<DOCUMENT>
<TYPE>EX-5
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<FILENAME>jul3003_ex05.txt
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                                                                       EXHIBIT 5




<PAGE>

                                                                  CONFORMED COPY

                               Dated 18 July 2003




                        MILLICOM TELECOMMUNICATIONS S.A.

                                       and

                      MILLICOM INTERNATIONAL CELLULAR S.A.

                                       and

                             DEUTSCHE BANK AG LONDON





                             SUBSCRIPTION AGREEMENT




                                   relating to
                         SEK2,556,000,000 5.00 per cent.
    Fixed and Additional Guaranteed Rate Secured Mandatory Exchangeable Notes
                                    due 2006
                                    issued by
                        Millicom Telecommunications S.A.
                  exchangeable for Series B shares in Tele2 AB
                                and guaranteed by
                      Millicom International Cellular S.A.












                                   Linklaters


<PAGE>


This Agreement is made on 18 July 2003 between:

(1)      MILLICOM TELECOMMUNICATIONS S.A., a limited company incorporated in the
         Grand Duchy of Luxembourg, registered with the Register of Commerce and
         Companies in Luxembourg under number B 64899 and whose registered
         office is at 75, route de Longwy, L-8080 Luxembourg (the "Issuer");

(2)      MILLICOM INTERNATIONAL CELLULAR S.A., a public limited company
         incorporated in the Grand Duchy of Luxembourg, registered with the
         Register of Commerce and Companies in Luxembourg under number B 40630
         and whose registered office is at 75, route de Longwy, L-8080
         Luxembourg (the "Guarantor); and

(3)      DEUTSCHE BANK AG LONDON ("Deutsche Bank").

WHEREAS:

(A)      The parties to this Agreement wish to record the arrangements agreed
         between them in relation to an issue by the Issuer of SEK2,556,000,000
         5.00 per cent. Fixed and Additional Rate Guaranteed Secured Mandatory
         Exchangeable Notes due 2006 (the "Notes") guaranteed by the Guarantor,
         which expression where the context so admits shall include the
         temporary global note (the "Temporary Global Note") and the global note
         (the "Global Note") replacing the Temporary Global Note to be delivered
         in respect of them), in each case exchangeable for fully-paid Series B
         shares of nominal value SEK5 each of Tele2 AB (the "Shares"). The
         definitive Notes if required to be issued will be in bearer form in the
         denomination of SEK14,250 with coupons attached.

(B)      The Notes will be constituted by a Trust Deed in the agreed form
         expected to be dated 7 August 2003 (the "Trust Deed") between the
         Issuer, the Guarantor and Deutsche Trustee Company Limited as trustee
         (the "Trustee") and will have the benefit of security contained in the
         Trust Deed over, inter alia, a stock lending agreement to be dated 7
         August 2003 (the "Stock Lending Agreement"). Payments and other
         functions in respect of the Notes will be made or performed on behalf
         of the Issuer and the Guarantor by agents appointed under a paying and
         exchange agency agreement in the agreed form expected to be dated 7
         August 2003 (the "Agency Agreement") between the Issuer, the Guarantor,
         the Trustee and the agents named therein (the "Agents"). The Notes will
         also have the benefit of a Calculation Agency Agreement to be dated 7
         August 2003 between the Issuer, the Guarantor and the calculation agent
         named in it (the "Calculation Agency Agreement"). This Agreement, the
         Trust Deed, the Agency Agreement, the Calculation Agency Agreement and
         the Stock Lending Agreement are together referred to herein as the
         "Contracts". References in this Agreement to a document being in the
         agreed form shall be the form of such document signed by identification
         by Linklaters with such changes as may be approved by Deutsche Bank,
         the Issuer and the Guarantor.

1        Issue of the Notes and Publicity

1.1      Agreement to Issue Notes: Subject to the terms of this Agreement, the
         Issuer agrees to issue the Notes on 7 August 2003, or such other date
         as the Issuer, the Guarantor and Deutsche Bank may agree (the "Closing
         Date"), to Deutsche Bank or as it may direct, and the Guarantor agrees
         to guarantee all obligations of the Issuer in relation to the Notes.

1.2      Issue Price: The Notes will be issued at the Issue Price (as defined
         below), subject to the deduction of the commission referred to in

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<PAGE>


         Clause 9 and the expenses referred to in Clause 10. "Issue Price" means
         100 per cent. of the aggregate principal amount of the Notes.

1.3      Offering Circular: The Issuer and the Guarantor undertake to prepare an
         offering circular by 5 August 2003 (the "Offering Circular") for use in
         connection with the issue of the Notes and hereby authorise Deutsche
         Bank to distribute copies of the Offering Circular in connection with
         the offering and sale of the Notes.

1.4      Publicity: Each of the Issuer and the Guarantor confirms the
         arrangements made on its behalf by Deutsche Bank for announcements in
         respect of the Notes to be published on such dates and in such
         newspapers or other publications as they may agree with Deutsche Bank.

2        Agreements by Deutsche Bank

2.1      Subscription: Deutsche Bank agrees to subscribe and pay for the
         aggregate principal amount of Notes on the Closing Date at the Issue
         Price and on the terms of this Agreement.

2.2      Restrictions: Deutsche Bank warrants and agrees that it has complied
         and will comply with the terms set out in the Schedule.

