20-F - TEO - Equibles

Table of Contents

As filed with the Securities and Exchange Commission on February 28 , 2025

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

☐	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2024

OR

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from to

OR

☐	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report . . . . . . . . . . . . . . . . . . .

For the transition period from to

Commission file number: 1-13464



TELECOM ARGENTINA S.A.
(Exact name of Registrant as Specified in its charter)

Republic of Argentina
(Jurisdiction of incorporation or organization)

General Hornos 690<br><br>( C1272ACK ) - Buenos Aires Argentina
(Address of Principal Executive Offices)

Gabriel Blasi (Tel: 54-11 - 4968-4019 , E-mail: GBlasi@teco.com.ar , General Hornos 690 , ( C1272ACK ), Buenos Aires , Argentina )
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol	Name of Each Exchange on Which Registered
American Depositary Shares,<br>each representing 5 Class B Shares		TEO	New York Stock Exchange
Class B Shares,<br>nominal value P$1.00 per share		TECO2	New York Stock Exchange *
*	Not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission.
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Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

Table of Contents Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.


Class A Shares, nominal value P1.00 each	683,856,600
Class B Shares, nominal value P1.00 each	628,058,019
Class C Shares, nominal value P1.00 each	106,734
Class D Shares, nominal value P1.00 each	841,666,658

All values are in US Dollars.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

☒ Yes ☐ No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

☐ Yes ☒ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

☒ Yes ☐ No

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer	☐		Accelerated filer	☒
Non-accelerated filer	☐		Emerging growth company	☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

US GAAP ☐	International Financial Reporting Standards as issued<br>by the International Accounting Standards Board ☒	Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

☐ Item 17 ☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes ☒ No

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

☐ Yes ☐ No

Table of Contents TABLE OF CONTENTS

		Page
PRESENTATION OF FINANCIAL INFORMATION		1
FORWARD-LOOKING STATEMENTS		3
GLOSSARY OF TERMS		5

	PART I

ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	12
ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE	12
ITEM 3.	KEY INFORMATION	12
ITEM 4.	INFORMATION ON THE COMPANY	42
ITEM 4A.	UNRESOLVED STAFF COMMENTS	73
ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	74
ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	111
ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	126
ITEM 8.	FINANCIAL INFORMATION	130
ITEM 9.	THE OFFER AND LISTING	131
ITEM 10.	ADDITIONAL INFORMATION	133
ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	157
ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	158

	PART II

ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	159
ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	159
ITEM 15.	CONTROLS AND PROCEDURES	159
ITEM 16A.	AUDIT COMMITTEE FINANCIAL EXPERT	160
ITEM 16B.	CODE OF ETHICS	160
ITEM 16C.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	160
ITEM 16D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	162
ITEM 16E.	PURCHASES OF EQUITY SECURITIES BY THE COMPANY AND AFFILIATED PURCHASERS	162
ITEM 16F.	CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	162
ITEM 16G.	CORPORATE GOVERNANCE	162
ITEM 16H.	MINE SAFETY DISCLOSURE	163
ITEM 16I.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	163
ITEM 16J.	INSIDER TRADING POLICIES	163
ITEM 16K.	CYBERSECURITY	163

	PART III

ITEM 17.	FINANCIAL STATEMENTS	166
ITEM 18.	FINANCIAL STATEMENTS	166
ITEM 19.	EXHIBITS	167

Table of Contents PRESENTATION OF FINANCIAL INFORMATION

Telecom Argentina S.A. is a company incorporated under the laws of Argentina. As used in this Annual Report on Form 20-F (the “Form 20-F” or “Annual Report”), the terms “the Company,” “Telecom,” “we,” “us,” and “our” refer to Telecom Argentina S.A. and its consolidated subsidiaries as of December 31, 2024. Unless otherwise stated, references to the financial results of “Telecom” are to the consolidated financial results of Telecom Argentina and its consolidated subsidiaries. Telecom is primarily engaged in the provision of fixed and mobile telecommunications services, data services, internet services and cable television services. The term “Telecom Argentina” refers to Telecom Argentina S.A., excluding its subsidiaries.

As of December 31, 2024, Telecom Argentina’s subsidiaries were the following:

Company	Main activity	Country	Telecom Argentina’s direct/indirect interest in capital stock and votes
AVC Continente Audiovisual S.A.^(c)^	Broadcasting services	Argentina	100.00%
Inter Radios S.A.U.	Broadcasting services	Argentina	100.00%
PEM S.A.U.	Investment	Argentina	100.00%
Cable Imagen S.R.L.	Closed-circuit television	Argentina	100.00%
Personal Smarthome S.A.	Security solutions and services	Argentina	100.00%
NYS2 S.A.U.	ICT Services and Audiovisual Communication Services.	Argentina	100.00%
Negocios y Servicios S.A.U.^(c)^	Provision of internet access services.	Argentina	100.00%
Teledifusora San Miguel Arcángel S.A.	Community Closed-Circuit Television	Argentina	100.00%
Manda S.A.	Investments in shares in public or private securities, consulting services, among others	Argentina	100.00%
Red Intercable Satelital S.A.U.	Broadcasting services	Argentina	100.00%
Micro Sistemas S.A.U.^(b)^	Services related to the use of electronic payment media	Argentina	100.00%
Ubiquo Chile Spa	Cybersecurity services and products	Chile	95.00%
Núcleo S.A.E.^(d)^	Mobile telecommunications Services	Paraguay	67.50%
Televisión Dirigida S.A.	Cable television services	Paraguay	100.00%
Personal Envíos S.A.^(e)^	Mobile financial services	Paraguay	67.50%
CrediPay S.A.^(f)^	Financial services	Paraguay	67.50%
Adesol S.A. ^(a)^	Holding	Uruguay	100.00%
Opalker S.A.	Cybersecurity, content platform and related services	Uruguay	100.00%
Parklet S.A.^(g)^	Development and provision of digital platform services	Uruguay	100.00%
Saturn Holding LLC	Holding	USA	100.00%
Naperville Investments LLC	Holding	USA	100.00%
Micro Fintech Holding LLC^(b)^ ^(e)^	Holding	USA	100.00%
Telecom Argentina USA Inc.	Telecommunication services	USA	100.00%

(a)	Includes the 100% interest in Telemas S.A., which holds interests in the following special-purpose entities: Audomar S.A., Bersabel S.A., Dolfycor S.A., Reiford S.A., Space Energy S.A., Tracel S.A. and Visión Satelital S.A.
(b)	As of December 19, 2024, Micro Fintech Holding LLC directly controls Micro Sistemas S.A.U.
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(c)	On December 4, 2024, the Board of Directors of Telecom Argentina and the Boards of Directors of Negocios y Servicios S.A.U. and AVC Continente Audiovisual, approved the initiation of the process leading to the corporate reorganization consisting of the merger by absorption of Negocios y Servicios S.A.U. and AVC Continente Audiovisual (as absorbed companies) by Telecom Argentina (absorbing company), effective as of January 1, 2025, from which date the operations of Negocios y Servicios S.A.U. and AVC Continente Audiovisual should be considered as carried out by Telecom Argentina.
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(d)	During June 2024, the merger by absorption between Núcleo S.A.E. (absorbing company) with Tuves Paraguay S.A. (absorbed company) has taken place.
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(e)	Since May 2024, the subsidiary Micro Fintech Holding LLC directly controls Personal Envíos S.A.
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(f)	On August 19, 2024, the subsidiary Micro Fintech Holding LLC established the company CrediPay S.A. in the Republic of Paraguay (with a 67.5% ownership)-whose corporate purpose is the granting of loans, financing, purchase of goods and services, as well as the development of payment networks, with the aim of participating in and investing in companies related to financial activities, with the purpose of participating in and investing in companies related to financial activities.
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(g)	Company indirectly acquired by the subsidiary Opalker S.A. on December 9, 2024.
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The Company has no significant subsidiaries.

Our consolidated financial statements as of December 31, 2024, and 2023 and for the years ended December 31, 2024, 2023 and 2022, and the notes thereto (the “Consolidated Financial Statements”) are set forth on pages F-1 through F-96 of this Annual Report.

PRESENTATION OF FINANCIAL INFORMATION	TELECOM ARGENTINA S.A.

Table of Contents Our Consolidated Financial Statements, which are prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”), have been authorized for issuance and approved by resolution of the Board of Directors’ meeting held on February 27, 2025, and have been audited by an independent registered public accounting firm.

Argentina has been considered a high-inflation economy for accounting purposes according to the IAS 29 “Financial reporting in hyperinflationary economies” since July 1, 2018. Therefore, the financial information included in this Annual Report for all the periods reported is presented based on constant Argentine Pesos as of December 31, 2024 (“current currency”). See “Item 3—Key Information—Risk Factors——Risk Relating to Argentina—Inflation is high and could accelerate further, causing adverse effects on the economy and negatively impacting Telecom’s margins and/or ratios”, “Item 5—Operating and Financial Review and Prospects—Factors Affecting Results of Operations” and Note 1.d) to our Consolidated Financial Statements.

Telecom Argentina and its subsidiaries maintain their accounting records and prepare their financial statements in Argentine Pesos, which is their functional currency, except for the following subsidiaries:

Company	****	Functional currency	****
Núcleo S.A.E.		Paraguayan Guaraníes
Televisión Dirigida S. A.		Paraguayan Guaraníes
Personal Envíos S.A.		Paraguayan Guaraníes
CrediPay S.A.		Paraguayan Guaraníes
Adesol S.A. and its subsidiaries		Uruguayan Pesos
Saturn Holding LLC		U.S. dollars
Naperville Investments LLC		U.S. dollars
Micro Fintech Holding LLC		U.S. dollars
Opalker S.A.		U.S. dollars
Ubiquo Chile Spa		U.S. dollars
Parklet S.A.		U.S. dollars
Telecom Argentina USA Inc.		U.S. dollars

Our Consolidated Financial Statements include the results of these subsidiaries converted into Argentine Pesos.

Certain financial information contained in this Annual Report has been presented in U.S. dollars. This Annual Report contains translations of various Argentine Peso amounts into U.S. dollars at specified rates solely for convenience of the reader. You should not construe these translations as representations by us that the Argentine Peso amounts actually represent these U.S. dollar amounts or could be converted into U.S. dollars at the rates indicated. Except as otherwise specified, all references to “US$,” “U.S. dollars” or “dollars” are to United States dollars, references to “EUR,” “euro” or “€” are to the lawful currency of the member states of the European Union and references to “P$,” “Argentine Pesos,” “$” or “Pesos” are to Argentine Pesos. Unless otherwise indicated, we have translated the Argentine Peso amounts using a rate of P$1,032 = US$1.00, the U.S. dollar ask rate published by the Banco de la Nación Argentina (Argentine National Bank) on December 31, 2024. On February 24, 2025, the exchange rate was P$1,061= US$1.00. As a result of fluctuations in the Argentine Peso/U.S. dollar exchange rate, the exchange rate at such date may not be indicative of current or future exchange rates. Consequently, these translations should not be construed as a representation that the Peso amounts represent, or have been or could be converted into, U.S. dollars at that or any other rate. See “Item 3—Key Information—Risk Factors—Risks Relating to Argentina—Devaluation of the Argentine Peso and foreign exchange restrictions may adversely affect our results of operations, our capital expenditures and our ability to service our liabilities and pay dividends”, and “Item 5—Operating and Financial Review and Prospects—Factors Affecting Results of Operations—Effects of Fluctuations in Exchange Rates between the Argentine Peso and the U.S. dollar and other major foreign currencies”.

Certain amounts and ratios contained in this Annual Report (including percentage amounts) have been rounded up or down to facilitate the summation of the tables in which they are presented. The effect of this rounding is not material. These rounded amounts and ratios are also included within the text of this Annual Report.

This Annual Report contains certain terms that may be unfamiliar to some readers. You can find a Glossary of these terms on page 5 of this Annual Report.

PRESENTATION OF FINANCIAL INFORMATION	TELECOM ARGENTINA S.A.

