**Exhibit 1.1**

 

**CHAPTER I -FORM,****NAME,****REGISTEREDOFFICE,OBJECT, DURATION.**

 

Article 1. Form, Name.

 

There ishereby established among the subscribers and all those who may become owners ofthe shares hereafter created a Company in the form of a société anonyme whichwill be governed by the laws of the Grand Duchy of Luxembourg (“Luxembourg”)and by the present Articles as may be amended from time to time.

 

The Companywill exist under the name of “MILLICOM INTERNATIONAL CELLULAR S.A.”.

 

Article 2. Registered Office.

 

The Company will have its registered officein Bertrange (Luxembourg).

 

The registeredoffice may be transferred to any other place within Luxembourg by a resolutionof the board of directors.

 

In the event the board of directors determinethat extraordinary political, economic or social developments have occurred orare imminent that would interfere with the normal activities of the Company atits registered office or with the ease of communications with such office orbetween such office and persons abroad, the registered office may betemporarily transferred abroad until the complete cessation of these abnormalcircumstances. Such temporary measures will have no effect on the nationalityof the Company, which, notwithstanding the temporary transfer of the registeredoffice, will remain a Luxembourg Company. Such temporary measures will be takenand notified to any interested parties by one of the bodies or personsentrusted with the daily management of the Company.

 

Article 3. Purposes.

 

The purposesfor which the Company is formed are to engage in all transactions pertainingdirectly or indirectly to the acquisition of participating interests in anybusiness enterprise, including but not limited to, the administration,management, control and development of any such entreprise, and to engage inall other transactions in which a company created under the laws of Luxembourgmay engage.

 

Article 4. Duration.

 

The Company is formed for an unlimitedduration.

 

**CHAPTER II.-CAPITAL, SHARES.**

 

Article 5.CorporateCapital. (2§, 8.10.1999; 2§, 19.12.2002; 1§, 2§,17.02.2003; 27.05.2003, 2§, 17.10.2003, 2§ 16.12.2003, 2§, 30.04.2004, 2§,28.07.2004, 2§, 16.12.2004; 2§, 14.04.2005; 2§, 16.02.2006)

 

The Company has an authorised capital of one hundredninety-nine

 

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million nine hundred ninety-nine thousandeight hundred United States Dollars (USD 199,999,800.-) divided into onehundred thirty-three million three hundred thirty three thousand two hundred(133,333,200) shares with a par value of one point fifty United States Dollars(USD 1.50).

 

The Companyhas an issued capital one hundred forty-nine million eight hundred thirty-ninethousand seven hundred seventy-nine United States Dollars (USD 149,839,779.-)represented by ninety-nine million eight hundred ninety-three thousand onehundred eighty six (99,893,186) shares of the Company, having a par value ofone point fifty United States Dollars (USD 1.50) each fully paid-in.

 

The capital ofthe Company may be increased or reduced by a resolution of the shareholdersadopted in the manner required by the laws of Luxembourg for amendment of theseArticles of Incorporation.

 

The board of directors is authorized andempowered to:

 

•              realizeany increase of the corporate capital within the limits of the authorized capitalin one or several successive tranches, by the issuing of new shares, againstpayment in cash or in kind, by conversion of claims or in any other manner;

 

•              determine the place and date ofthe issue or the successive issues, the issue price, the terms and conditionsof the subscription of and paying up on the new shares; and

 

•              remove or limit the preferentialsubscription right of the shareholders in case of issue of shares againstpayment in cash.

 

This authorization is valid for a period of 5(five) years from the date of publication of the present deed and it may berenewed by a general meeting of shareholders for those shares of the authorizedcorporate capital which up to then will not have been issued by the board ofdirectors.

 

Following eachincrease of the corporate capital realized and duly stated in the form providedfor by law, the second paragraph of this article 5 will be modified so as toreflect the actual increase; such modification will be recorded in authenticform by the board of directors or by any person duly authorized and empoweredby it for this purpose.

 

Article 6. Shares.

 

The shares will be in the form of registeredshares.