3        Stabilisation

         Deutsche Bank may, to the extent permitted by applicable laws
         over-allot and effect transactions in any over the counter market or
         otherwise in connection with the issue and distribution of the Notes
         with a view to supporting the market price of the Notes and/or the
         Shares at levels other than those which might otherwise prevail, but in
         doing so, it shall not act as agent of the Issuer or the Guarantor and
         any loss resulting from over-allotment or stabilisation will be borne,
         and any profit arising therefrom shall be retained, by Deutsche Bank.
         Deutsche Bank acknowledges that the Issuer has not authorised the issue
         of the Notes in an amount exceeding SEK2,556,000,000 principal amount.

4        Listing

4.1      Application for Listing: The Issuer confirms that it has authorised
         Deutsche Bank to make or cause to be made an application on its behalf
         for the Notes to be listed on the Luxembourg Stock Exchange (the "Stock
         Exchange"). In connection with such application, the Issuer agrees to
         deliver to the Stock Exchange copies of the Offering Circular, which
         shall comply with the rules of the Stock Exchange, and to take such
         other steps as may be required for the purpose of obtaining such
         listing.

4.2      Maintenance of Listing: The Issuer will use all reasonable endeavours
         to maintain the listing of the Notes on the Stock Exchange for as long
         as any Note is outstanding. If, however, it is unable to do so, having
         used such endeavours, or if the maintenance of such listing is unduly
         onerous, the Issuer will instead use all reasonable endeavours promptly
         to obtain and thereafter to maintain a listing for the Notes on such
         other stock exchange as the Issuer and the Guarantor may (after
         consultation with Deutsche Bank) decide.

5        Representations, Warranties and Indemnity

5.1      Representations and Warranties: The Issuer and the Guarantor, jointly
         and severally hereby represent and warrant to Deutsche Bank that:

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<PAGE>

         5.1.1    Incorporation: each of them is duly incorporated as a societe
                  anonyme and validly existing under the laws of Luxembourg,
                  each with full power and authority to own its assets and
                  conduct its business and is lawfully qualified to do business
                  in those jurisdictions in which business is conducted by it
                  other than where the failure to be so qualified would not have
                  a material adverse effect on the Issuer or the Guarantor, as
                  the case may be;

         5.1.2    Validity of Contracts: this Agreement has been duly
                  authorised, executed and delivered by the Issuer and the
                  Guarantor and constitutes, and the other Contracts to which
                  each is a party have been duly authorised by the Issuer and
                  the Guarantor (as the case may be) and on the Closing Date
                  will constitute, valid and legally binding obligations of the
                  Issuer and the Guarantor (as the case may be), enforceable
                  against the Issuer and the Guarantor (as the case may be) in
                  accordance with their terms subject to mandatory provisions of
                  applicable law (including applicable bankruptcy, insolvency,
                  reorganisation, rehabilitation, moratorium and similar laws
                  affecting creditors' rights generally);

         5.1.3    Validity of the Notes: the Notes have been duly authorised by
                  the Issuer and, when duly executed, authenticated, issued,
                  delivered and paid for in accordance with the Contracts, will
                  constitute valid and legally binding obligations of the
                  Issuer, enforceable against the Issuer in accordance with
                  their terms subject to mandatory provisions of applicable law
                  (including applicable bankruptcy, insolvency, reorganisation,
                  rehabilitation, moratorium and similar laws affecting
                  creditors' rights generally);

         5.1.4    Validity of the Guarantee: the guarantee of the Guarantor to
                  be contained in the Trust Deed (the "Guarantee") has been duly
                  authorised by the Guarantor and, when the Trust Deed has been
                  duly executed and delivered, will constitute valid and legally
                  binding obligations of the Guarantor subject to mandatory
                  provisions of applicable law (including applicable bankruptcy,
                  insolvency, reorganisation, rehabilitation, moratorium and
                  similar laws affecting creditors' rights generally);

         5.1.5    Consents: all consents, clearances, approvals, authorisations,
                  orders, registrations or qualifications of or with any court
                  or governmental agency or body required for the execution and
                  delivery of the Contracts, the issue of the Notes, the giving
                  of the Guarantee, the performance of the Issuer of the terms
                  of the Notes (including their exchange for Shares pursuant to
                  the Conditions) and the Contracts and the consummation of the
                  other transactions herein and therein contemplated have been
                  obtained and are in full force and effect and are not subject
                  to any conditions which are required to be satisfied prior to
                  the date hereof and have not been satisfied and no action or
                  thing is required to be taken, fulfilled or done in relation
                  to the same;

         5.1.6    Exchange Property: When the Notes are exchanged for the Shares
                  pursuant to the Conditions, such Shares will be validly
                  issued, paid-up and freely transferable;

         5.1.7    Conduct of Business: each of the Issuer and the Guarantor (i)
                  are in compliance with any and all applicable national, state,
                  provincial and local laws and regulations required to conduct
                  their respective businesses in each jurisdiction in which such
                  businesses are conducted, (ii) have received all permits,
                  licences or other approvals required of them under applicable
                  national, state, provincial and local laws and regulations
                  required to conduct their respective businesses in each

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                                       3

<PAGE>


                  jurisdiction in which such businesses are conducted and (iii)
                  are in compliance with all terms and conditions of any such
                  permit, licence or approval, except in each case where such
                  non-compliance, failure to receive required permits, licences
                  or other approvals or failure to comply with the terms and
                  conditions of such permits, licences or approvals would not,
                  singly or in the aggregate, have a material adverse effect on
                  the Issuer, the Guarantor or the Guarantor and its
                  subsidiaries taken as a whole (the "Guarantor Group");