Table of Contents FORWARD-LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. Certain information included in this Annual Report contains information that is forward-looking, including, but not limited to:

●	our expectations for our future performance, revenues, income, earnings per share, capital expenditures, dividends, liquidity and capital structure;
●	the implementation of our business strategy;
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●	the changing dynamics and growth in the telecommunications, cable, cybersecurity and Fintech Services markets in Argentina, Paraguay, Uruguay, Chile and the United States;
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●	our outlook for new and enhanced technologies;
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●	the effects of operating in a competitive environment;
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●	industry conditions;
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●	the outcome of certain legal proceedings;
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●	regulatory and legal developments; and
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●	other factors identified or discussed under “Item 3—Key Information—Risk Factors”.
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This Annual Report contains certain forward-looking statements and information relating to Telecom that are based on current views, expectations, estimates and projections of our Management and information currently available to Telecom. These statements include, but are not limited to, statements made in “Item 3—Key Information—Risk Factors,” “Item 5—Operating and Financial Review and Prospects—Trend Information,” “Item 8—Financial Information—Legal Proceedings” and other statements about Telecom’s strategies, plans, objectives, expectations, intentions, capital expenditures, and assumptions and any other statement contained in this Annual Report that is not a historical fact. When used in this Annual Report, the terms “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “will,” “may” and “should” and other similar expressions identify forward-looking statements. Forward-looking statements are not guarantees of future performance and involve certain risks and uncertainties that are difficult to predict. In addition, certain forward-looking statements are based upon assumptions as to future events that may not prove to be accurate.

Many factors could cause actual results, performance or achievements of Telecom to be materially different from any future results, performance or achievements that may be expressed or implied by forward-looking statements. These factors include, among others:

●	our ability to service our debt and fund our working capital requirements;
●	our ability to successfully implement our business strategy and to achieve synergies;
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●	our ability to introduce new products and services that enable business growth;
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●	uncertainties relating to political and economic conditions in Argentina, Paraguay, United States, Uruguay and Chile, including the policies of the new administration in Argentina;
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●	inflation and the devaluation of the Argentine Peso, the Paraguayan Guaraní, the Uruguayan Peso and the Chilean Peso and exchange rate risks in Argentina, Paraguay, Uruguay and Chile;
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FORWARD-LOOKING STATEMENTS	TELECOM ARGENTINA S.A.

Table of Contents

●	restrictions on the ability to exchange Argentine Pesos, Paraguayan Guaraníes, Uruguayan Pesos or Chilean Pesos into foreign currencies and transfer funds abroad;
●	changes in interest rates;
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●	the creditworthiness of our actual or potential customers;
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●	the effects of operating in a competitive environment;
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●	the impact of political and economic developments on demand for securities of Argentine companies;
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●	the impact of additional currency and exchange measures or restrictions on our ability to access the international capital markets and our ability to repay our dollar-denominated indebtedness;
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●	nationalization, expropriation and/or increased government intervention in companies;
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●	technological changes;
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●	the impact of legal or regulatory matters, changes in the interpretation of current or future regulations or reform and changes in the legal or regulatory environment in which we operate, including regulatory developments such as sanctions regimes in other jurisdictions (e.g., the United States) which impact our suppliers;
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●	the effects of increased competition;
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●	reliance on content produced by third parties;
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●	increasing cost of our supplies;
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●	our inability to finance on reasonable terms capital expenditures required to remain competitive;
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●	fluctuations, whether seasonal or in response to adverse macro-economic developments, in the demand for advertising;
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●	our capacity to compete and develop our business in the future;
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●	the impact of increased national or international restrictions on the transfer or use of telecommunications technology; and
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●	the outbreak of military hostilities, including an escalation of Russia’s invasion of Ukraine, the armed conflict between Israel and Hamas, the conflict between Israel and Lebanon, tensions between China and Taiwan and the potential destabilizing effect of such conflicts.
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Many of these factors are macroeconomic and regulatory in nature and therefore beyond the control of the Company’s management. Should one or more of these risks or uncertainties materialize, or underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected, intended, planned or projected. The Company does not intend and does not assume any obligation to update the forward-looking statements contained in this Annual Report.

These forward-looking statements are based upon a number of assumptions and other important factors that could cause our actual results, performance or achievements to differ materially from our future results, performance or achievements expressed or implied by such forward-looking statements. Readers are encouraged to consult the Company’s filings made on Form 6-K, which are periodically filed with or furnished to the United States Securities and Exchange Commission.

FORWARD-LOOKING STATEMENTS	TELECOM ARGENTINA S.A.

Table of Contents GLOSSARY OF TERMS

The following explanations are not provided as or intended to be technical definitions, but only to assist the general reader to understand certain terms used in this Annual Report.

4G (fourth-generation mobile system): Fourth-generation mobile service using the LTE technology (Long Term Evolution technology).

5G (fifth-generation mobile system): The next major phase of mobile telecommunications standards. 5G is a complete redesign of network architecture with flexibility and agility to support upcoming service opportunities. It delivers higher speeds, higher capacity, extremely low latency and greater reliability.

Access (or Accesses): Connection provided by Telecom Argentina to internet services.

ADS: American Depositary Shares issued by JP Morgan, listed on the New York Stock Exchange, each representing rights to five (5) Class B Shares under a Deposit Agreement.

AFIP (Administración Federal de Ingresos Públicos): The Argentine federal tax authority, which was dissolved by Decree No. 953/24, published on October 25, 2024, and replaced by ARCA (as defined below), an autarchic entity within the Argentine Ministry of Economy.

AI: artificial intelligence.

AMBA (Area Metropolitana Buenos Aires): An area comprising the Autonomous city of Buenos Aires and the greater Buenos Aires area, which constitutes the most densely populated region of Argentina. Telephone calls within the area are considered local.

Analog: A mode of transmission or switching that is not digital, e.g., the representation of voice, video or other not in digital form.

ANSES: The Argentine administrator of social security pension and retirement benefits.

ANSES — FGS: The Guarantee and Sustainability Fund for the Argentine Integrated Pension System (Fondo de Garantía y Sustentabilidad del Sistema Integrado Previsional Argentino) managed by ANSES.

API: Application Programming Interface.

ARCA (Agencia de Recaudación y Control Aduanero): Argentine Tax Collection and Customs Control Agency, formerly AFIP.

Argentina: The Republic of Argentina.

ARPU (Average Revenue per User): The average monthly revenue per user of our mobile and fixed telephony, internet and cable television services, calculated by dividing total revenue (including revenue earned from cable and internet subscription fees, mobile telephony subscription fees, cable premium services, pay-per-view fees and additional outlets but excluding mainly equipment, out collect (wholesale) roaming, cell site rental and activation fee revenue) by weighted-average number of customers of each service during the relevant measurement period.

Auction: The auction for the assignment of frequency bands for the provision of Reliable and Intelligent Telecommunication Services called by SC Resolution No. 2023-1285-APN-ENACOM#JGM.

Auction Terms and Conditions: Terms and Conditions approved by SC Resolution No. 38/14 for the awarding of frequency bands.

AWS: Self-service portal, jointly implementing the FinOps practice for better management of resources.

B2B (business-to- business): refers to the services or products provided to other businesses/companies.

B2C (business-to-consumer): refers to the services or products provided directly to customers who are the end-users.

GLOSSARY OF TERMS	TELECOM ARGENTINA S.A.

Table of Contents Backbone: Main connection network (mainly by fiber optics) that connect local areas.

Basic Telephone Services: The supply of fixed telecommunications links that form part of the public telephone network, or are connected to such network, and the provision of local and long-distance telephone service (domestic and international).

BCBA (Bolsa de Comercio de Buenos Aires): The Buenos Aires Stock Exchange is a qualified entity according to Section 32 of Law No. 26,831, which acts by delegation of BYMA (Bolsas y Mercados Argentinos).

BCRA (Banco Central de la República Argentina): The Central Bank of Argentina.

Broadband: Services characterized by a transmission speed of two Mbps or more. These services include interactive services such as video telephone/video conferencing (both point-to-point and multipoint); video monitoring; interconnection of local networks; file transfer; high-speed fax; e-mail for moving images or mixed documents; Broadband videotext; video on-demand and retrieval of sound programs or fixed and moving images.

BYMA (Bolsas y Mercados Argentinos S.A.): The Buenos Aires Stock Exchange.

Cablevisión: Cablevisión S.A., together with its consolidated subsidiaries, dissolved without liquidation as a result of the Merger.

Carrier: Company that makes available the physical telecommunication network.

Caja de Valores S.A: Argentine depository that custodies both public and private trading securities.

CDB: China Development Bank Shenzhen Branch.

Cell: Geographical portion of the territory covered by a base transceiver station.

Cellular: A technique used in mobile radio technology to use the same spectrum of frequencies in one network multiple times. Low power radio transmitters are used to cover a Cell so that the frequencies in use can be reused without interference for other parts of the network.

China: The People’s Republic of China

Channel: The portion of a communications system that connects a source to one or more destinations. Also called circuit, line, link or path.

Churn: The termination of a mobile telephony, cable television or internet services customer’s account. The churn rate is determined by calculating the total number of disconnected customers of each of our mobile telephony, cable television and internet services over a given period as a percentage of the initial number of customers for such services as of the beginning of the applicable measurement period.

CNDC (Comisión Nacional de Defensa de la Competencia): Argentine Antitrust Commission.

CNV (Comisión Nacional de Valores): The Argentine Securities and Exchange Commission.

CONATEL(Comisión Nacional de Telecomunicaciones): Paraguay Telecommunications Commission.

COSO: Committee of Sponsoring Organizations of the Treadway Commission.

CPI: Consumer Price Index.

Customer / Subscriber / Access: A customer of any of the services we provide. A single subscriber may contract for multiple services, and we believe that it is more useful to count the number of accesses a subscriber has contracted for, than to merely count the number of our subscribers. For example, a subscriber that has fixed line telephony service and Broadband service is counted as two subscribers rather than as one subscriber.

GLOSSARY OF TERMS	TELECOM ARGENTINA S.A.

Table of Contents CVH: Cablevisión Holding S.A.

DFI: Derivative Financial Instrument.

Digital: A mode of representing a physical variable such as speech using digits 0 and 1 only. The digits are transmitted in binary form as a series of pulses (units on which the rate structure of the regulated fixed line services is based). Digital networks are rapidly replacing the older Analog ones. Digital networks allow for higher capacity and higher flexibility through the use of computer-related technology for the transmission and manipulation of telephone calls. Digital systems offer lower noise interference and can incorporate encryption as a protection from external interference.

DWDM (Dense Wavelength Division Multiplexing): Technology for multiplying and transmitting different wavelengths along a single optical fiber contemporaneously.

EDC: Export Development Canada.

ENACOM (Ente Nacional de Comunicaciones) or Regulatory Authority: Argentine Communications Entity within the scope of the Jefatura de Gabinete, acting as regulatory authority as of the date of this Annual Report.

ENTel (Empresa Nacional de Telecomunicaciones): Argentine Telecommunications Company which operated the telecommunications system in Argentina prior to the Transfer Date.

ESG: environmental, social, and governance.

Fiber Optic: Thin glass, silica or plastic wires, building the infrastructure base for data transmission. A Fiber Optic cable contains several individual fibers, and each of them is capable of driving a signal (light impulse) at unlimited bandwidth. Fiber Optics are usually employed for long-distance communication: it can transfer “heavy” data loads, and the signal reaches the recipient, protected from possible disturbances along the way. The driving capacity of Fiber Optics is higher than the traditional copper cable ones.

Fintech Services: Financial technology services.

Finnvera: Finnvera plc, the official export credit agency of Finland.

Fixed Assets: Includes PP&E, Intangible assets, Goodwill and Rights of use assets.

FTL: Fintech Telecom LLC.

FTTC (Fiber to the Curb or Fiber to the Cabinet): In the case of FTTC the fiber connection reaches the equipment (distribution cabinet) located on the pavement, from where copper connections are run to the customer.

FTTH (Fiber to the Home): In the case of FTTH the fiber connection terminates inside the customer premises.

FX Market: Foreign exchange market.

GCL(Ley General de Sociedades Comerciales): Argentine General Corporations Law (Law No. 19,550).

GDP: Gross Domestic Product.

Gen AI (Generative Artificial Intelligence): Type of AI that creates new content and ideas by learning from existing data.

GPON: Gigabit-capable Passive Optical Network. A flexible optical fiber access network capable of supporting the bandwidth requirements of business and residential services. GPON systems are characterized, in general, by an optical line termination (“OLT”) system and an optical network unit (“ONU”) or optical network termination (“ONT”) with a passive optical distribution network interconnecting them. There is, in general, a one-to-many relationship between the OLT and the ONU/ONTs, respectively.

GLOSSARY OF TERMS	TELECOM ARGENTINA S.A.

Table of Contents GSM (Global System for Mobile Communications): A standard for digital mobile technology used worldwide, which works on 900 MHz and 1,800 MHz band.

HFC (Hybrid Fiber-Coaxial): Network that incorporates both optical fiber and coaxial cable to create a Broadband network.

IASB: International Accounting Standards Board.