 

Every holderof shares shall be entitled, without payment, to receive one registeredcertificate for all such shares or to receive several certificates for one ormore of such shares upon payment for every certificate after the first of suchreasonable out-of-pocket expenses as the board of directors may from time to

 

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time determine. A registered holder who has transferred part of theshares comprised in his registered holding shall be entitled to a certificatefor the balance without charge.

 

Sharecertificates shall be signed by two directors. But such signatures may beeither manual, or printed, or by facsimile. The Company may issue temporaryshare certificates in such form as the board of directors may from time to timedetermine.

 

Shares of theCompany shall be registered in the register of shareholders which shall be keptby the Company or by one or more persons designated therefor by the Company;such register shall contain the name of each holder, his residence or electeddomicile and the number of shares held by him. Every transfer and devolution ofa share shall be entered in the register of shareholders.

 

Subject to theprovisions of Article 7, the shares shall be freely transferable.

 

Transfer ofshares shall be effected by delivering the certificate or certificatesrepresenting the same to the Company along with an instrument of transfersatisfactory to the Company or by written declaration of transfer inscribed inthe register of shareholders, dated and signed by the transferor, or by personsholding suitable powers of attorney to act therefor.

 

Everyshareholder must provide the Company with an address to which all notices andannouncements from the Company may be sent. Such address will also be enteredin the register of shareholders.

 

In the eventthat such shareholder does not provide such an address, the Company may permita notice to this effect to be entered in the register of shareholders and theshareholder’s address will be deemed to be at the registered office of theCompany, or such other address as may be so entered by the Company from time totime, until another address shall be provided to the Company by suchshareholder. The shareholder may, at any time, change his address as entered inthe register of shareholders by means of a written notification to the Companyat its registered office, or at such other address as may be set by the Companyfrom time to time and notice thereof given to the shareholders.

 

The Companywill recognise only one holder of a share of the Company. In the event of jointownership, the Company may suspend the exercise of any right deriving from therelevant share until one person shall have been designated to represent thejoint owners vis-a-vis the Company.

 

If anyshareholder can prove to the satisfaction of the Company that his sharecertificate has been mislaid, lost, stolen or destroyed, then, at his request,

 

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a duplicate certificate may be issued undersuch conditions as the Company may determine subject to applicable provisionsof law.

 

Mutilatedshare certificates may be exchanged for new ones on the request of anyshareholder. The mutilated certificates shall be delivered to the Company andshall be annulled immediately.

 

The Companymay repurchase its own shares. A shareholder wishing to have all or part of hisshares repurchased shall notify the Board of Directors in writing (“theRepurchase Request”) specifying the number of shares that he wishes to haverepurchased. The Board shall at its own discretion decide if the Company shallrepurchase the shares offered for repurchase within thirty (30) days fromreceipt of the Repurchase Request notifying the requesting shareholder of itsdecision and, if applicable, the price which the Board of Directors determinesto be “the fair market value” as of the last day of the calendar quarterimmediately preceding the date of the Repurchase Request. The Board ofDirectors may at its discretion decide to have the fair market value determinedby an appraisal carried out by an internationally recognized investment bank.

 

The requesting shareholder shall withinfifteen (15) days from reception of the Company’s response to the RepurchaseRequest notify the Board of Directors if the shareholder wishes to proceed withthe repurchase at the price determined by the Board of Directors. If theshareholder wishes to proceed with the repurchase the shareholder must, togetherwith a written notice to this effect, deliver to the Company at its registeredoffice any share certificate, if issued, evidencing ownership of the shares tobe repurchased, duly endorsed for transfer to the Company.

 

The repurchaseshall be deemed to have been effected on the date on which the Company shallhave received the notice and certificate(s), if applicable, (“the RepurchaseDate”). All shares repurchased by the Company shall no longer be deemed to beoutstanding and any rights with respect to such shares, other than the right toreceive the repurchase price thereon, shall cease to exist. The Company shallpay to the shareholder the repurchase price for the shares offered forrepurchase within thirty (30) days after the Repurchase Date.