         5.1.8    Compliance: the execution and delivery of the Contracts, the
                  issue of the Notes, the giving of the Guarantee, the carrying
                  out of the other transactions contemplated by the Contracts
                  and the Notes (including the mandatory exchange of the Notes
                  for the Shares) to be carried out by it and compliance with
                  their terms do not and will not (a) require the consent,
                  approval, authorisation, registration or qualification of or
                  with any governmental authority or (b) conflict with or result
                  in a breach of any of the terms or provisions of, or
                  constitute a default under, the articles of association of the
                  Issuer or the Guarantor, as the case may be, or any indenture,
                  trust deed, mortgage or other agreement or instrument to which
                  the Issuer or the Guarantor is a party or by which either of
                  them or any of their respective properties is bound, or (c)
                  infringe any currently existing applicable law, rule,
                  regulation, judgment, order or decree of any government,
                  governmental body or court, domestic or foreign, having
                  jurisdiction over the Issuer, the Guarantor or any of their
                  respective properties or assets;

         5.1.9    Offering Circular: (i) the Offering Circular will as at its
                  date contain all information with respect to the Issuer, the
                  Guarantor, the Guarantor Group, the Notes and to the Guarantee
                  which is material in the context of the issue and offering of
                  the Notes and information which, according to the particular
                  nature of the Issuer, the Guarantor, the Guarantor Group, the
                  Notes and the Guarantee, is necessary to enable investors and
                  their investment advisers to make an informed assessment of
                  the assets and liabilities, financial position, profits and
                  losses, and prospects of the Issuer and the Guarantor and of
                  the rights attaching to the Notes and to the Guarantee, (ii)
                  all statements of fact to be contained in the Offering
                  Circular relating to the Issuer, the Guarantor, the Guarantor
                  Group, the Guarantee and the Notes will on its date of
                  publication be, in every material particular, true and
                  accurate and not misleading, (iii) all statements of opinion,
                  intention or expectation to be contained in the Offering
                  Circular will as of its date of publication be truly and
                  honestly held and will be made after due and careful
                  consideration of all relevant circumstances and will be based
                  on reasonable assumptions, (iv) the information included in
                  the Offering Circular with respect to Tele2 AB and the Shares
                  consists of accurate extracts from, or summaries of,
                  information which has been released publicly by Tele2 AB, (v)
                  no other facts will be omitted from the Offering Circular if
                  such omission would make any statement in the Offering
                  Circular, as of its date of publication, misleading in any
                  material respect, (vi) all reasonable enquiries will be made
                  by the Issuer and the Guarantor to ascertain such facts and to
                  verify the accuracy of all such information and statements and
                  (vii) the Offering Circular as of its date of publication will
                  not contain any untrue statement of a material fact or omit to
                  state a material fact necessary in order to make the
                  statements made therein, in the light of the circumstances
                  under which they are made, misleading;

         5.1.10   Financial Statements - Guarantor: (i) the audited consolidated
                  financial statements of the Guarantor and its consolidated
                  subsidiaries taken as a whole

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<PAGE>


                  (the "Guarantor's Consolidated Group") as at and for the three
                  years ended 31 December 2002 and the unaudited consolidated
                  financial statements for the three months ended 31 March 2003
                  were prepared in accordance with International Standards on
                  Auditing consistently applied, give a true and fair view of
                  the financial position of the Guarantor and the Guarantor's
                  Consolidated Group as at the relevant dates, and the results
                  of operations and changes in financial position of the
                  Guarantor and the Guarantor's Consolidated Group for the
                  periods in respect of which they have been prepared, and (ii)
                  since 31 December 2002 there has been no change (nor any
                  development or event involving a prospective change) which is
                  materially adverse to the condition (financial or other),
                  management, earnings, property, business affairs or business
                  prospects, net worth or results of operations of the Guarantor
                  or of the Guarantor's Consolidated Group respectively other
                  than as disclosed in information which has been released
                  publicly by the Guarantor;

         5.1.11   Financial Statements - Issuer: (i) the audited consolidated
                  financial statements of the Issuer and its consolidated
                  subsidiaries taken as a whole (the "Issuer's Consolidated
                  Group") as at and for the three years ended 31 December 2002
                  and the unaudited consolidated financial statements for the
                  three months ended 31 March 2003 were prepared in accordance
                  with International Standards on Auditing consistently applied,
                  give a true and fair view of the financial position of the
                  Issuer and the Issuer's Consolidated Group as at the relevant
                  dates, and the results of operations and changes in financial
                  position of the Guarantor and the Issuer's Consolidated Group
                  for the periods in respect of which they have been prepared,
                  and (ii) since 31 December 2002 there has been no change (nor
                  any development or event involving a prospective change) which
                  is materially adverse to the condition (financial or other),
                  management, earnings, property, business affairs or business
                  prospects, net worth or results of operations of the Issuer or
                  of the Issuer's Consolidated Group respectively other than as
                  disclosed in information which has been released publicly by
                  the Issuer;

         5.1.12   Tele2 AB: to the best of the knowledge and belief of each of
                  the Issuer and the Guarantor in the context of the issue and
                  offering of the Notes, (i) the Relevant Information is in
                  every particular true and accurate in all material respects
                  and not misleading and (ii) since 31 December 2002, save as
                  may be disclosed in the Relevant Information, there has been
                  no change (nor any development or event involving a
                  prospective change) which is materially adverse to the
                  condition (financial or other), results of operations or
                  general affairs of Tele2 AB. For the purposes of this Clause
                  5.1.12, "Relevant Information" means in respect of Tele2 AB,
                  the Form 20-F filed by Tele2 AB on 27 June 2003 with the U.S.
                  Securities and Exchange Commission (the "SEC") with respect to
                  the fiscal year ended 31 December 2002 and any report filed by
                  Tele2 AB with the SEC since that date.