ICT (Information and Communication Technology): Broad area concerned with information technology, telecommunications networking and services and other aspects of managing and processing information, especially in large organizations.

ICT services (Information and Communication Technology services): Services to transport and distribute signals or data, such as voice, text, video and images, provided or requested by third-party users, through telecommunications networks.

IDB: Inter - American Development Bank.

IFC: International Finance Corporation.

IFRS Accounting Standards: International Financial Reporting Standards as issued by the IASB.

IGJ (Inspección General de Justicia): General Board of Corporations*.*

IIC: Inter - American Investment Corporation.

IMF: International Monetary Fund.

INDEC (Instituto Nacional de Estadísticas y Censos): The Argentine National Statistics and Censuses Institute.

IoT: Internet of Things.

IP (Internet Protocol): A set of communications protocols for exchanging data over the internet.

ISP: Internet Service Providers.

IT: Information Technology.

LAD (Ley Argentina Digital): Law No. 27,078, Argentina’s Digital Law.

Law No. 26,831 (Ley de Mercado de Capitales): Argentine Capital Markets Law, as amended and supplemented.

List of Conditions: The Privatization Regulations, including the Pliego de Bases y Condiciones, was approved by Decree No. 62/90, as amended.

M2M: Machine to Machine communication between two remote machines.

Management: Telecom Argentina’s management team.

MBOU: Mb per user per month.

Merger: Merger between Telecom Argentina and Cablevisión, effective as of January 1, 2018.

Micro Sistemas/ Pem/ Cable Imagen/ AVC Continente Audiovisual/ Inter Radios/ Personal Smarthome/ NYS2/ NYSSA/ RISSAU/ Manda/ TSMA: Names corresponding to limited companies or limited responsibility companies that are directly or indirectly controlled according to the definition of the GCL, or were controlled by the Company, directly or indirectly: Micro Sistemas S.A.U., Pem S.A.U., Cable Imagen S.R.L., AVC Continente Audiovisual S.A., Inter Radios S.A.U., Personal Smarthome S.A., NYS2 S.A.U., Negocios y Servicios S.A.U., Red Intercable Satelital S.A.U., Manda S.A. and Teledifusora San Miguel Arcángel S.A.

GLOSSARY OF TERMS	TELECOM ARGENTINA S.A.

Table of Contents Mobile service: A mobile telephone service provided by means of a network of interconnected low-powered base stations, each of which covers one small geographic cell within the total cellular system service area.

Modem: Modulator/Demodulator. A device that modulates digital data to allow their transmission on Analog channels, generally consisting of telephone lines.

Multimedia: A service involving two or more communications media (e.g., voice, video, text, etc.) and hybrid products created through their interaction.

Network: An interconnected collection of elements. In a telephone network, these consist of switches connected to each other and to customer equipment. The transmission equipment may be based on fiber optic or metallic cable or point-to-point radio connectors.

Nortel: Nortel Inversora S.A., the direct parent company of Telecom Argentina S.A. until November 30, 2017, when it was absorbed by Telecom Argentina pursuant to the Reorganization.

Northern Region: The Argentine government’s privatization program as set forth in the State Reform Law approved in August 1989 and subsequent decrees, the “Privatization Regulations” provided for the division of the Argentine telecommunications network operated by ENTel into two regions, the northern region (the “Northern Region”) and the southern region (the “Southern Region”) of Argentina. Additionally, these two regions are set forth in Decree No. 1,461/93, which ratified Resolution No. 575/93 which approved the list of conditions for the public offer for the provision of mobile telecommunication services.

NPS: Net Promoter Score.

OTT (Over the Top): Over the Top applications or services are those services that bypass traditional network distribution approaches and run over, or on top of, internet networks. OTT refers, in general, to content from a third party that is delivered to an end-user over the internet that is not provided directly by end-user ISP.

Packs: Packages integrated by SMS and minutes that can be purchased or added to those plans that recharge credit.

PBU (Prestación Básica Universal Obligatoria): Compulsory universal telecommunication service established by Decree No. 690/20 and regulated by ENACOM Resolution No. 1,467/20.

PCS (Personal Communications Service): A mobile communications service with systems that operate in a manner similar to cellular systems.

PEN (Poder Ejecutivo Nacional): The executive branch of the Argentine government.

Personal: Telecom Personal S.A. Until November 30, 2017, Telecom Argentina owned 100% of Personal. Commencing December 1, 2017, pursuant to the Reorganization, mobile services provided by Personal have been provided by Telecom Argentina.

*Platform:*The total input, including hardware, software, operating equipment and procedures, for producing (production platform) or managing (Management platform) a particular service (service platform).

PP&E: Property, plant and equipment.

Privatization Regulations: The Argentine government’s privatization program as set forth in the State Reform Law approved in August 1989 and subsequent decrees.

Quadruple play: Means the integration of fixed and mobile telecommunication services as well as pay television and internet services.

RMB: Official currency of China.

RECPAM (Resultado por exposición a los cambios en el poder adquisitivo de la moneda): Inflation Adjustment Gain (Loss).

GLOSSARY OF TERMS	TELECOM ARGENTINA S.A.

Table of Contents Reorganization: Corporate reorganization pursuant to which Telecom Argentina absorbed Sofora, Nortel and Telecom Personal.

Roaming: A function that enables mobile subscribers to use the service on networks of operators other than the one with which they signed their initial contract. The roaming service is active when a mobile device is used in a foreign country (included in the GSM network).

Satellite: Satellites are used, among other things, for links with countries that cannot be reached by cable, to provide an alternative to cable and to form closed user networks.

SBA: Stand-By Arrangement between Argentina and the IMF, approved by the IMF’s Executive Board on June 20, 2018.

SC (Secretaría de Comunicaciones): The Argentine Secretary of Communications, which was replaced by ENACOM.

SCI (Secretaría de Comercio Interior): The Argentine Secretary of Internal Commerce, which was replaced by the Secretary of Commerce, depending on the Ministry of Economy of the Nation.

SEC: The Securities and Exchange Commission of the United States of America.

Securities Act: The United States Securities Act of 1933, as amended.

Service Provider: The party that provides end users and content providers with a range of services, including a proprietary, exclusive or third-party service center.

SMS (Short Message Service): Short text messages that can be received and sent through GSM-network connected mobile phones. The maximum text length is 160 alpha-numerical characters.

Sofora: Sofora Telecomunicaciones S.A., the indirect parent company of Telecom Argentina S.A. through its participation in Nortel until November 30, 2017, when it was absorbed by Telecom Argentina pursuant to the Reorganization.

SOFR: Secured Overnight Financing Rate, a broad measure of the cost of borrowing cash overnight collateralized by the United States Treasury securities.

Southern Region: See “Northern Region”.

STM (Servicio Telefónico Móvil): Mobile Telephone Service.

Telecom Argentina USA/ Núcleo/ Personal Envíos/ Televisión Dirigida/ Adesol/ Opalker/Ubiquo/ Micro Fintech Holding/ Naperville/ Saturn / CrediPay / Parklet: Names corresponding to foreign companies Telecom Argentina USA Inc., Núcleo S.A.E., Personal Envíos S.A., Televisión Dirigida S.A., Adesol S.A., Opalker S.A., Ubiquo Chile Spa, Micro Fintech Holding LLC, Naperville Investments LLC, Saturn Holding LLC, CrediPay S.A. and Parklet S.A., respectively, companies that are directly or indirectly controlled according to the definition of the GCL.

Telefónica: Telefónica de Argentina S.A.

Telefónica Móviles: Telefónica Móviles Argentina S.A.

Telintar: Telecomunicaciones Internacionales de Argentina Telintar S.A.

TLRD (Terminación Llamada Red Destino): Termination charges from third parties’ mobile networks.

TOIP: fixed telephony service over internet protocol.

Transfer Date: November 8, 1990, the date on which Telecom Argentina commenced operations upon the transfer from the Argentine government of the telecommunications system in the Northern Region of Argentina that was previously owned and operated by ENTel.

GLOSSARY OF TERMS	TELECOM ARGENTINA S.A.

Table of Contents Universal Service: The availability of Basic Telephone Service, or access to the public telephone network via different alternatives, at an affordable price to all persons within a country or specified area.

URSEC (Unidad Reguladora de Servicios de Comunicaciones): Uruguayan regulatory authority.

Value Added Services: Services that provide a higher level of functionality than the basic transmission services offered by a telecommunications network such as video streaming, “Personal Video,” “Nube Personal” (Cloud services), M2M, social networks, “Personal Messenger,” content and entertainment (SMS subscriptions and content, games, music, etc.), and voice mail.

VLG Argentina: VLG S.A.U., an Argentine corporation that was a shareholder of Telecom Argentina and controlled by CVH. (formerly known as VLG Argentina, LLC). During 2023 it was merged and absorbed by CVH.

GLOSSARY OF TERMS	TELECOM ARGENTINA S.A.

Table of Contents PART I

ITEM 1. **** IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3. **** KEY INFORMATION

Capitalization and Indebtedness

Not applicable.

Reasons for the Offer and Use of Proceeds

Not applicable.

Risk Factors

This section is intended to be a summary of more detailed discussions contained elsewhere in this Annual Report. The risks described below are not the only ones that we face. Additional risks that we do not presently consider material, or of which we are not currently aware, may also affect us. Our business, results of operations, financial condition and cash flows could be materially and adversely affected if any of these risks materialize and, as a result, the market price of our Shares and our ADSs could decline. You should carefully consider these risks with respect to an investment in Telecom Argentina. This section is divided in two sub-sections: the “Risk Factors Summary”, which provides a brief summary of our Risk Factors and “Detailed Risk Factors”, providing detailed information in relation to each Risk Factor identified.

✓	Risk Factors Summary

The following summarizes the main risks to which we are subject. You should carefully consider all of the information discussed below in “Item 3. Key Information—Detailed Risk Factors” in this Annual Report for a comprehensive description of these and other risks.

Risks Relating to Argentina

●	Devaluation of the Argentine Peso and foreign exchange restrictions may adversely affect our results of operations, our capital expenditures and our ability to service our liabilities and pay dividends.
●	Economic and political developments in Argentina, and future policies of the Argentine government may affect the economy as well as the operations of the telecommunications industry, including Telecom Argentina.
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●	Inflation is high and could accelerate further, causing adverse effects on the economy and negatively impacting Telecom’s margins and/or ratios.
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●	The Argentine government may exercise greater intervention in private sector companies, including Telecom Argentina.
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●	Argentina’s economy contracted during 2023 and 2024. Continued deterioration of domestic and international economic conditions may result in further economic contraction in Argentina, which could adversely affect our operations.
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●	Argentina’s ability to obtain financing from international markets is limited, which could affect its capacity to implement reforms and sustain economic growth.
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●	The Argentine banking system may be subject to instability which may affect our operations.
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●	We are subject to Argentine and international anti-corruption, anti-bribery and Anti - Money Laundering Laws and may be subject to compliance with economic and trade sanctions programs. Our failure to comply with these laws and programs could result in penalties, which could harm our reputation and have an adverse effect on our business, financial condition and results of operations.
●	Public health crises and measures that might be implemented by the Argentine government in response to them could have an adverse effect on our business operations.
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●	There can be no assurance regarding the consequences of the post-closing review of Argentine regulatory authorities in connection with our acquisition of Telefónica Móviles.
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Risks Relating to Telecom and its Operations

●	We may become subject to burdensome regulations, ordinances and laws affecting the services we offer which could adversely affect our operations.
●	We face substantial and increasing competition in the Argentine fixed and mobile telephony, cable television, internet and Fintech Services businesses.
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●	Technological advances and replacement of our equipment may require us to make significant expenditures to maintain and improve the competitiveness of the services we offer.
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●	The intellectual property used by us, our suppliers or service providers may infringe on intellectual property rights owned by others.
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●	The media industry is a dynamic and evolving industry, and if it does not develop and expand as we currently expect, our results and operations relating to our cable television and internet businesses may suffer.
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●	Our revenues may be adversely affected by an increase in churn rates, with respect to mobile telephony, cable television and internet services, or reductions in fixed telephony lines in service, with respect to fixed telephony services.
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●	Actual or perceived health risks or other problems relating to mobile handsets or transmission masts could lead to litigation or decreased mobile communications usage.
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●	Our operations and financial condition could be affected by future union negotiations, Argentine labor regulations and governmental measures requiring private companies to increase salaries or otherwise provide workers with additional benefits.
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●	We are or may be involved in legal and regulatory proceedings that could result in unfavorable decisions and financial penalties for us.
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●	A cyberattack could adversely affect our business, financial condition, results of operations and cash flow.
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●	Artificial intelligence presents material risks that may result in reputational harm, competitive harm or legal liability and, in turn, adversely affect our business.
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●	The impacts of climate change could pose risks of damage to our infrastructure and cause disruptions in our operations, which may affect our financial results.
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●	Stakeholders’ evolving expectations regarding our ESG practices may impose additional costs or expose us to new risks.
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●	Operational risks could adversely affect our reputation and our profitability.
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●	Any failure by a strategic supplier to comply with its legal and contractual obligations could adversely affect our operations and any action or restriction by a foreign government against a strategic supplier could adversely affect our reputation.
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●	Restrictive covenants in Telecom’s outstanding indebtedness may restrict its ability to pursue its business strategies.
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●	We may be adversely affected by fluctuations in interest rates.
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●	We may be unable to refinance our outstanding indebtedness, or the refinancing terms may be materially less favorable than their current terms, which would have a material adverse effect on our business, financial condition, results of operations and cash flow.
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●	We may not obtain the benefits we expect from the acquisition of Telefónica Móviles in the anticipated timeframe.
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Risks Relating to Telecom Argentina’s Shares and ADSs

