,170,604) (2,046,524) (1,390,239) (5,282,740) (83,599,846) (78,549,736) (49,145,823) (36,453,613) (33,266,123) (13,904,249) (9,765,628) (7,899,376) (7,394,991) (7,195,469) (4,932,821) (3,194,577) (3,163,712) (3,107,418) (3,064,171) (3,020,647) (2,221,103) (2,145,939) (2,046,524) (1,390,239) (3,858,991) 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 18,149,975 (871,748,030) (853,598,055) F-111 Millicom International Cellular S.A. Notes to the annual accounts as at December 31, 2023 (Continued) NOTE 12 – AMOUNTS OWED TO AFFILIATED UNDERTAKINGS (continued) Total December 31, 2022 Amounts owed by Amounts owed to Net balance (989,052,452) (989,016,027) Millicom International II N.V. Millicom International Services Llc Grupo de Comunicaciones Digitales S.A. Telecomunicaciones Digitales, S.A. Telefónica Celular de Bolivia, S.A. Comunicaciones Celulares, S.A. Millicom Telecommunications S.A. Telefónica Celular del Paraguay S.A. Telemovil El Salvador, S.A. de C.V. Millicom Services U.K. Millicom Cable Costa Rica, S.A. Millicom International Operations B.V. Servicios y Productos Multimedios S.A Shai Holding S.A. Millicom International Enterprises AB Millicom SSC, S.A. de C.V. Navega.Com, S.A. Millicom CAM SEM, S.A. Millicom International V N.V. Mobile Cash Paraguay S.A. Millicom Americas LLC UNE EPM Telecomunicaciones S.A. Servicios Especializados en Telecomunicaciones, S. A. Distribuidora Internacional de Comunicaciones, S. A. Colombia Movil S.A. Millicom Digital Ventures AB Millicom International S.L.U. Millicom Re S.A. Dinero Electrónico, S.A. Millicom Services B.V. Orbitel Servicios Internationales S.A. (OSI) Mobile Cash, SA de C.V. Edatel S.A. E.S.P 36,425 73,794 1,464,210 488,959 249,724 1,288,972 — 556,459 596,874 369,004 722,487 142 87,100 118,888 38,177 261,058 3,000 487,445 18,839 — 377,523 76,663 — — 50,068 34,127 — 10,673 — 9,935 — — — (60,527,761) (40,475,567) (31,680,325) (27,555,967) (27,483,506) (23,716,623) (24,101,315) (21,722,862) (6,349,033) (4,497,283) (3,213,587) (3,101,305) (2,978,883) (2,480,973) (2,653,542) (2,324,542) (2,723,684) (2,175,331) (1,087,583) (1,220,490) (910,675) (444,652) (210,770) (245,578) (109,595) (54,033) (51,616) (36,671) (29,402) (17,920) (17,806) (12,467) (60,453,967) (39,011,357) (31,191,366) (27,306,243) (26,194,534) (23,716,623) (23,544,856) (21,125,988) (5,980,029) (3,774,796) (3,213,445) (3,014,205) (2,859,995) (2,442,796) (2,392,484) (2,321,542) (2,236,239) (2,156,492) (1,087,583) (842,967) (834,012) (444,652) (210,770) (195,510) (75,468) (54,033) (40,943) (36,671) (19,467) (17,920) (17,806) (12,467) (4,880) Millicom Global Employment Company S.à r.l. 178,163 (183,043) Amounts owed to affiliated undertakings becoming due and payable after more than one year are detailed below: 7,598,709 (1,283,446,842) (1,275,848,133) Millicom International II N.V. (1) Millicom International Operations S.A. (2) Millicom Re S.A. (3) Total December 31, 2023 Amounts owed to Amounts owed by Net balance (748,654,831) (90,573,043) (2,000,000) (841,227,874) — — — — (748,654,831) (90,573,043) (2,000,000) (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. F-112 Millicom International Cellular S.A. Notes to the annual accounts as at December 31, 2023 (Continued) NOTE 12 – AMOUNTS OWED TO AFFILIATED UNDERTAKINGS (continued) Millicom International II N.V. Millicom International Operations S.A. Millicom Re S.A. Total December 31, 2022 Amounts owed to Amounts owed by Net balance (293,500,000) (145,122,664) (2,000,000) (440,622,664) — — — — (293,500,000) (145,122,664) (2,000,000) (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: Telefonica Celular, S.A. de C.V. Navega, S.A. de C.V. Telefonica Celular, S.A. de C.V. Total December 31, 2023 Amounts owed to Amounts owed by Net balance (4,052,006) (3,786,796) (7,838,802) 63,420 139,920 203,340 (3,988,586) (3,646,876) (7,635,462) Total December 31, 2022 Amounts owed to Amounts owed by Net balance (6,743,533) (6,743,533) 63,404 63,404 (6,680,129) (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$0.78 million) and is related to long term lease liabilities. NOTE 15 – OTHER OPERATING INCOME Amount is composed as follows: Value Creation Fees billed to operations Other intercompany revenue Other income Total December 31, 2023 Total December 31, 2022 US$ 265,450,297 12,701,424 3,297 US$ 215,900,940 20,193,708 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: Directors fees (1) Business support services (2) Bandwidth charges Consultancy fees Legal fees Tax, accounting and audit charges External services Other Total December 31, 2023 Total December 31, 2022 US$ 2,840,594 140,333,328 7,509,941 8,945,315 32,669,322 5,865,937 21,021,314 56,826,222 US$ 2,331,927 119,575,026 5,590,690 20,649,283 11,453,348 4,938,059 25,799,540 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. F-113 Millicom International Cellular S.A. Notes to the annual accounts as at December 31, 2023 (Continued) 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$1 million). NOTE 20 – OTHER INTEREST AND SIMILAR INCOME Amount is composed as follows: Interest income Foreign exchange (loss) gain Total December 31, 2023 Total December 31, 2022 US$ 12,970,810 17,277,641 30,248,451 US$ 2,804,239 (2,548,559) 255,680 NOTE 21 – VALUE ADJUSTMENTS IN RESPECT OF FINANCIAL ASSETS AND OF INVESTMENTS HELD AS CURRENT ASSETS Amount is composed as follows: (Impairment) / Reversal of impairment on own shares, net (note 8) Result on disposal of other investments (1) Value adjustments on shares in and loans on affiliated undertakings (note 5) Total (1) Please refer to note 5.1 Total December 31, 2023 Total December 31, 2022 31,880,014 (10,712,891) 85,591 — 31,965,605 — (273,199,361) (283,912,252) 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 Interest on bonds/loans Early redemption charges (note 11) Amortization of bond issuance cost (note 9) Interest on leases Other Total December 31, 2023 Total December 31, 2022 151,140,713 149,019,962 1,198,762 6,609,273 29,045 4,790,352 — 15,778,143 33,347 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 F-114 Millicom International Cellular S.A. Notes to the annual accounts as at December 31, 2023 (Continued) 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. F-115 Millicom International Cellular S.A. Notes to the annual accounts as at December 31, 2023 (Continued) 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. F-116 

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