         5.1.13   Litigation: there are no pending actions, suits or proceedings
                  against or affecting the Issuer or the Guarantor or any of
                  their respective properties which, if determined adversely to
                  the Issuer or the Guarantor, could individually or in the
                  aggregate have a material adverse effect on the condition
                  (financial or other), management, earnings, property, business
                  affairs or business prospects, net worth or results of
                  operations or the general affairs of the Issuer or the
                  Guarantor or the Guarantor Group as a whole or on the ability
                  of the Issuer or the Guarantor to perform its obligations
                  under the Contracts, the Notes or the Guarantee or which

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                  are otherwise material in the context of the issue of the
                  Notes and, to the best of the Issuer's and the Guarantor's
                  knowledge, no such actions, suits or proceedings are
                  threatened or contemplated;

         5.1.14   Events of Default: no event has occurred or circumstance
                  arisen in relation to the Issuer or the Guarantor which, had
                  the Notes already been issued, might (whether or not with the
                  giving of notice and/or the passage of time and/or the
                  fulfilment of any other requirement) constitute an "Event of
                  Default" as to be defined in the conditions of the Notes (the
                  "Conditions");

         5.1.15   Non-public Information: none of the Issuer, the Guarantor and
                  their directors or officers are aware of any fact or
                  circumstance in relation to the Guarantor Group or in relation
                  to Tele2 AB that would be expected to have a material effect
                  upon the market price of the Notes, the Issuer, the Guarantor
                  or the Guarantor Group, the Shares or Tele2 AB, other than any
                  fact or circumstance which has been disclosed to the Stock
                  Exchange or the Stockholm Stock Exchange, as the case may be,
                  in accordance with the rules of the Stock Exchange or the
                  Stockholm Stock Exchange, as the case may be, prior to the
                  date of this Agreement;

         5.1.16   U.S. Market Interest: each of the Issuer and the Guarantor is
                  a "foreign issuer" (as such term is defined in Regulation S
                  under the U.S. Securities Act of 1933 (the "Securities Act"))
                  which reasonably believes that there is no "substantial U.S.
                  market interest" (as such term is defined in Regulation S
                  under the Securities Act ("Regulation S")) in the Issuer or
                  the Guarantor's debt securities or in the Shares or any
                  securities of the same class as the Shares;

         5.1.17   Directed Selling Efforts: neither the Issuer nor the
                  Guarantor nor any of their respective affiliates (as defined
                  in Rule 405 under the Securities Act), nor any person (other
                  than Deutsche Bank) acting on its or their behalf has engaged
                  in any "directed selling efforts" (as defined in Regulation
                  S) with respect to the Notes or the Shares;

         5.1.18   Stabilisation: neither the Issuer nor the Guarantor nor any
                  of their respective affiliates (as defined in Rule 405 under
                  the Securities Act), nor any person acting on its or their
                  behalf has taken or will take, directly or indirectly, any
                  action designed to cause or to result in, or that has
                  constituted or which might reasonably be expected to cause or
                  result in, the stabilisation or manipulation of the price of
                  any security of the Issuer to facilitate the sale or resale
                  of the Notes in violation of applicable laws;

         5.1.19   Offering Restrictions: the Issuer and the Guarantor have
                  complied with the necessary "offering restrictions" (as such
                  term is defined in Regulation S); and

         5.1.20   Stabilising Guidance and Safe Harbour: the Issuer has been
                  informed of the existence of the FSA stabilising guidance
                  contained in Section MAR 2, Ann 2G of the FSA Handbook (the
                  handbook of rules and guidance issued by the Financial
                  Services Authority) and has not taken or omitted to take any
                  action and will not take any action or omit to take any action
                  (such as issuing any press release relating to the Notes or
                  the Shares without the FSA/Stabilisation legend) which may
                  result in the loss by Deutsche Bank of the ability to rely on
                  any stabilisation safe harbour provided by the Financial
                  Services Authority under the Financial Services and Markets
                  Act 2000 (the "FSMA").


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<PAGE>


         5.1.21   Market Manipulation: neither the Issuer nor the Guarantor nor
                  any of their respective subsidiaries has undertaken or will
                  undertake, directly or indirectly, any activities which would
                  have, or which would reasonably result in or would constitute
                  an illegal adjustment to the price of a manipulation of the
                  price of any transferable securities issued by the Issuer or
                  Tele2 AB.

5.2      Indemnity: The Issuer and the Guarantor hereby jointly and severally
         undertake to Deutsche Bank that if Deutsche Bank or any of its
         affiliates or controlling persons (as defined in the Securities Act) or
         any of its directors, officers, employees or agents (each a "Relevant
         Party") incurs any loss, liability, damages, cost, charge, expense
         (including legal fees and costs and expenses (a "Loss") by reason of or
         in connection with (i) any breach, or alleged breach by the Issuer
         and/or the Guarantor, of the representations, warranties or obligations
         of the Issuer and the Guarantor, as the case may be, under this
         Agreement; or (ii) the Offering Circular containing, or being alleged
         to contain, any untrue statement of a material fact or omitting, or
         being alleged to omit, a fact necessary to make any statement therein,
         in the light of the circumstances under which it was made, not
         misleading, the Issuer or the Guarantor shall pay to Deutsche Bank on
         demand an amount equal to such Loss. Neither the Issuer nor the
         Guarantor shall be liable in respect of any settlement of any such
         action effected without its consent.