●	The New York Stock Exchange (“NYSE”) and/or the Buenos Aires Stock Exchange (by delegated authority of BYMA) may suspend trading and/or delist Telecom’s ADSs and Class B Shares, respectively, upon occurrence of certain events relating to Telecom’s financial situation.
●	Under Argentine corporate law, shareholder rights may be fewer or less well defined than in other jurisdictions.
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●	Changes in Argentine tax laws may adversely affect the tax treatment of our Class B Shares and/or the ADSs.
●	Our shareholders may be subject to liability under Argentine law for certain votes of their securities.
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●	The price of our Class B Shares and the ADSs may fluctuate substantially, and your investment may decline in value.
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●	Restrictions on transfers of foreign exchange and the repatriation of capital from Argentina may impair your ability to receive dividends and distributions on, and the proceeds of any sale of the Class B Shares underlying the ADSs.
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●	Trading of Telecom Argentina’s Class B Shares in the Argentine securities markets is limited and could experience further illiquidity and price volatility.
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●	Holders of ADSs may be adversely affected by currency devaluations and foreign exchange fluctuations.
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●	The relative volatility and illiquidity of the Argentine securities markets may substantially limit your ability to sell the Class B Shares underlying the ADSs on the BYMA at the price and time desired by the shareholder.
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●	We are traded on more than one market and this may result in price variations; in addition, investors may not be able to easily move shares for trading between such markets.
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●	As a foreign private issuer, we will not be subject to U.S. proxy rules and will be exempt from filing certain reports under the Securities Exchange Act of 1934.
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●	If we do not file or maintain a registration statement and no exemption from the Securities Act registration is available, U.S. holders of ADSs may be unable to exercise preemptive rights granted to our holders of Class B Shares underlying ADSs.
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●	Our status as a foreign private issuer allows us to follow alternate standards to the corporate governance standards of the NYSE, which may limit the protections afforded to investors.
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●	We are organized under the laws of Argentina and holders of the ADSs may find it difficult to enforce civil liability claims against us, our directors, officers and certain experts.
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●	CVH, and through CVH, GC Dominio S.A. (“GC Dominio”), have the ability to determine the outcome of any shareholder decision relating to significant matters affecting us.
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✓	Detailed Risk Factors
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Risks Relating to Argentina

Overview

A substantial majority of our property, operations and customers are located in Argentina, and a portion of our assets and liabilities are denominated in foreign currencies. Accordingly, our financial condition, results of operations and cash flows depend to a significant extent on economic and political conditions prevailing in Argentina and on the exchange rates between the Argentine Peso and foreign currencies. In the recent past, Argentina has experienced severe recessions, political crises, periods of high inflation and significant currency devaluation. The Argentine economy has been volatile over time, with years of economic growth and others with recession. Several factors have impacted negatively the Argentine economy in the recent past, and may continue to impact it in the future, including among others, inflation rates, exchange rates, commodity prices, level of BCRA reserves, public debt, tax pressures, trade and fiscal balances, government policy and the international and macroeconomic conditions. Those conditions could adversely affect our operations.

Devaluation of the Argentine Peso and foreign exchange restrictions may adversely affect our results of operations, our capital expenditures and our ability to service our liabilities and pay dividends.

Since we generate a substantial portion of our revenues in Argentine Pesos (the functional currency of Telecom), any devaluation may negatively affect the U.S. dollar value of our earnings while increasing, in Peso terms, our expenses and capital expenditures denominated in foreign currency. The Argentine Peso has been subject to significant devaluation against the U.S. dollar in the past and may be subject to fluctuations in the future. The value of the Argentine Peso compared to other foreign currencies is dependent, among other factors, on the level of international reserves maintained by the BCRA, which have also shown significant fluctuations in recent years. The Argentine macroeconomic environment, in which we operate, has been affected by the continued devaluation of the Argentine Peso, which in turn has and could continue to have a direct impact on our financial and economic position.

PART I - ITEM 3 KEY INFORMATION	TELECOM ARGENTINA S.A.

Table of Contents The value of the Argentine Peso has fluctuated significantly over time. In 2024, the Argentine Peso continued to depreciate against the U.S. dollar. However, the Peso devalued at a slower rate compared to the previous year, with a monthly depreciation rate of around 2%. According to Banco de la Nación Argentina, the Peso/dollar exchange rate stood at P$1,032 per US$1.00 as of December 31, 2024, evidencing an appreciation of the U.S. dollar against the Argentine Peso of approximately 27.7% from its value of P$808.45 per dollar on December 31, 2023 (compared to 356.3% and 72.5% in the years ended December 31, 2023 and 2022, respectively). If we analyze the behavior of the average exchange rate, during 2024 it stood at P$925.2 per dollar.

As a result of the Argentine Peso’s increased volatility, the Argentine government and the BCRA implemented several measures to stabilize its value. The continued devaluation of the Argentine Peso during the past years has had and continues to have a negative impact on the payment of foreign currency denominated debts by local private sector debtors to unrelated foreign entities, and has also led to an increase in inflation, which in turn has a direct impact on real wages. The devaluation has also negatively impacted businesses whose success is dependent on domestic market demand and adversely affected the Argentine government’s ability to honor its foreign debt commitments.

Higher restrictions to access the official FX Markets were imposed starting 2020, with a view to reducing the loss of international reserves generated by a greater demand of U.S. dollars by individuals and companies. These restrictions have resulted in the creation of multiple reference exchange rates, such as the “blue chip swap” rate (contado con liquidación), MEP dollar (Mercado Electrónico de Pagos), and soybean dollar (dólar soja), among others. Some of these exchange rates are only available to certain markets participants, or in the activities in which the currency is held. In addition, dealing with certain of these reference rates might directly affect the access of the Company to the Argentine Single and Free Exchange Market (“MULC” for its Spanish acronym). The requirements to access these different exchange rates, as well as the actual exchange rate of each option, vary significantly from one another. In previous years, the BCRA has established certain requirements to access the local exchange market to repay cross-border financial debts, particularly, for principal payments on loans and securities with amortization schedules between October 15, 2020, and December 31, 2021. As of the date of this Annual Report, this framework has not been renewed. It is not possible to guarantee that requirements of this kind will not be reinstated in the future by the BCRA or that other regulations with similar effects will be issued that would require the Company to refinance its obligations, which in turn could have a negative impact on the Company, and in particular, in the Company’s ability to meet its debt obligations. See “Risks Relating to Telecom Argentina’s Shares and ADSs—Restrictions on transfers of foreign exchange and the repatriation of capital from Argentina may impair your ability to receive dividends and distributions on, and the proceeds of any sale of the Class B Shares underlying the ADSs and “Item 10—Additional Information—Foreign Investment and Exchange Controls in Argentina—Specific provisions for inward remittances—External financial indebtedness”.

In October 2022, the former administration issued the General Resolution No. 5,271/2022 creating the Argentine System of Imports (“SIRA”) and the Argentine System of Imports and Foreign Payments of Services (“SIRASE”), an import licensing and approval system created to preserve hard currency reserves within the BCRA. All products and services were under the scope of the SIRA framework, which required Argentine importers to submit a SIRA or SIRASE request for all imports before shipping products or contracting services from abroad. The implementation of this system ultimately generated major import approval delays and barriers to foreign exchange availability for Argentine companies during 2023 and, because of the inability for companies to access the MULC, this was the only time in recent years when many Argentine companies had to extend or renegotiate their commercial debts with foreign suppliers.

Due to this situation, in 2023, we were unable to access the MULC to meet most of our foreign currency obligations for imports of goods and services essential to our operations, leading to the accumulation of commercial debt. If past due, this additional commercial debt was treated as financial debt for purposes of calculating the Company’s financial ratios, in accordance with the definitions incorporated in some of our debt contracts.

On December 26, 2023, the Milei administration issued General Joint Resolution No. 5,466/2023, establishing a new Statistical System for Imports (SEDI) and repealing the previous framework under General Resolution No. 5,271/2022. As of the date of this Annual Report, the accumulated commercial debt from 2023 has been settled.

PART I - ITEM 3 KEY INFORMATION	TELECOM ARGENTINA S.A.

Table of Contents The Milei administration implemented policies aimed at modifying Argentina’s macroeconomic conditions, such as reducing the fiscal deficit, reforming the National State, privatizing public companies and rationalizing the current spending of the national administration. These measures and any future measures may generate volatility in economic and financial conditions. To address the issue of increasing commercial debts, under the Milei administration, the BCRA has been offering U.S. dollar-denominated securities (BOPREAL, standing for Bond for the Reconstruction of a Free Argentina in Spanish), which can only be subscribed by importers with overdue debts for goods with customs registration and/or services rendered until December 12, 2023. As an alternative, BOPREALs may have been used for easier access to foreign currency, whether through the collection of interest or principal upon maturity, or through the sale of the bonds in the secondary market in exchange for dollars paid abroad. Importers of goods and services may not repay debts incurred prior to December 12, 2023, by any other means, except for dollars held abroad, without jeopardizing access to the official exchange market. Pursuant to current BCRA rules, importers will not be entitled to access the MULC for 90 days if they have conducted exchange transactions involving the sale/purchase of securities (other than BOPREALs) settled in dollars abroad.

In this regard, between January and May 2024, the BCRA completed the Series 1, 2 and 3 BOPREAL auctions issuing their maximum amounts of US$5,000 million, US$2,000 million and US$3,000 million, respectively. Series 3 of BOPREAL was also qualified for subscription by those who have debt related to payment of dividends (BCRA Communication “A” 7999) and comply with certain conditions.

Given the options currently provided by the BCRA, we managed the stock of commercial debt that was accumulated due to the aforementioned restrictions. We participated in the auctions of BOPREAL 1 and 2 Series during January and February 2024. The bonds allowed us to agree on a settlement of the existing commercial debt with our main vendors, which we negotiated with each counterparty on a one-by-one basis.

The success of the government measures is uncertain and any further depreciation of the Argentine Peso or our inability to acquire foreign currency could have a material adverse effect on our financial condition and results of operations. We cannot predict the effectiveness of these measures, nor whether, or to what extent, the value of the Argentine Peso may depreciate or appreciate against the U.S. dollar or other foreign currencies, nor our ability to meet our liabilities denominated in foreign currencies, or how these uncertainties will affect demand for the services we provide. Furthermore, no assurance can be given that, in the future, no additional currency or foreign exchange restrictions or controls will be imposed. Existing and future measures may negatively affect Argentina’s international competitiveness, discouraging foreign investments and lending by foreign investors or increasing foreign capital outflow which could have an adverse effect on economic activity in Argentina, and which, in turn, could adversely affect our business and results of operations.

Depreciation of the Argentine Peso against major foreign currencies may have a material adverse effect on our financial condition and results of operations and an adverse impact on our capital expenditure program and increase the Argentine Peso amount of our trade payables and borrowings denominated in foreign currencies. As of December 31, 2024, P$2,627,952 million of our liabilities net were denominated in foreign currencies. Despite that Telecom seeks to manage the risk of devaluation of the Argentine Peso, by entering from time to time into certain DFI agreements and futures contracts to hedge some of its exposure to foreign currency fluctuations, Telecom remains highly exposed to risks associated with the fluctuation of the Argentine Peso. In addition, the devaluation of the Argentine Peso and foreign exchange restrictions may affect compliance with our covenants. See “—Risks Relating to Telecom and its Operations—Restrictive covenants in Telecom’s outstanding indebtedness may restrict its ability to pursue its business strategies.” Any restrictions on transferring funds abroad imposed by the Argentine government could undermine our ability to pay dividends on our ADSs or make payments (of principal or interest) under our outstanding indebtedness in U.S. dollars, as well as to comply with any other obligation denominated in foreign currency. See “Item 10—Additional Information—Foreign Investment and Exchange Controls in Argentina”.