 

For the purpose of this Article, therepurchase price shall be the price determined by the board of directors as a “fairmarket value”. The fair market value of the shares tendered for repurchase mayat the discretion of the board of directors be determined by an independentappraisal as of the last day of the calendar quarter of the Company immediatelypreceding the Repurchase Date, which appraisal shall be carried out by aninternationally recognized investment bank mutually agreed by the board ofdirectors and the shareholder. The

 

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determinationof the investment bank shall be final and binding on both parties, provided,however, that the shareholder may, in his sole discretion, cancel the exerciseof the repurchase if the repurchase price so determined is unacceptable to theshareholder for any reason.

 

**CHAPTER III.- BOARD OF DIRECTORS, STATUTORYAUDITORS.**

 

Article 7. Board of Directors.

 

The Company will be administered by a board of directors composed of atleast 6 (six) members. Members of the board of directors need not beshareholders of the Company.

 

The directors will be elected by the shareholders’ meeting, which willdetermine their number, for a period not exceeding 6 (six) years, and they willhold office until their successors are elected. They are re-eligible, but theymay be removed at any time, with or without cause, by a resolution of theshareholders’ meeting.

 

In the event of a vacancy on the board of directors, the remainingdirectors may meet and may elect by majority vote a director to fill suchvacancy until the next meeting of shareholders.

 

Article 8. Meetings of the Board of Directors.

 

The board of directors will choose from among its members a chairman.It may also choose a secretary, who need not be a director, who will beresponsible for keeping the minutes of the meetings of the board of directorsand of the shareholders.

 

The board of directors will meet upon call by the chairman. A meetingof the board must be convened if any two directors so require.

 

The chairman will preside at all meetings of shareholders and of theboard of directors, but in his absence the general meeting or the board willappoint another person as chairman pro tempore by vote of the majority presentat such meeting.

 

Except in cases of urgency or with the prior consent of all thoseentitled to attend, at least 3 (three) days’ written notice of board meetingsshall be given. Any such notice shall specify the time and place of the meetingand the nature of the business to be transacted.

 

The notice may be waived by the consent in writing or by telefax,cable, telegram or telex of each director. No separate notice is required formeetings held at times and places specified in a schedule previously adopted byresolution of the board of directors.

 

Every board meeting shall be held in Luxembourg or at such other placeas the board may from time to time determine.

 

Any director may act at any meeting of the board of directors by

 

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appointing inwriting or by telefax, cable, telegram or telex another director as his proxy.

 

A quorum of the board shall be the presence of 4 (four) of thedirectors holding office.

 

Decisions will be taken by the affirmative votes of a simple majorityof the directors present or represented.

 

In case of urgency, a written decision, signed by all the directors, isproper and valid as though it had been adopted at a meeting of the board ofdirectors which was duly convened and held. Such a decision can be documentedin a single document or in several separate documents having the same content.

 

One or more members of the board may participate in a meeting by meansof a conference telephone or similar communications equipment allowing allpersons participating in the meeting to hear each other at the same time.Participation by such means shall constitute presence in person at the meeting.

 

Article 9. Minutes of meetings of the Board of Directors.

 

The minutes of any meeting of the board of directors will be signed bythe chairman of the meeting. Any proxies will remain attached thereto.

 

Copies or extracts of such minutes which may be produced in judicialproceedings or otherwise will be signed by the chairman or by any two membersof the board of directors.

 

Article 10. Powers of the Board of Directors.

 

The board of directors is vested with the broadest powers to performall acts necessary or useful for accomplishing the corporate object of theCompany. All powers not expressly reserved by law or by the present articles tothe general meeting of shareholders are in the competence of the board of directors.

 

Article 11. Delegation of Powers.

 

The board of directors may delegate the daily management of the Companyand the representation of the Company within such daily management to one ormore directors, officers, executives, employees or other persons who may butneed not be shareholders, or delegate special powers or proxies, or entrustdetermined permanent or temporary functions to persons or agents chosen by it.

 

Delegation of daily management to a member of the board is subject toprevious authorisation by the general meeting of shareholders.

 

Article 12. Directors’ Remuneration.

 

Each of the directors will be entitled to fees for acting as such atsuch rate as may from time to time be determined by resolution of the general

 

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meeting ofshareholders. Any director to whom is delegated daily management or whootherwise holds executive office will also be entitled to receive suchremuneration (whether by way of salary, participation in profits or otherwiseand including pension salary and including pension contributions) as the boardof directors may from time to time decide.