6        Covenants

6.1      The Issuer and the Guarantor agree with Deutsche Bank as follows:

         6.1.1    Preparation and delivery of Offering Circular: the Issuer and
                  the Guarantor will prepare and deliver, without charge, to
                  Deutsche Bank at least three days prior to the Closing Date
                  and thereafter from time to time as requested, such numbers of
                  copies of the Offering Circular as Deutsche Bank may
                  reasonably request, and the Issuer or the Guarantor will
                  deliver to Deutsche Bank at least three days prior to the
                  Closing Date three copies of the Offering Circular signed by a
                  duly authorised officer of the Issuer; the Offering Circular
                  shall be in a form which complies with the rules of the Stock
                  Exchange;

         6.1.2    Amendment to Offering Circular: if at any time prior to the
                  later of the completion (in the determination of Deutsche
                  Bank) of the distribution of the Notes or the date 90 days
                  after the Closing Date, any event shall have occurred as a
                  result of which the Offering Circular, as then amended or
                  supplemented, would include an untrue statement of a material
                  fact or omit to state any material fact necessary in order to
                  make the statements therein, in the light of the circumstances
                  under which they were made, not misleading, or if for any
                  other reason it shall be necessary to amend or supplement the
                  Offering Circular, the Issuer and the Guarantor will
                  immediately notify Deutsche Bank, and, upon request from
                  Deutsche Bank, will promptly prepare and furnish without
                  charge as many copies as Deutsche Bank may, from time to time,
                  reasonably request of an amended Offering Circular or a
                  supplement to the Offering Circular which will correct such
                  statement or omission and shall comply with the rules of the
                  Stock Exchange, but neither Deutsche Bank's consent to nor the
                  delivery of any such amended Offering Circular or supplement
                  to the Offering Circular shall constitute a waiver of any of
                  the provisions hereof;

         6.1.3    Warranties: without prejudice to its obligations under Clause
                  6.1.2 above, the Issuer and the Guarantor will notify Deutsche
                  Bank promptly upon becoming aware

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                  of any event or development making untrue or incorrect in any
                  material respect, any of its representations, warranties,
                  agreements or indemnities herein contained at any time prior
                  to payment of the net purchase moneys being made on the
                  Closing Date and take such steps as may be reasonably
                  requested by Deutsche Bank to remedy and/or publicise the
                  same;

         6.1.4    Taxes: the Issuer (failing whom the Guarantor) will pay (i)
                  any stamp, issue, registration, documentary or other taxes and
                  duties, including interest and penalties, payable on or in
                  connection with the issue, subscription and sale of the Notes
                  by the Issuer; and (ii) in addition to any amount payable by
                  it under this Agreement, any value added, turnover or similar
                  tax payable in respect of that amount or any other amount
                  payable by the Issuer (failing whom the Guarantor) under this
                  Agreement (and references in this Agreement to any such amount
                  shall be deemed to include any such taxes so payable in
                  addition to it);

         6.1.5    Announcements: between the date hereof and the date 30 days
                  following the Closing Date (both dates inclusive), the Issuer
                  (failing whom the Guarantor) will (unless prevented by
                  applicable law or regulation), and will cause any subsidiary
                  and all other parties acting on its or any of their behalf to,
                  notify and consult with Deutsche Bank at least 48 hours prior
                  to issuing any announcement concerning or which could be
                  material in the context of the issue, offering and
                  distribution of the Notes;

         6.1.6    Directed Selling Efforts: neither the Issuer nor the
                  Guarantor, nor any of their respective affiliates (as defined
                  in Rule 405 under the Securities Act), nor any person acting
                  on any of their behalf will engage in any "directed selling
                  efforts" (as defined in Regulation S) with respect to the
                  Notes or the Shares to be delivered upon exchange of the
                  Notes; and

         6.1.7    Compliance: it will comply with and use its best endeavours to
                  obtain, and maintain in force, all approvals, authorisations
                  and consents which are necessary for the Issuer or the
                  Guarantor, as the case may be, to comply with its obligations
                  under the Contracts and the Notes.

7        Conditions Precedent

7.1      The obligations of Deutsche Bank to subscribe and pay for the Notes on
         the Closing Date are conditional upon:

         7.1.1    Other Contacts: the execution on or before the Closing Date of
                  the other Contracts by the respective parties thereto;

         7.1.2    Listing: the Stock Exchange having agreed to list the Notes on
                  the Closing Date, subject only to the issue of the Notes to be
                  issued on such date, or Deutsche Bank being satisfied that
                  such listing will be granted shortly after the Closing Date;

         7.1.3    Auditors' Letters: on the date of the Offering Circular and on
                  the Closing Date, there having been delivered to Deutsche Bank
                  a letter, in each case in the agreed form, dated the date of
                  the Offering Circular and the Closing Date respectively, and
                  addressed to Deutsche Bank, from PricewaterhouseCoopers Sarl,
                  the auditors to the Issuer and to the Guarantor;

         7.1.4    Compliance: on the Closing Date (a) the representations and
                  warranties of the Issuer and the Guarantor in this Agreement
                  being true, accurate and correct at,

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                  and as if made on, the Closing Date and (b) the Issuer and the
                  Guarantor having performed all of its obligations under this
                  Agreement to be performed on or before the Closing Date and
                  there having been delivered to Deutsche Bank a certificate,
                  dated the Closing Date, signed by a duly authorised officer of
                  the Issuer and of the Guarantor, to such effect; and

         7.1.5    Legal Opinions: on or before the Closing Date there having
                  been delivered to Deutsche Bank opinions, in form and
                  substance reasonably satisfactory to Deutsche Bank, dated the
                  Closing Date of:

                  (i)      Linklaters Loesch, legal advisers to the Issuer and
                           to the Guarantor as to Luxembourg law; and

                  (ii)     Linklaters, legal advisers to Deutsche Bank and the
                           Trustee as to English law;

                  and such other documents, opinions and certificates as
                  Deutsche Bank may reasonably require.