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Economic and political developments in Argentina, and future policies of the Argentine government may affect the economy as well as the operations of the telecommunications industry, including Telecom Argentina.

The Argentine government has historically exercised significant influence over the economy, and telecommunications companies have operated in a highly regulated environment. The Argentine government may promulgate numerous, far-reaching regulations affecting the economy and telecommunications companies, for example, the enaction of Decree No. 690/20 in August 2020 (see “Item 4—Information on the Company—Regulatory Authorities and Framework—Regulatory Framework—Decree No. 690/20 - Amendment to the LAD - Controversy”), and the nationalization of the private pension and retirement system in 2008 (see “—The Argentine government may exercise greater intervention in private sector companies, including Telecom Argentina”).

Additionally, the agreements between the Argentine government, the Paris Club, and the IMF have been fundamental for restructuring Argentina’s debt and stabilizing its economy. See “—Argentina’s ability to obtain financing from international markets is limited, which could affect its capacity to implement reforms and sustain economic growth.” The Argentine government is expected to pursue negotiations for a new program with additional financing to accelerate the removal of foreign exchange restrictions. However, the success of these measures will depend on the continued implementation of economic reforms and the political support needed to maintain macroeconomic stability and sustainable economic growth. We cannot assure the Argentine government will be successful in future negotiations with the IMF, which could affect the Argentine government’s ability to implement reforms and public policies and boost economic growth, or the impact the result of such renegotiations will have in Argentina’s ability to access international capital markets (and indirectly in our ability to access those markets).

Moreover, the long-term impact of these measures and any future measures taken by the Argentine government on the Argentine economy, as a whole and in the telecommunication sector remains uncertain. It is possible that such reforms could be disruptive to the economy and adversely affect the Argentine economy and the telecommunications industry, and consequently, our business, results of operations and financial condition. We are also unable to predict the measures that the Argentine government may adopt in the future, and how they will impact on the Argentine economy and our results of operations and financial condition.

In the event of any economic, social or political crisis, companies operating in Argentina may face the risk of strikes, expropriation, nationalization, mandatory amendment of existing contracts, and changes in taxation policies including tax increases and retroactive tax claims. In addition, Argentine courts have sanctioned modifications on rules related to labor matters, requiring companies to assume greater responsibility for the assumption of costs and risks associated with sub-contracted labor and the calculation of salaries, severance payments and social security contributions. Since we operate in a context in which the governing law and applicable regulations change frequently, also as a result of changes in government administration, it is difficult to predict if and how our activities will be affected by such changes.

On the other hand, since assuming office on December 10, 2023, the Milei administration has announced a range of economic and policy reforms, which impact on the future economic and political environment is uncertain. No assurances can be made as to the policies that may be implemented by the Argentine administration, or that political developments in Argentina, will not adversely affect the Argentine economy or our business, financial condition or results of operations. In addition, we cannot assure that future economic, regulatory, social and political developments in Argentina will not impair our business, financial condition or results of operations, or cause the market value of our shares to decline.

On December 21, 2023, the Milei administration issued Decree of Necessity and Urgency No. 70/2023, entitled “Bases para la Reconstrucción de la Economía Argentina” (Foundations for the reconstruction of the Argentine economy) establishing various initiatives for the deregulation of the economy and reduction of the size of the public administration and public expenses. Such decree remains mostly in effect. The decree includes a series of legal, institutional, tax, and criminal reforms affecting various sectors of the economy. Additionally, the decree declares a public emergency in economic, financial, fiscal, social security, defense, tariff, energy, health and social matters until December 31, 2025, extendable for two additional years, and delegates numerous legislative powers to the PEN for the duration of the public emergency.

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Table of Contents This decree is subject to the subsequent legislative control established by Section 99, paragraph 3, of the Argentine Constitution and Law No. 26,122, which provides that the decree shall remain in force until it is rejected by both Houses of the Argentine Congress. On March 14, 2024, the Senate rejected the decree, thus preventing it from being fully approved by the Argentine Congress.

The Milei administration also submitted to the Argentine Congress a significant number of reforms through the omnibus bill, entitled “Bases y Puntos de Partida para la Libertad de los Argentinos” (Foundations and Starting Points for the Freedom of the Argentine People or “Ley de Bases”). After months of negotiation, on June 28, 2024, the bill finally passed, and the Ley de Bases was finally approved.

The key points entailed by this approval are the following:

●	Emergency: Ley de Bases declares public emergency on administrative, economic and energy matters for a one-year period. Also, legislative powers are delegated to the PEN in the terms of Section 76 of the Argentine Constitution. The PEN must report monthly and in detail to the Argentine Congress about the exercise and the results of this delegation;
●	State Reform: Regarding the reorganization of the state, the law establishes the bases of legislative delegations, namely: i) to improve the functioning of the state; ii) to reduce the oversizing of the state structure; and iii) to ensure effective internal control in the national public administration. Also, regarding the privatization of public companies, the law determined that the companies “subject to total or partial privatization with concession” are: Energía Argentina S.A.; Intercargo S.A.U.; Agua y Saneamientos Argentinos S.A.; Belgrano Cargas y Logística S.A.; Railway Operating Society S.E. (“SOFSE”); and Corredores Viales S.A. Likewise, reforms and modifications were introduced to laws No. 19,549 (National Administrative Procedures), No. 25,164 (Regulation of National Public Employment), and No. 24,185 (Collective Labor Agreements);
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●	Incentive Regime for Large Investments: The creation of the “Régimen de Incentivos para Grandes Inversiones” (Incentive Program for Large Investments) which establishes a legal and regulatory framework to promote investment in productive projects in Argentina in certain strategic sectors. This program will provide incentives, legal certainty and protection of acquired rights for projects that meet the established requirements. It is declared that large investments under the Incentive Regime for Large Investments (“RIGI”) are of national interest and benefit Argentina, the Argentine Provinces, the City of Buenos Aires and the municipalities. Its objectives are to encourage “large investments”, promote economic development, strengthen competitiveness, increase exports and services, generate employment and provide stability to future investments. Throughout the sections, the deadlines, the subjects authorized to participate, the specific requirements of the RIGI, tax incentives and exchange incentives are regulated;
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●	Concessions: The possibility of the Argentine government to grant public work concessions to private or public entities for the construction, conservation or exploitation of public works and for the provision of public services through the collection of rates, tolls or other remunerations;
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●	Energy: Various modifications are included in laws No. 17,319 (Hydrocarbons), 24,076 (Natural Gas) and 26,741 (Fiscal Oil Fields). The National Gas and Electricity Regulatory Entity is created, replacing the Electricity Regulatory Entity (“ENRE”) and the Gas Regulatory Entity (“ENARGAS”). On the other hand, the PEN is empowered to adapt laws No.15,336 (Electrical Energy) and No. 24,065 (Electrical Regulatory Framework); and
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●	Labor modernization: Various modifications are introduced in laws No. 24,013 (Employment), No. 20,744 (Employment Contract Law) and No. 26,727 (Agrarian Work). Likewise, Law No. 25,323 (which increased the amount of compensation in cases where the employment relationship was not registered or was poorly registered, but the claim was filed after the termination of the employment relationship) is repealed. Modifications include the extension of the trial period or the exemption from sanctions and criminal actions for those employers who have not made the corresponding contributions, in exchange for regularizing the employee. Additionally, the workers will be considered direct employees of the employer who registers the employment relationship, and it will no longer be possible to assimilate a direct relationship between a third-party employee and the contracting user company that leverages claims for salary differences.
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Table of Contents In addition, as of September 2, 2024, Decree No. 777/2024 reduced the PAIS tax (“Impuesto Para una Argentina Inclusiva y Solidaria”) from 17.5% to 7.5%, only for the acquisition of foreign currency for purposes of paying imports of goods and freight. In accordance with Law No. 27,541, the validity of the PAIS Tax ended on December 22, 2024.

On September 11, 2024, the lower house of the Argentine Congress ratified President Milei’s veto to the bill that sought to improve retirement benefits. Therefore, the decision over the bill became final and the Argentine Congress was barred from reconsidering the bill for the remainder of the parliamentary year. On October 9, 2024, the lower house also ratified the presidential veto of legislation that would have shored up public university funding, which also prevented the Argentine Congress from insisting on this initiative for the remainder of the parliamentary year.

The social, political and economic impact of the reforms and measures announced by the Argentine government to date, the consequences of Ley de Bases and other laws enacted, and the impact of future reforms and measures that may be proposed remains uncertain. The ambitious deregulation scheme purported to be enforced by means of Decree No. 70/2023 and Ley de Bases could affect our business, results of operations and financial condition.

We cannot assure that future economic, regulatory, social and political developments in Argentina will not adversely affect our business, financial condition or results of operations, or cause the decrease of the market value of our securities.

Inflation is high and could accelerate further, causing adverse effects on the economy and negatively impacting Telecom’s margins and/or ratios.

Argentina has a hyperinflationary economy, and there is no assurance that inflation rates will not rise further in the future. Furthermore, the INDEC has experienced periods of political intervention that raised serious concerns about the reliability of its published data. As a result, at the end of February 2024, a London Court of Arbitration ordered Argentina to provide US$337 million in bonds to proceed with a lawsuit regarding the calculation method used for a series of debt bonds known as “GDP coupons.” The claim, initiated by a number of investment funds, alleges that the former administration led by Cristina Kirchner, with Axel Kicillof as Minister of Economy, changed the base year for calculating economic growth in 2013 to avoid triggering a GDP coupon payment. This coupon, established in Argentina’s 2005 debt restructuring, was designed to incentivize creditors to participate in a swap by promising additional payments for each year in which Argentina’s GDP grew by more than 3%.

On October 15, 2024, the Supreme Court of the United Kingdom dismissed Argentina’s appeal against the first-instance ruling. The Court of Appeal in London had previously denied Argentina leave to appeal. As a result, Argentina has no further legal recourse and is ordered to pay €1,330 million (US$1,443 million), plus applicable interest, in damages and indemnities related to the “GDP-coupons” case in the United Kingdom. Future political intervention in the INDEC could jeopardize the agency’s autonomy and therefore affect the reliability of its published statistics.

In addition, during last three years, various factors in the international economic and financial context, such as the military conflict between Russia and Ukraine and between Israel and Hamas, and the turbulence in international financial markets caused by rising inflation, particularly in the United States and Europe, had a negative impact on emerging economies such as Argentina. See “—Argentina’s economy contracted during 2023 and 2024. Continued deterioration of domestic and international economic conditions may result in further economic contraction in Argentina, which could adversely affect our operations”. For example, inflation in Argentina raised significantly during 2023, reaching the highest monthly inflation of over 25% in December 2023, when the Milei administration took office. With the Milei administration, inflation experienced a notable decrease, attributed to the policies of fiscal adjustment, control of monetary issuance and economic opening implemented. The CPI variation was 117.8% in 2024, 211.4% in 2023 and 94.8% in 2022. Monthly inflation for January 2025 was 2.2%.

Efforts made by the Argentine government to contain and reduce inflation are expected to, as of the date of this Annual Report, achieve the desired results, as inflation is currently declining. If the value of the Argentine Peso cannot be stabilized through fiscal and monetary policies, an increase in inflation rates could be expected. For additional information, see Note 1.d) to our Consolidated Financial Statements.

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Table of Contents Because the majority of our revenues are denominated in Argentine Pesos, any further increase in the inflation rate not accompanied by a parallel increase in our prices would decrease our revenues in real terms and adversely affect our results of operations. Further, higher inflation rates generally lead to a reduction in the purchasing power, thus increasing the likelihood of a lower level of demand for our fixed and mobile telecommunications, cable television and internet services in Argentina.

The Argentine government may exercise greater intervention in private sector companies, including Telecom Argentina.

In November 2008, Argentina nationalized its private pension and retirement system, and appointed ANSES as its administrator, which affected the access to financing in capital markets for publicly traded companies as well as the liquidity of their securities within the market. A significant portion of the public float of certain Argentine publicly traded companies is currently owned by the Argentine government through ANSES-FGS, including Telecom. See “Item 7—Major Shareholders and Related Party Transactions”. The Argentine government exercised in the past, and may exercise in the future, influence over corporate governance decisions of companies in which it owns shares by combining its ability to exercise its shareholder voting rights to designate board and supervisory committee members with its ability to dictate tax and regulatory matters.