 

Article 13. Conflict of Interests.(3§,14.09.2004)

 

No contract or other transaction between the Company and any othercompany or firm shall be affected or invalidated by the fact that any one ormore of the directors or officers of the Company has a personal interest in, oris a director, associate, officer or employee of such other company or firm.Subject to the following provisions of this Aricle, any director or officer ofthe Company who serves as a director, associate, officer or employee of anycompany or firm with which the Company shall contract or otherwise engage inbusiness shall not, by reason of such affiliation with such other company orfirm, be prevented from considering and voting or acting upon any matters withrespect to such contract or other business.

 

In the event that any director or officer of the Company may have anypersonal interest in any transaction of the Company, he shall make known to theboard such personal interest and shall not consider or vote on any suchtransaction, and such transaction and such director’s or officer’s interesttherein shall be reported to the next general meeting of shareholders.

 

The Company shall indemnify any director or officer and his/her heirs,executors and administrators for any damages, compensations and costs to bepaid by him/her and any expenses reasonably incurred by him/her as aconsequence of, or in connection with any action, suit or proceeding to whichhe/she may be a party by reason of him/her being or having been a director orofficer of the Company, or, at the request of the Company, of any other companyof which the Company is a shareholder or creditor, except in relation tomatters as to which he/she shall be finally judged in such action, suit orproceeding to be liable for gross negligence or wilful misconduct; in the eventof a settlement, indemnification shall be provided only in connection with suchmatters covered by the settlement as to which the Company is advised by itslegal counsel that the person to be indemnified did not commit such breach ofduty. The foregoing right of indemnification shall not exclude other rights towhich he/she may be entitled

 

Article 14. Representation of the Company.

 

The Company will be bound towards third parties by the joint signaturesof any two directors or by the individual signature of the person to whom thedaily management of the Company has been delegated, within such dailymanagement,

 

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or by thejoint signatures or single signature of any persons to whom such signatorypower has been delegated by the board, but only within the limits of suchpower.

 

Article 15. Auditors.

 

The supervision of the operations of the Company is entrusted to one ormore auditors who need not be shareholders.

 

The auditors will be elected by the shareholders’ meeting by a simplemajority of the votes present or represented at such meeting, which willdetermine their number, for a period not exceeding (6) six years. They willhold office until their successors are elected. They are re-eligible, but theymay be removed at any time, with or without cause, by a resolution adopted by asimple majority of the shareholders present or represented at a meeting ofshareholders.

 

**CHAPTER IV.- MEETINGS OF SHAREHOLDERS.**

 

Article 16. Powers of the meeting of shareholders.

 

Any regularly constituted meeting of shareholders of the Companyrepresents the entire body of shareholders. It has the powers conferred upon itby law.

 

Article 17.

 

The board of directors will determine in the convening notice theformalities to be observed by each shareholder for admission to a generalmeeting of the shareholders.

 

Article 18. Annual General Meeting.

 

The annual general meeting will be held in the Grand-Duchy ofLuxembourg, at the registerd office of the Company or at such other place asmay be specified in the notice convening the meeting on the last Tuesday of Mayof each year, at 4.00 p.m., and for the first time in 1993. If such day is apublic holiday, the meeting will be held on the next following business day.

 

Article 19. Other General Meetings.

 

The board of directors may convene other general meetings. Suchmeetings must be convened if shareholders representing at least 1/5 (one fifth)of the Company’s capital so require.

 

Shareholders’ meetings, including the annual general meeting, may beheld abroad if, in the judgment of the board of directors, which is final,circumstances of force majeure so require.

 

Article 20. Procedure, Vote.

 

Shareholders will meet upon call by the board of directors or theauditor or the auditors made in the forms provided for by law. The notice willcontain the agenda of the meeting.

 

If all the shareholders are present or represented at a shareholders’

 

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meeting and ifthey state that they have been informed of the agenda of the meeting, themeeting may be held without prior notice.