7.2      Waiver: Deutsche Bank may, at its discretion and upon such terms as it
         thinks fit, waive compliance with the whole or any part of this Clause
         7 other than Clause 7.1.1.

8        Closing

8.1      Issue of Notes: At 15.00 hours (London time) (or such other time as may
         be agreed between Deutsche Bank and the Issuer) on the Closing Date,
         the Issuer will issue and deliver to Deutsche Bank or its order in such
         place as Deutsche Bank may reasonably require the Temporary Global Note
         duly executed and authenticated and to be held by or to the order of a
         common depositary (the "Common Depositary") for Euroclear Bank
         S.A./N.V., as operator of the Euroclear system and Clearstream Banking,
         societe anonyme.

8.2      Payment: Against such issue and delivery, Deutsche Bank will pay or
         cause to be paid to the Issuer the net subscription moneys for the
         Notes (being the aggregate amount payable for the Notes calculated at
         the Issue Price less the combined management, selling and underwriting
         commission referred to in Clause 9 in respect of the Notes and any
         amounts payable under Clause 10). Such payment shall be made in Swedish
         kronor in immediately available funds to such Swedish kronor account in
         Stockholm as shall be notified by the Issuer to Deutsche Bank not later
         than three business days prior to the Closing Date, evidence of such
         payment taking the form of a confirmation from the Common Depositary
         that it has made the relevant payment to the Issuer.

9        Commission and Concession

         The Issuer (failing whom the Guarantor) agrees to pay to Deutsche Bank
         a combined management, selling and underwriting commission of 2.75 per
         cent of the aggregate principal amount of the Notes. Such commission
         shall be deducted from the subscription moneys for the Notes as
         provided in Clause 8.


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                                       9

<PAGE>


10       Expenses

         The Issuer, failing whom the Guarantor, has agreed to pay upon closing
         certain expenses in connection with the issue of the Notes, such sum as
         is set out in a separate agreement between Deutsche Bank, the Issuer
         and the Guarantor.

11       Termination

         11.1     Deutsche Bank's Ability to Terminate: Notwithstanding anything
                  contained in this Agreement, Deutsche Bank may by notice to
                  the Issuer and the Guarantor given at any time prior to
                  payment of the net subscription moneys for the Notes terminate
                  this Agreement in any of the following circumstances:

         11.1.1   if there shall have come to the notice of Deutsche Bank a
                  material breach of, or any event rendering untrue or incorrect
                  in any material respect any of the representations and
                  warranties made pursuant to Clause 5.1 or any failure by the
                  Issuer or the Guarantor to perform any of its undertakings or
                  agreements in this Agreement;

         11.1.2   if any of the conditions specified in Clause 7 has not been
                  satisfied or waived by Deutsche Bank on or before the Closing
                  Date;

         11.1.3   if any of the following has occurred: (i) any material adverse
                  change or any development involving a prospective material
                  adverse change in or affecting the condition, financial or
                  otherwise of the Issuer or the Guarantor or the Guarantor
                  Group or the earnings, business, management, properties,
                  assets, rights, operations, condition (financial or otherwise)
                  or prospects of the Issuer or the Guarantor or the Guarantor
                  Group, whether or not arising in the ordinary course of
                  business, (ii) any outbreak or escalation of hostilities or
                  declaration of war or national emergency or other national or
                  international calamity or crisis or change in economic or
                  political conditions if the effect of such outbreak,
                  escalation, declaration, emergency, calamity, crisis or change
                  on the financial markets of the European Union, Luxembourg,
                  the Kingdom of Sweden or the United States would, in the
                  judgment of Deutsche Bank, make it impracticable or
                  inadvisable to market the Notes or to enforce contracts for
                  the sale of the Notes, or (iii) any suspension of trading in
                  securities generally on the Stock Exchange or on the New York
                  Stock Exchange or limitation on prices (other than limitations
                  on hours or numbers of days of trading) for securities on any
                  such exchange, (iv) the enactment, publication, decree or
                  other promulgation of any statute, regulation, rule or order
                  of any court or other governmental authority which in the
                  opinion of Deutsche Bank materially and adversely affects or
                  may materially and adversely affect the business or operations
                  of the Issuer or the Guarantor or the Guarantor Group, (v) the
                  declaration of a banking moratorium by the European Union,
                  Luxembourg, the Kingdom of Sweden or the United States or New
                  York State authorities, (vi) any downgrading, or placement on
                  any watch list for possible downgrading, in the rating of the
                  Issuer's debt securities by any nationally recognised
                  statistical rating organisation; (vii) the suspension of
                  trading of the Guarantor's securities on any exchange or
                  over-the-counter market or any governmental authority or,
                  (viii) the taking of any action by any governmental body or
                  agency in respect of its monetary or fiscal affairs which in
                  the reasonable opinion of Deutsche Bank has a material adverse
                  effect on the securities markets in the European Union,
                  Luxembourg, the Kingdom of Sweden or the United States.


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                                       10

<PAGE>


11.2     Consequences of Termination:

         Upon such notice being given on or prior to the Closing Date, this
         Agreement shall terminate and be of no further effect and no party
         shall be under any liability to any other in respect of this Agreement,
         except that the Issuer (failing whom the Guarantor) shall remain liable
         under Clause 10 and Clause 11.3 and the respective obligations of the
         parties pursuant to Clause 12 which would have continued had the
         arrangements for the subscription and issue of the Notes been
         completed, shall continue.