The Argentine government exercised in the past, and may exercise in the future, decisions to intervene in private companies in financial distress. We cannot predict whether the current administration or future administrations will take similar or further measures, including nationalization, expropriation and/or increased Argentine governmental intervention in companies. Government intervention in the industries in which we operate could create uncertainties for investors in public companies in Argentina, including Telecom Argentina, as well as have a material adverse effect on our business, financial condition, and results of operations. See “—Economic and political developments in Argentina, and future policies of the Argentine government may affect the economy as well as the operations of the telecommunications industry, including Telecom Argentina.”

Argentina’s economy contracted during 2023 and 2024. Continued deterioration of domestic and international economic conditions may result in further economic contraction in Argentina, which could adversely affect our operations.

The Argentine economy has faced significant volatility in recent years and decades. This has been characterized by periods of slow or declining economic growth, high and fluctuating inflation rates, and depreciation of the Argentine Peso. Following a period of recovery after the sharp economic downturn in 2020, Argentina’s economy contracted again in 2023 and 2024. Argentina’s economy remains unstable notwithstanding the efforts by the Argentine government to address inflation and the constraints on the country’s foreign exchange reserves and related pressure on the value of the Peso. Substantially all our operations, properties and customers are in Argentina, and, as a result, our business is, to a large extent, dependent upon economic and legal conditions prevailing in Argentina.

If economic conditions in Argentina were to further deteriorate, they could have an adverse effect on our results of operations, financial condition, and cash flows.

Global financial instability, pandemics, the armed conflicts between Russia and Ukraine and generally in the Middle East, or global economic conditions, any future increases in the interest rate of the United States and other developed countries, changes in economic or political conditions in Latin America and any other global economic events may impact the Argentine economy and prevent Argentina to be put back on track to growth or could aggravate the current recession with consequences in trade and fiscal balances and in the unemployment rate.

Argentina’s economy may be negatively affected in the future by several domestic factors such as an appreciation of the real exchange rate which could affect its competitiveness, further worsening trade balance, which, combined with capital outflows could reduce the levels of consumption and investment resulting in greater exchange rate pressure. Additionally, abrupt changes in monetary and fiscal policies or foreign exchange framework could rapidly affect local economic output, while lack of appropriate levels of investment in certain economic sectors could reduce long-term growth. Access to the international financial markets could be limited. Consequently, an increase in public spending not correlated with an increase in public revenues could affect Argentina’s fiscal results and generate uncertainties that might affect the economy’s growth level.

In addition, while the vast majority of economies recovered from the impact of the COVID-19 pandemic during the last years, if such slowdowns or recessions were to recur, this may impact the demand for products coming from Argentina and hence affect its economy.

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Table of Contents Additionally, the United States Federal Reserve (“FED”) lowered interest rates in September, November and December 2024, which were the first reductions in four years. Some members of the Federal Open Market Committee indicated that these reductions are in line with a gradual approach to normalizing monetary policy in the U.S., as it allows for an evaluation of the policy’s restrictive impact as the U.S. economy progresses. However, the potential impact of these and other FED interest rate adjustments on the Argentine economy and our operations remains uncertain.

The Russia-Ukraine sanctions could adversely affect the global economy and financial markets and thus could affect our business, financial condition, or results of operations. The extent and duration of the military conflict, sanctions and resulting market disruptions are impossible to predict, but could be substantial. Any such disruptions caused by Russian military action or resulting sanctions may magnify the impact of other risks described in this Annual Report and may result in compliance and operational challenges for the Company. We maintain telecommunications agreements with certain international carriers that may deliver traffic between the Company’s networks, Russia and Ukraine, including potentially certain sanctioned territories within Ukraine. Although U.S. sanctions authorize the receipt or transmission of telecommunications with such sanctioned territories, to the extent that any activities involving those international carriers are outside the scope of such authorization, or sanctions relating to Russia and Ukraine are expanded, such activity may potentially result in regulatory or enforcement actions against the Company.

Additionally, there is uncertainty as to how the trade relationship between the Mercosur member States will unfold, between Argentina and Brazil. We cannot predict the effect on the Argentine economy and our operations if trade disputes arise between Argentina and Brazil, or in case either country decided to exit the Mercosur.

In addition, the global macroeconomic environment is facing challenges. There is considerable uncertainty over the long-term effects of the monetary and fiscal policies adopted by the central banks and financial authorities of some of the world’s leading economies, including the United States, Europe and China. Some of these monetary measures negatively impacted financial markets during 2022 and 2023.

Since October 2023, an armed conflict between Israel and Hamas-led Palestinian militant groups has taken place primarily in and around the Gaza Strip, with clashes spilling over into the West Bank and the Israel-Lebanon border. There have been concerns over unrest and terrorist threats in the Middle East, Europe, and Africa, as well as conflicts involving Iran, Ukraine, Russia, Syria and North Korea. There have also been concerns about the relationship between China and other Asian countries, which could lead to or exacerbate potential conflicts related to territorial disputes, and the possibility of an economic conflict between the United States and China, which began in 2018. If the ongoing conflict in the Middle East results in sanctions, it could result in regulatory or enforcement actions against the Company.

If international and domestic conditions for Argentina were to worsen due to the aforementioned factors, the Argentine economy could be negatively affected as a result of lower international demand and lower prices for its products and services, higher international interest rates, lower capital inflows and higher risk aversion, which may also adversely affect our business, results of operations, financial condition and cash flows.

Changes in U.S. trade and other policies under the new U.S. administration may adversely impact our business, financial condition, and results of operations.

The administration of U.S. President Donald Trump has introduced significant changes in trade policies, including the imposition of new tariffs and other trade restrictions that could affect cross-border commerce. On February 1, 2025, President Trump issued an executive order imposing tariffs on imports from Canada, Mexico, and China, with additional measures under consideration. While the tariffs on Mexico and Canada are currently delayed, these tariffs, along with potential retaliatory actions by these and other countries, could disrupt global trade flows, impact the cost and availability of telecom equipment and technology, and increase operational costs for companies reliant on international supply chains.

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Table of Contents Further, on February 10, 2025, President Donald Trump issued proclamations re-imposing and expanding 25% tariffs on imported steel and aluminum products under Section 232 of the Trade Expansion Act of 1962. These tariffs apply to all countries that previously received exemptions, increase aluminum tariffs from 10% to 25%, and expand the scope of existing steel and aluminum tariffs to include derivative products. The new tariffs, which will take effect on March 12, 2025, could increase the cost of critical telecommunications infrastructure and equipment, particularly for companies like us that rely on imports for network expansion and maintenance. Additionally, heightened scrutiny on tariff classifications and increased enforcement measures by U.S. authorities could lead to further supply chain disruptions and additional costs.

We offer a range of services, including mobile telephony, fixed telephony, internet, and cable television. Additionally, we provide mobile, internet, satellite TV, and other services in Paraguay; cable television services in Uruguay; cybersecurity services and products in Chile; and fixed wholesale services in the United States. See “Item 4—Information on the Company—The Company.” We are dependent on imported telecommunications equipment to provide many of these services. Given our reliance on imported telecommunications equipment, changes in U.S. trade policies that cause disruption in the international market may materially adversely impact our costs and ability to import such equipment. For example, if our access to key suppliers or technology is restricted, or if our customers face economic constraints due to increased costs of goods and services resulting from international tariffs, trade restrictions, or changes in U.S. or foreign government regulations, our financial condition and results of operations could be materially and adversely affected.

In addition, to the extent that changes in the political environment due to the imposition of tariffs or other measures negatively impact us or the markets in which we operate, our business, financial condition, and results of operations could be materially and adversely affected. Given the expanding scope of trade restrictions and the uncertainty surrounding future policies of the Trump administration, we can provide no assurances regarding the full extent of any potential impact.

Argentina’s ability to obtain financing from international markets is limited, which could affect its capacity to implement reforms and sustain economic growth.

Argentina has experienced financial distress since its default on certain debt payments in 2001, 2014 and 2020. During 2020, the Argentine government entered into negotiations with its creditors to restore the sustainability of its external public debt. By August of that year, the Argentine government restructured approximately US$66.5 billion of its U.S. dollar-denominated global bonds.

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Table of Contents During the first quarter of 2022, the Argentine government reached a new agreement with the IMF in order to renegotiate the principal maturities of the US$44.1 billion disbursed between 2018 and 2019 under an SBA, originally planned for the years 2021, 2022 and 2023. On January 28, 2022, the Argentine government and the IMF announced that they had reached an understanding on key policies as part of their ongoing discussions relating to an IMF-supported program. Later, on March 3, 2022, the IMF and the Argentine government reached a staff-level agreement on the economic and financial policies to be supported by a 30-month extended fund facility arrangement (the “EFF Agreement”), which was approved by the Argentine Congress through Law No. 27,668 on March 17, 2022, and enacted by Decree No. 130/22. Subsequently, the executive board of the IMF approved the EFF Agreement for an amount equivalent to US$44 billion, including an immediate disbursement of US$9.6 billion. As of the year ended December 31, 2023, the IMF Executive Board and the Argentine authorities reached a staff-level agreement on the first to the sixth reviews, under the extended fund facility arrangement. On February 1, 2024, the IMF Executive Board concluded the seventh review of the agreement under the IMF extended fund facility for Argentina. The decision of the Executive Board enables an immediate disbursement of approximately US$4.7 billion (or Special Drawing Rights “SDR” 3.5 billion) to support the significant efforts of the new authorities to restore macroeconomic stability and get the program back on track. On May 14, 2024, the eighth review of the program took place, which focused on fiscal compliance during the first quarter of 2024. According to the Ministry of Economy’s figures, the primary fiscal surplus was four times higher than the figure required by the current program. In turn, under the 2018 agreement, the BCRA is expected to make a payment of US$1.9 billion and after which only a last principal payment of approximately US$640 billion will remain and, from that moment on, the BCRA will make calendar interest and surcharge payments until September 2026, when the repayment process of the current Extended Facilities Program is expected to begin. In this sense, on June 13, 2024, the IMF Executive Board concluded the eighth review of the agreement under the IMF extended fund facility for Argentina. The decision of the Executive Board enabled an immediate disbursement of approximately US$0.8 billion.

On October 28, 2022, the Minister of Economy announced a new agreement with the Paris Club, which is an addendum to the Paris Club 2014 Settlement Agreement. This new agreement recognizes a principal amount of US$1.971 billion, extending the repayment period to thirteen semi-annual installments, starting in December 2022 to be repaid in full in September 2028. As part of the agreement, the interest rate applicable to the first three installments was reduced from 9% to 3.9%, with subsequent gradual increases to 4.5%. The payment profile implies semi-annual payments averaging US$170 million (principal and interest included). In early April 2023, the former Minister of Economy, Sergio Massa, signed agreements with the Netherlands, Germany, Canada, Israel, Finland, Denmark and Austria, part of the negotiations between the Argentine government and the group of creditor countries of the Paris Club to finalize the payment of the obligations in 2028.

We cannot assure you that the EFF Agreement will not affect Argentina’s ability to implement reforms and public policies and boost economic growth. In addition, the long-term impact of these measures and any future measures taken by the current government on the Argentine economy remains uncertain.

Despite the restructuring of Argentina’s public debt carried out between 2020 and 2022, international markets remain cautious about Argentina’s debt. Although Argentina country risk indicator began to decline significantly, there can be no assurance that Argentina’s credit ratings will remain in place or otherwise be downgraded, suspended or cancelled. Any downgrade, suspension or cancellation of Argentina’s sovereign debt rating may have an adverse effect on the Argentine economy and our business.

Without renewed access to financial markets, the Argentine government may not have the financial resources to implement reforms and drive growth. Argentina’s inability to obtain credit in international markets could have a direct impact on our ability to access those markets to finance our operations and growth, including the financing of capital expenditures, which would adversely affect our financial condition, results of operations and cash flows. In addition, we cannot predict the outcome of any future restructuring of Argentine sovereign debt. We have investments in Argentine sovereign bonds in the amount of P$11,386 million as of December 31, 2024. Any new event of default by the Argentine government could adversely affect their valuation and repayment terms, as well as have a material adverse effect on the Argentine economy and, consequently, our business and results of operations.

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Table of Contents

The Argentine banking system may be subject to instability which may affect our operations.