 

A shareholder may act at any meeting of the shareholders by appointingas his proxy by instrument in writing or by telefax, cable, telegram or telexanother person who need not be a shareholder.

 

The board of directors may determine all other conditions that must befulfilled in order to take part in a shareholders’ meeting.

 

The shareholders of the Company shall be entitled at each meeting ofthe shareholders to one vote for every share.

 

Except as otherwise required by law, a simple majority of the votespresent or represented at a general meeting is needed to adopt a resolution.

 

Except as otherwise required by these statutes or by law, a majority ofthree quarters (3/4) of the votes present or represented at a meeting of theshareholders shall be necessary to authorize any corporate action to be takenby vote of the shareholders, PROVIDED, however, that in addition a quorum ofpresence of two-thirds (2/3) of the holder of the issued shares of the Companyshall be required to approve the following proposed actions: (i) to amend thesearticles concerning the purpose and form of the Company, (ii) to liquidate ordissolve the Company, (iii) to merge or consolidate the Company with any otherentity or (iv) to sell shares in an initial Public Offering. Unless required bythese statutes or determined by the chairman of the meeting to be advisable,the vote any question other than the election of directors need not be byballot, provided that each shareholder is entitled to request a vote by secretballot. On a vote by ballot, each ballot shall be signed by the shareholdervoting, or by proxy, if there be such proxy, and shall state the number of sharesheld.

 

“Public Offering” means the sale to the publicof the Company’s voting stock, if, immediately following such sale, such votingstock is quoted on a recognized securities exchange or traded over-the-counter,and the shares sold to the public have a market value (based on the closingprice on the date of commencement of such trading) in excess of U.S.$5,000,000.- (five million United States Dollars).

 

Copies or extracts of the minutes of the meeting to be produced injudicial proceedings or otherwise will be signed by the chairman or by any twomembers of the board of directors.

 

**CHAPTER V. FINANCIAL YEAR, DISTRIBUTION OF PROFITS.**

 

Article 21. Financial Year.

 

The Company’s financial year begins on the first day of January andends on the last day of December in every year, except that the first financialyear will begin on the date of formation of the Company and will end on thelast day

 

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of December1992.

 

The board of directors shall prepare annual accounts in accordance withthe requirements of Luxembourg law and accounting practice.

 

Article 22. Appropriation of Profits.

 

From the annual net profits of the Company, five per cent (5%) shall beallocated to the reserve required by law. That allocation will cease to berequired as soon and for as long as such reserve amounts to ten per cent (10%)of the aggregate par value of the issued capital of the Company.

 

Upon recommendation of the board of directors, the general meeting ofshareholders determines how the remainder of the annual net profits will bedisposed of. It may decide to allocate the whole or part of the remainder to areserve or to a provision reserve, to carry it forward to the next followingfinancial year or to distribute it to the shareholders as dividend.

 

Subject to the conditions fixed by law, the board of directors may payout an advance payment on dividends. The board fixes the amount and the date ofpayment of any such advance payment.

 

Dividends may also be paid out of unappropriated net profit broughtforward from prior years. Dividends shall be paid in United States Dollars orby free allotment of shares of the Company or otherwise in specie as thedirectors may determine, and may be paid at such times as may be determined bythe board of directors. Payment of dividends shall be made to holders of sharesat their addresses in the register of shareholders. No interest shall be dueagainst the Company on dividends declared but unclaimed.

 

Shareholders are entitled to share in the profits of the Company prorata to the paid up par value of their shareholding.

 

**CHAPTER VI.- DISSOLUTION, LIQUIDATION.**

 

Article 23. Dissolution, Liquidation.

 

The Company may be dissolved by a decision taken in a meeting ofshareholders resolving at the same conditions as to quorum of presence and majorityas those imposed by Article 20.

 

Should the Company be dissolved, the liquidation will be carried out byone or more liquidators appointed by the general meeting of shareholders, whichwill determine their powers and their compensation.

 

The shares carry a right to a repayment (from the assets available fordistribution to shareholders) of the nominal capital paid up in respect of suchshares and the right to share in surplus assets on a winding up of the Companypro rata to the par value paid up on such shares.

 

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