11.3     Expenses on Termination: In the event that this Agreement is terminated
         prior to the issue of the Notes the Issuer (failing whom the Guarantor)
         shall, upon demand, reimburse Deutsche Bank for all out-of-pocket
         expenses (including fees and disbursements of legal counsel) that shall
         have been incurred by Deutsche Bank in connection with the proposed
         issue and sale of the Notes.

12       Survival of Representations and Obligations

         The representations, warranties, agreements, undertakings and
         indemnities in this Agreement shall continue in full force and effect
         despite completion of the arrangements for the subscription and issue
         of the Notes or any investigation made by or on behalf of Deutsche
         Bank.

13       Communications

         Addresses: Any communication shall be given by letter, fax or telephone
         in the case of notices to the Issuer as follows:

         Millicom Telecommunications S.A.
         75 Route de Longwy
         L-8080 Bertrange
         Luxembourg

         Fax no.: + 352 27 759 359
         Attention: Chief Financial Officer

         and in the case of notices to the Guarantor, to it at:

         Millicom International Cellular S.A.
         75 Route de Longwy
         L-8080 Bertrange
         Luxembourg

         Fax no:    + 352 27 759 359
         Attention: Chief Financial Officer

         with a copy to:

         Banque Invik Sa 7
         Avenue J.P. Pescatore
         PO Box 285
         L-2012 Luxembourg
         Attention: Head of Corporate Finance



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                                       11

<PAGE>


         and in the case of notices from the Issuer or the Guarantor, to
         Deutsche Bank at:

         Winchester House
         1 Great Winchester Street
         London EC2N 2DB

         Telephone no: +44 207 545 6304
         Fax no:       +44 207 545 6301
         Attention:    Marcus LeGrice

13.1     Effectiveness: Any such communication shall take effect, in the case of
         a letter, at the time of delivery or, in the case of fax, at the time
         of despatch or, in the case of telephone, when made.

13.2     Confirmations: Any communication not by letter shall be confirmed by
         letter but failure to send or receive the letter of confirmation shall
         not invalidate the original communication.

14       Contracts (Rights of Third Parties) Act 1999

         A person who is not a party to this Agreement has no right under the
         Contracts (Rights of Third Parties) Act 1999 to enforce any term of
         this Agreement.

15       Governing Law and Jurisdiction

15.1     Governing law: This Agreement shall be governed by and construed in
         accordance with English law.

15.2     Jurisdiction: The courts of England are to have jurisdiction to settle
         any disputes which may arise out of or in connection with this
         Agreement and accordingly any legal action or proceedings arising out
         of or in connection with this Agreement ("Proceedings") may be brought
         in such courts. Each of the Issuer and the Guarantor irrevocably
         submits to the jurisdiction of such courts and waives any objection to
         Proceedings in such courts whether on the ground of venue or on the
         ground that the Proceedings have been brought in an inconvenient forum.
         These submissions are made for the benefit of Deutsche Bank and shall
         not limit the right of any of them to take Proceedings in any other
         court of competent jurisdiction nor shall the taking of Proceedings in
         one or more jurisdictions preclude the taking of Proceedings in any
         other jurisdiction (whether concurrently or not).

15.3     Agent for Service of Process: Each of the Issuer and the Guarantor
         irrevocably appoints Metro International UK Limited, at its registered
         office for the time being (being at the date hereof at 3rd Floor,
         Interpark House, 7 Down Street, London W1J 7AJ) as its authorised agent
         for service of process in England. If for any reason such agent shall
         cease to be such agent for service of process, the Issuer and the
         Guarantor shall forthwith, on request of Deutsche Bank, appoint a new
         agent for service of process in England and deliver a copy of the new
         agent's acceptance of that appointment within 30 days. Nothing in this
         Agreement shall affect that right to serve process in any other manner
         permitted by law.



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                                       12


<PAGE>



                                    SCHEDULE

                              SELLING RESTRICTIONS


1        General: No action has been or will be taken in any jurisdiction by
         Deutsche Bank or the Issuer, that would permit a public offering of the
         Notes or possession or distribution of the Offering Circular or any
         other offering or publicity material relating to the Notes in any
         country or jurisdiction where action for that purpose is required.
         Deutsche Bank will comply with all applicable laws and regulations in
         each jurisdiction in which it acquires, offers, sells or delivers Notes
         or has in its possession or distributes the Offering Circular or any
         such other material, in all cases at its own expense. It will also
         ensure that no obligations are imposed on the Issuer or the Guarantor
         in any such jurisdiction as a result of any of the foregoing actions.
         Neither the Issuer nor the Guarantor will have any responsibility for
         obtaining, and Deutsche Bank will obtain, any consent, approval or
         permission required by Deutsche Bank for, the acquisition, offer, sale
         or delivery by it of Notes under the laws and regulations in force in
         any jurisdiction to which it is subject or in or from which it makes
         any acquisition, offer, sale or delivery. Deutsche Bank is not
         authorised to make any representation or use any information in
         connection with the issue, subscription and sale of the Notes other
         than as contained in the Offering Circular or any amendment or
         supplement thereto.