In spite of the fact that the financial system’s deposits continue to grow in nominal terms, they are mostly short-term deposits and the sources of medium and long-term funding for financial institutions are currently limited. In 2024, nominal private deposits in Pesos increased 104% year-over-year (fueled by the growth of nominal time deposits with a 173% increase). During the same period, loans in foreign currency (composed mainly of corporate loans) increased 218%. In 2024, private deposits in U.S. dollars increased by 99%.

Financial institutions are particularly subject to significant regulation from multiple regulatory authorities, all of which may, among other things, establish limits on commissions and impose sanctions on financial institutions. The lack of a stable regulatory framework, or changes to such regulatory framework by the Argentine government, could impose significant limitations on the activities of financial institutions and could induce uncertainty with respect to the financial system stability.

The persistence of the current economic crisis or the instability of one or more of the larger banks, public or private, could have a material adverse effect on the prospects for economic growth and political stability in Argentina, resulting in a loss of consumer confidence, lower disposable income and fewer financing alternatives for consumers. These conditions would have a material adverse effect on us by resulting in lower usage of our services, lower sales of devices and the possibility of a higher level of uncollectible accounts or an increase in the credit risk of the counterparties regarding the Company investments in local financial institutions. In addition, exchange controls and restrictions on transfers abroad and capital inflows limit the availability of international credit.

We are subject to Argentine and international anti-corruption, anti-bribery and Anti-Money Laundering Laws and may be subject to compliance with economic and trade sanctions programs. Our failure to comply with these laws and programs could result in penalties, which could harm our reputation and have an adverse effect on our business, financial condition and results of operations.

The United States Foreign Corrupt Practices Act of 1977 (“FCPA”), the Organization for Economic Co-Operation and Development Anti-Bribery Convention, the Argentine Corporate Criminal Liability Law (Ley de Responsabilidad Penal Empresaria), and other applicable anti-corruption laws prohibit companies and their intermediaries from offering or making improper payments (or giving anything of value) to government officials and/or persons in the private sector for the purpose of influencing them or obtaining or retaining business and require companies to keep accurate books and records and maintain appropriate internal controls. In particular, the Argentine Corporate Criminal Liability Law provides for the criminal liability for corporate entities for criminal offences against public administration and transnational bribery committed by, among others, its attorneys-in-fact, directors, officers, employees, or representatives. Relatedly, we may be subject to compliance with economic and trade sanctions programs, including certain of which that are administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), which prohibit or restrict transactions or dealings with certain territories, governments, organizations, and individuals. Although these programs differ from one sanction regime to another, to be subject to sanctions compliance requirements, such activities generally need to occur within the jurisdiction of the sanctioning authority. Failure to comply with any anti-corruption, anti-bribery or Anti-Money Laundering Laws or economic and trade sanctions programs could subject us to legal and reputational consequences, including civil and criminal penalties.

It may be possible that, in the future, there may emerge in the press allegations of instances of misbehavior on the part of former agents, current or former employees or others acting on our behalf or on the part of public officials or other third parties doing or considering business with us. We will endeavor to monitor such press reports and investigate matters that we believe warrant an investigation in keeping with the requirements of compliance programs and, if necessary, make disclosure and notify the relevant authorities. However, any adverse publicity that such allegations attract may have a negative impact on our reputation and lead to increased regulatory scrutiny of our business practices.

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Table of Contents Our subsidiary Micro Sistemas is subject to Argentine Anti-Money Laundering Laws and administrative regulations that conform, in particular, to the international standards established by the Financial Action Task Force (FATF-GAFI) (the “Anti-Money Laundering Laws”) that prohibit, among other things, their involvement in receiving and/or transferring the proceeds of criminal activities and impose obligations to identify the users and beneficial ownership and request certain information and documentation that, in certain circumstances, must be shared with regulators or government institutions. In Paraguay, our subsidiary Personal Envíos is subject to laws that prevent and repress illegal acts intended to legitimize money or assets, and to resolutions that regulate the Prevention of Money Laundering and Financing of Terrorism directed at Electronic Payment Media Companies authorized by the Central Bank of Paraguay. See “Item 4—Information on the Company—Regulatory Authorities and Framework”. Failure to comply with Anti-Money Laundering Laws could result in significant administrative and/or criminal sanctions as provided in such regulations.

On February 10, 2025, President Trump issued an executive order pausing FCPA enforcement for 180 days and directing the Department of Justice to revise its enforcement guidelines to prioritize U.S. economic and security interests This shift may result in a more lenient enforcement environment for U.S. companies, potentially increasing the risk that we, as a non-U.S. company, could face stricter FCPA enforcement compared to our U.S. counterparts.

We believe that our past and current activities comply with applicable anti-corruption, anti-bribery and Anti-Money Laundering Laws and economic and trade sanctions programs. However, such laws and programs are complex and subject to significant discretion by the relevant authorities. As a result, we cannot provide any guarantees that our activities will not be challenged in the future, which could have a material adverse effect on our results of operations. If we or individuals or entities that are or were related to us are found to be liable for violations of applicable anti-corruption, anti-bribery or Anti-Money Laundering Laws (either due to our own acts or our inadvertence, or due to the acts or inadvertence of others) or economic and trade sanctions programs, we or other individuals or entities could face civil and criminal penalties or other sanctions, which in turn could have a material adverse impact on our reputation, business, financial condition and results of operations.

Public health crises and measures that might be implemented by the Argentine government in response to them could have an adverse effect on our business operations.

We are subject to risks related to public health crises, such as the COVID-19 pandemic, which had an adverse effect on our operating results mainly in 2020 and 2021. As a result, our business, financial condition and results of operations could be materially affected by a crisis, like the COVID-19 pandemic, that could significantly impact the way customers use and pay for our products and services, the way our employees provide services to our customers, and the ways that our partners and suppliers provide products and services to us. For example, in response to the COVID-19 pandemic, there were public and private sector policies and initiatives to reduce the transmission of COVID-19, including the initiatives we took to promote the health and safety of our employees and provide critical infrastructure and connectivity to our customers, all of which occurred in the context of a related global slowdown in economic activity. In addition, such a crisis could significantly increase the probability or consequences of the risks our business faces in ordinary circumstances, such as risks associated with our supplier and vendor relationships, risks of an economic slowdown, regulatory risks, and the costs and availability of financing.

There can be no assurance regarding the consequences of the post-closing review of Argentine regulatory authorities in connection with our acquisition of Telefónica Móviles.

On February 24, 2025, Telecom Argentina acquired 99.999625% of the share capital of Telefónica Móviles for US$1.245 billion (including a net cash position held by the acquired company), financed through two loans totaling US$1.170 billion. The transaction is subject to post-closing review by regulators, including the ENACOM and the CNDC to determine its compliance with applicable regulatory and antitrust requirements. On the same day that we announced the acquisition, the Argentine government issued an official statement (Comunicado Oficial Número 83), expressing that, if the transaction is deemed to create a monopoly, the Argentine government will take all necessary measures to prevent it.

There can be no assurance regarding the consequences of the post-closing review of regulatory authorities. If regulatory authorities impose conditions or require divestitures (which may include divestiture of our interest in all or certain assets of Telefónica Móviles), it could have a material adverse impact on our business strategy, financial condition, and future growth. Additionally, complying with

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Table of Contents potential regulatory requirements, including the sale of assets or operational restrictions, could delay the realization of anticipated benefits from the acquisition and increase associated costs.

For more information on the recent acquisition of Telefónica Móviles, see “Item 4—Information on the Company—Recent Developments—Acquisition of Telefónica Móviles.”

Risks Relating to Telecom and its Operations

We may become subject to burdensome regulations, ordinances and laws affecting the services we offer which could adversely affect our operations.

Activities in the fixed and mobile telephony, cable television and internet businesses are subject to risks associated with the adoption and implementation of laws and governmental regulations that reflect changing governmental policies over time. The Argentine government has historically exercised significant influence over the economy, and telecommunications companies have operated in a highly regulated environment. In the past, the Argentine government promulgated numerous, far-reaching regulations affecting the economy and telecommunications companies. In addition, local municipalities in the regions where we operate have also introduced regulations and proposed various taxes and fees for the installation of infrastructure, equipment and expansion of fixed line and mobile networks. For example, municipalities usually restrict areas where antennas may be deployed, negatively impacting our mobile service coverage, which in turn affects the quality of our services. Municipal and provincial tax authorities have also brought an increasing number of claims against us, which we are replying. If changes to existing laws and regulations lead to negative consequences for the Company, our business, financial condition, results of operations and cash flows may be adversely affected.

After the deregulation of Argentina’s telecommunications and media industries, the Broadcasting Law, No. 26,522, the LAD and their implementing regulations have been amended on several occasions, modifying requirements to hold or transfer broadcasting licenses.

In March 2020, in response to the COVID-19 outbreak, the Argentine government introduced emergency measures in the telecommunications sector in order to alleviate the financial burden of the pandemic on individuals and companies. Decree No. 311/20 issued by the PEN on March 24, 2020, determined that services related to fixed and mobile telephony, internet and cable television would not be interrupted for defaults in payment by a certain group of customers defined therein. In August 2020, Decree No. 690/20 declared ICT services as an essential public service and imposed tariff regulations on such services. During 2024 Decree No. 690/20 and related ENACOM resolutions were nullified and declared unconstitutional. See “Item 4—Information on the Company—Regulatory Authorities and Framework—Regulatory Framework—Decree No. 690/20 - Amendment to the LAD - Controversy” and “Item 4—Significant 2024 Events—Decree No. 690/20 - Amendment to the LAD”.

Although the current administration generally favors deregulation and limited state intervention in the private sector, we cannot guarantee that we will not be subject to similar regulations in the future. Such regulations could necessitate adjustments to our subscription service prices, potentially having a materially adverse impact on our revenues.

Moreover, in certain municipalities, regulations have been adopted requiring us to upgrade and/or modify our cable television systems. We will seek to continue to upgrade our existing cable systems, including any network upgrades or modifications required by regulatory or local authorities if we have sufficient cash flow and financing is available at commercially attractive rates. Although currently applicable local ordinances provide that certain penalties may be imposed, including the suspension of the right to use the air space, municipalities have generally not imposed penalties on non-compliant cable systems operators. As of the date of this Annual Report, no fines have been imposed on us in relation to this matter.

The laws related to the commitments to maintain certain coverage and quality of services require and may require significant capital expenditure from Telecom. Additionally, many municipal governments have issued regulations that, in our view, exceed their authority, which frequently limit, hinder or restrict the installation of the infrastructure required to comply with such commitments. Therefore, such legislation negatively impacts the obligations that we and our competitors assumed.

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Table of Contents In relation to Fintech Services, we are subject to BCRA regulation for all services provided by Personal Pay. Any failure to comply with current regulations could generate regulatory exposures that entail sanctions and reputational exposures for the business.

We may also be subject to additional and unexpected governmental regulations in the future. For more information on the regulatory framework, see “Item 4—Information on the Company—Regulatory Authorities and Framework.”

Additionally, SCI Resolution No. 50/10 approved certain rules governing pay television services. These rules provide that cable television operators must apply a formula to calculate their monthly subscription prices. The price arising from the application of the formula was to be informed to the Office of Business Loyalty (Dirección de Lealtad Comercial), requiring cable television operators to adjust such amount semi-annually and inform the result of such adjustment to that Office. The Company challenged Resolution No. 50/10 and requested the suspension of its effects and its nullity. Over the years there have been rulings, appeals and regulations related to Resolution No. 50/10. On November 15, 2024, Resolution No. 50/10 was repealed by Resolution No. 433/2024 of the Ministry of Industry and Commerce. The Company, together with its legal advisors, is evaluating the impact of this repeal on the respective judicial situation.

We face substantial and increasing competition in the Argentine fixed and mobile telephony, cable television, internet and Fintech Services businesses.

The fixed and mobile telephony, cable television, internet and Fintech Services businesses in Argentina are competitive. Our competitors may consummate transactions that result in further consolidation and convergence. Therefore, we may lose a portion of our market share which may create additional risks and adversely impact on our financial condition and results of operations. See “—We may become subject to burdensome regulations, ordinances and laws affecting the services we offer which could adversely affect our operations.”

We compete with other cable television operators that have built networks in the areas in which we operate, providers of other pay television services, including direct broadcasting, direct-to-home satellite and multi-channel multi-point distribution system services, licensed suppliers of Basic Telephone Services and cooperative entities providing utility services and also with free broadcasting services which are currently available to the Argentine population in certain areas from four privately-owned television networks and their local affiliates and one state-owned national public television network. We expect competition to increase in the future due to several factors, including the development of new technologies.