2        United States: The Notes, the Guarantee and the Shares to be delivered
         upon exchange of the Notes have not been and will not be registered
         under the Securities Act and may not be offered or sold within the
         United States or to, or for the account or benefit of, U.S. persons
         except in accordance with Regulation S or pursuant to an exemption from
         the registration requirements of the Securities Act. Deutsche Bank
         represents that it has offered and sold the Notes, and agrees that it
         will offer and sell the Notes and the Shares to be delivered upon
         exchange of the Notes (i) as part of their distribution at any time and
         (ii) otherwise until 40 days after the later of the commencement of the
         offering and the Closing Date, only in accordance with Rule 903 of
         Regulation S under the Securities Act. Accordingly, neither it, its
         affiliates, nor any persons acting on its or their behalf have engaged
         or will engage in any directed selling efforts with respect to the
         Notes and the Shares to be delivered upon exchange of the Notes, and it
         and they have complied and will comply with the offering restrictions
         requirement of Regulation S. Deutsche Bank agrees that, at or prior to
         confirmation of sale of Notes, it will have sent to each distributor,
         dealer or person receiving a selling concession, fee or other
         remuneration that purchases Notes or Shares to be delivered upon
         exchange of the Notes from it during the distribution compliance period
         a confirmation or notice to substantially the following effect:

                 "The securities covered hereby have not been registered under
                 the U.S. Securities Act of 1933 (the "Securities Act") and may
                 not be offered and sold within the United States or to, or for
                 the account or benefit of, U.S. persons (i) as part of their
                 distribution at any time or (ii) otherwise until 40 days after
                 the later of the commencement of the offering and the Closing
                 Date, except in either case in accordance with Regulation S
                 under the Securities Act ("Regulation S"). Terms used above
                 have the meanings given to them by Regulation S."

         Terms used in this paragraph have the meanings given to them by
         Regulation S.

         In addition:

2.1      except to the extent permitted under U.S. Treas.
         Reg.ss.1.163-5(c)(2)(i)(D) (the "D Rules"), Deutsche Bank (a)
         represents that it has not offered or sold, and agrees that during a
         40-


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                                       13

<PAGE>


         day restricted period it will not offer or sell, Notes to a person who
         is within the United States or its possessions or to a United States
         person, and (b) represents that it has not delivered and agrees that it
         will not deliver within the United States or its possessions definitive
         Notes that are sold during the restricted period

2.2      Deutsche Bank represents that it has and agrees that throughout the
         restricted period it will have in effect procedures reasonably designed
         to ensure that its employees or agents who are directly engaged in
         selling Notes are aware that such Notes may not be offered or sold
         during the restricted period to a person who is within the United
         States or its possessions or to a United States person, except as
         permitted by the D Rules

2.3      if it is a United States person, Deutsche Bank represents that it is
         acquiring the Notes for purposes of resale in connection with their
         original issue and if it retains Notes for its own account, it will
         only do so in accordance with the requirements of U.S. Treas.
         Reg.ss.1.163-5(c)(2)(i)(D)(6) and

2.4      with respect to each affiliate that acquires from it Notes for the
         purpose of offering or selling such Notes during the restricted period,
         Deutsche Bank either (a) repeats and confirms the representations and
         agreements contained in paragraphs 2.1, 2.2 and 2.3 on its behalf or
         (b) agrees that it will obtain from such affiliate for the benefit of
         the Issuer the representations and agreements contained in paragraphs
         2.1, 2.2 and 2.3.

         Terms used in this paragraph have the meanings given to them by the
         U.S. Internal Revenue Code of 1986 and regulations thereunder,
         including the D Rules.

3        United Kingdom: Deutsche Bank represents, warrants and agrees that:

3.1      it has not offered or sold and, prior to the expiry of a period of six
         months from the Closing Date, will not offer or sell any Notes to
         persons in the United Kingdom, except to persons whose ordinary
         activities involve them in acquiring, holding, managing or disposing of
         investments (as principal or agent) for the purposes of their
         businesses or otherwise in circumstances which have not resulted and
         will not result in an offer to the public in the United Kingdom within
         the meaning of the Public Offers of Securities Regulations 1995

3.2      it has only communicated or caused to be communicated and will only
         communicate or cause to be communicated any invitation or inducement to
         engage in investment activity (within the meaning of section 21 of the
         Financial Services and Markets Act 2000 (the "FSMA") received by it in
         connection with the issue or sale of any Notes in circumstances in
         which section 21(1) of the FSMA does not apply to the Issuer or the
         Guarantor and

3.3      it has complied and will comply with all applicable provisions of the
         FSMA with respect to anything done by it in relation to the Notes in,
         from or otherwise involving the United Kingdom.

4        Luxembourg

         Deutsche Bank warrants, represents and undertakes to the Issuer and the
         Guarantor that it has not and will not make any public offering of or
         sell any Notes or distribute any offering materials relating to the
         Notes in Luxembourg in circumstances that would constitute a public
         offering unless all the relevant legal and regulatory requirements of
         Luxembourg law concerning public offerings of securities in the Grand
         Duchy of Luxembourg have been complied with. In particular, this offer
         has not been made and may not be announced to the public and offering
         materials may not be made available to the public in or out of
         Luxembourg. Deutsche Bank acknowledges that a listing on the Luxembourg
         Stock Exchange of the Notes does not necessarily imply that a public
         offering in Luxembourg has been authorised.



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                                       14


<PAGE>


         This Agreement has been entered into on the date stated at the
         beginning.

         MILLICOM TELECOMMUNICATIONS S.A.

         By:      JOHN RATCLIFFE   MARC BEULS

         Name:

         Title:   DIRECTOR         DIRECTOR



         MILLICOM INTERNATIONAL CELLULAR S.A.

         By:      JOHN RATCLIFFE   MARC BEULS

         Name:

         Title:   DIRECTOR         DIRECTOR



         DEUTSCHE BANK AG LONDON

         By:      MARCUS LEGRICE

         Name:

         Title:   MANAGING DIRECTOR, ECM








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</TEXT>
</DOCUMENT>