In relation to mobile services, we anticipate that we will have to devote significant resources to the refurbishment and maintenance of our existing network infrastructure to comply with regulatory obligations and to remain competitive with respect to the quality of our services. In addition, we must comply with the obligations arising from the acquisition of the 4G and 5G spectrum. We also expect to continue to devote resources to customer retention and loyalty in such services.

Fintech Services are also becoming increasingly competitive with the growth of several fintechs established in Argentina. With respect to our digital wallet, Personal Pay competes with existing digital and offline payment methods, including banks and other providers of traditional payment methods that serve both merchants and individuals. We also compete in the rapidly evolving fintech space with local and strong global players that offer digital financial services such as access to credit, virtual and physical cards, insurance, savings accounts and asset management.

Technological innovation relating to fixed and mobile telephony, cable television, internet transmission and Fintech Services increases the level of competition that we face and requires us to make frequent investments to develop new and innovative programming services and products to attract and retain fixed and mobile telephony, cable television, internet and Fintech Services customers. We cannot assure you that we will be able to make the investments necessary to remain competitive, or that we will be able to attract new and retain our current customers. A substantial loss of customers to competitors would have a material adverse effect on our business and results of operations.

Additionally, our ability to successfully invest in, and implement, new technologies, coverage and our wireless network may be impaired if we fail to obtain certain municipal authorizations, as well as by an adverse macroeconomic condition in Argentina. If we are not successful in making such investments, the growth of our business and quality of our services would be adversely affected. Further,

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Table of Contents if we are unable to make these capital expenditures, or if our competitors are able to invest in their businesses to a greater degree and/or faster than we are, our competitive position will be adversely impacted.

We also face competition from other cable television and internet service providers. Certain competitors of the cable television and internet business have well-established name recognition, larger customer bases, and significant financial, technical and marketing resources. This may allow them to devote significant resources to the development and promotion of their business. These competitors may also engage in more extensive research and development, adopt more aggressive pricing policies and make more attractive offers to advertisers. Competitors may develop products and services that are equal or superior to our offers or that achieve greater market acceptance. As a result, competition may have a material adverse effect on our operations.

Moreover, the products and services that we offer may fail to generate revenues or attract and retain customers. If our competitors present similar or better responsiveness, functionality, services, speed, plans or features, our customer base and our revenues may be materially affected.

Competitiveness is and will continue to be affected by the business strategies and alliances deployed by our competitors. We may face additional pressure on the prices that we charge for our services or experience a loss of market share in the services we provide. In addition, the general business and economic climate in Argentina may affect us and our competitors differently; thus, our ability to compete in the market could be adversely affected.

Given the range of regulatory, business and economic uncertainties we face, it is difficult to predict with precision and accuracy our future market share in relevant geographic areas and customer segments, or to anticipate a decrease in demand for the products and services we offer that could result in a reduction of our revenues and market share, or the speed with which such change in our market share or prevailing prices for services may occur or the effects of competition. Those effects could be material and adverse to our overall financial condition, results of operations and cash flows.

Technological advances and replacement of our equipment may require us to make significant expenditures to maintain and improve the competitiveness of the services we offer.

Our industry is subject to significant changes in technology and the introduction of new products and services. We cannot predict the effect of technological changes on our business. New services and technological advances related to the telecommunications, cable television, internet, digital solutions and Fintech Services industries are likely to offer additional opportunities to compete against us on the basis of cost, quality or functionality. It may not be practicable or cost-effective for us to replace or upgrade our installed technologies in response to our competitors’ actions. Responding to such change may require us to devote substantial capital to the development, procurement or implementation of new technologies, and may depend on the final cost in local currency of imported technology and our ability to obtain additional financing. No assurance can be given that we will have the funds to make the capital expenditures to improve our systems, compete with others in the market or replace equipment used in connection with our businesses.

Moreover, internet, cable television and mobile telephony services are characterized by rapidly changing technology, evolving industry standards, changes in customer preferences and the frequent introduction of new services and products. To remain competitive, we must invest in network, constantly upgrade our access technology and software for the internet service market, improve the commercial offers and the user experience and continue to enhance our mobile networks by expanding our network. There can be no guarantees that our attempts to innovate and diversify our business will be successful. Future technological developments may result in decreased customer demand for certain of our services or even render them obsolete. In addition, as new technologies develop, equipment may need to be replaced or upgraded or network facilities (in particular, mobile and internet network facilities) may need to be rebuilt in whole or in part, at substantial cost, to remain competitive. These enhancements and the implementation of new technologies will continue requiring increased capital expenditures.

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The intellectual property used by us, our suppliers or service providers may infringe on intellectual property rights owned by others.

Some of our products and services use intellectual property that we own or license from others. We also provide content we receive from content producers and distributors, such as video games, video, including TV programs and movies, and we outsource services to service providers, including billing and customer care functions, which incorporate or utilize intellectual property. We and some of our suppliers, content distributors and service providers may receive in the future, assertions and claims from third parties that the content, products or software utilized by us or our suppliers, content producers and distributors and service providers infringe on the patents or other intellectual property rights of these third parties. These claims could require us or an infringing supplier, content distributor or service provider to cease engaging in certain activities, including selling, offering and providing the relevant products and services. Such claims and assertions also could subject us to costly litigation and significant liabilities for damages or royalty payments or require us to cease certain activities or prevent us from selling certain products or services.

The media industry is a dynamic and evolving industry, and if it does not develop and expand as we currently expect, our results and operations relating to our cable television and internet businesses may suffer.

We expect to derive an increasing amount of revenues from our activities in the cable television and internet industries, but we may not do so if these non-traditional media operations do not develop and expand as we currently expect. The role of cable television in Argentina became increasingly important in the past. More recently, non-traditional technologies, including OTT services (which are services provided by a telecommunications provider through IP networks not necessarily owned by the provider, including communications, content and cloud-based offerings), such as technologies used by Netflix or other IP operators, have come to play a larger role in the Argentine telecommunications industry. These companies take advantage of the deregulation of the sector to provide their services through third-party networks without paying any fee or right to use it. These technology and new services areas are in the early stages of development, and growth may be inhibited for a number of reasons, including:

●	the cost of connectivity;
●	concerns about security, reliability, and privacy;
---	---
●	unexpected changes in the regulatory framework;
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●	the appearance of technological innovations;
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●	the ease of use; and
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●	the quality of service.
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Our business, financial condition and results of operations will be materially and adversely affected if these markets do not continue to grow or grow more slowly than we anticipate.

In addition, unlike the Argentine cable television industry, which has traditionally been dominated by companies located in Argentina, competitors in the other services we provide may be based outside of Argentina and enjoy certain competitive advantages such as scale and access to financial resources on terms that are better than those available to us.

Our revenues may be adversely affected by an increase in churn rates, with respect to mobile telephony, cable television and internet services, or reductions in fixed telephony lines in service, with respect to fixed telephony services.

Our revenues depend significantly on our ability to retain customers by limiting churn rates, with respect to mobile telephony, cable television and internet services, or net reductions in fixed telephony lines in service, with respect to fixed telephony services. Any substantial increase in churn rates, with respect to mobile telephony, cable television and internet services, or reductions in lines in service, with respect to fixed telephony services, may have a material adverse effect on our revenues and results of operations. For further information about churn rates see “Item 4—Information on the Company—Management of Churn” and “Item 5—Operating and Financial Review and Prospects—Consolidated Results of Operations—(A.1) 2024 Compared to 2023”.

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Actual or perceived health risks or other problems relating to mobile handsets or transmission masts could lead to litigation or decreased mobile communications usage.

The effects of, and any damage caused by, exposure to an electromagnetic field were and are the subject of careful evaluations by the international scientific community, but until now there is no scientific evidence of harmful effects on health. We cannot rule out that exposure to electromagnetic fields or other emissions originating from wireless handsets will not be identified as a health risk in the future.

Telecom complies with the international security standards established by the World Health Organization and Argentine regulations -which are similar and mandatory for all Argentine mobile operators. Our mobile business may be harmed as a result of any future alleged health risk. For example, the perception of these health risks could result in a lower number of customers, reduced usage per customer or potential consumer liability, all of which could have a material adverse effect on our financial condition and results of operations.

Our operations and financial condition could be affected by future union negotiations, Argentine labor regulations and governmental measures requiring private companies to increase salaries or otherwise provide workers with additional benefits.

In Argentina, labor organizations have substantial support and considerable political influence. In recent years, the demands of our labor organizations have increased, mainly as a result of the increase in the cost of living, which was affected by increased inflation, higher tax pressure over salaries and the consequent decline in the population’s purchasing power.

In addition, in the absence of a union agreement concerning convergent services, if we are unable to reach an agreement with the unions on work conditions, or in case of a lack of recognition among union associations, we may be adversely affected by individual labor claims, class actions, higher union contributions expenses, impacts to our operations, impairment of services due to inefficient processes, union conflicts, direct action measures and social impacts which may also affect the quality and continuity of our services to our customers and our reputation.

Certain labor and telecommunication unions have initiated claims against the Company alleging non-compliance of certain conditions provided for in the collective bargaining agreements that could allow them to negotiate the inclusion of some suppliers’ employees in their collective bargaining agreements. See Note 19 to our Consolidated Financial Statements. If labor organization claims continue or are sustained, this could result in increased costs, greater conflict in the negotiation process and strikes (including general strikes and strikes by the Company’s employees and the contractors and subcontractors’ employees) that may adversely affect our operations. See “Item 6—Directors, Senior Management and Employees—Employees and Labor Relations”.

Moreover, the Argentine government has enacted laws and regulations requiring private sector companies to maintain certain salary levels and provide their employees with additional benefits. For example, on December 13, 2019, the Argentine government declared a labor emergency for a 180-day term. In this context, the Argentine government doubled the amount of the statutory severance payments payable to employees hired before December 13, 2019, and dismissed between December 13, 2019, and June 13, 2020. The layoff prohibition was extended pursuant to Decree No. 528/20 and Decree No. 961/20. Decree No. 39/21, in effect until April 27, 2021, extended the prohibition of dismissals without just cause or based on lack or reduction of work and force majeure, as well as the prohibitions to suspensions for economic reasons, except for suspensions made under the terms of Section 223 bis of the Labor Contract Law (regarding agreements between employers and employees later approved by the Ministry of Labor, made either individually or collectively with the purpose of suspending employment for lack or reduction of work due to no fault from the employer), which were not affected by the prohibition.

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Table of Contents Moreover, in September 2022, the National Labor Court of Appeals (Cámara Nacional de Apelaciones del Trabajo) in Buenos Aires issued Resolution No. 2,764, which modifies the way labor credits are claimed before the National Labor Court for the Federal Capital (Justicia Nacional del Trabajo de la Capital Federal). As a result of this resolution, interest should be accrued on an annual basis for a given labor credit claim as of the date such claim is filed and until the claim is effectively cancelled (with some variants whether it is in first or second instance courts and - even - between the different courts of law). In many cases, formulas are used to limit the aforementioned interest calculation. On February 29, 2024, the Supreme Court of Argentina in re “OLIVA, FABIO OMAR vs. COMA S.A. on/ DISMISSAL” decided that the calculation of compound interest in this case resulted in unjust enrichment and emphasized that the Civil and Commercial Code of Argentina does not authorize the calculation of compound interest.

Chapter 4 of the Decree of Necessity and Urgency No. 70/2023 substantially amends certain labor laws. Mainly, it eases the conditions for hiring and registering personnel, limits the fines and interest rates that can be claimed in court, and declares telecommunications services, as well as sanitary, production, transportation, distribution, and commercialization services related to water, gas, and electricity supply, aviation services, customs and migration services, and childcare and education services, as essential services. In addition, it declared that services such as radio and television, as well as financial services, among others, shall be deemed of paramount importance. The General Confederation of Labor (CGT), along with other trade unions, requested that these provisions in Chapter 4 be declared unconstitutional, and obtained an injunction that ordered the suspension of its application. On January 30, 2024, the National Court of Appeals on Labor Matters issued a ruling declaring the unconstitutionality of these provisions. As of date of this Annual Report, the Supreme Court of Argentina has not yet issued a final ruling.

While the Ley de Bases is intended to increase legal certainty for Argentine employers, we can provide no assurances that such a result will be achieved or that the law will not change again in the future. For more information on the Ley de Bases, see “—Economic and political developments in Argentina, and future policies of the Argentine government may affect the economy as well as the operations of the telecommunications industry, including Telecom Argentina.”

We are or may be involved in legal and regulatory proceedings that could result in unfavorable decisions and financial penalties for us.

We are party to a number of legal and regulatory proceedings, some of which have been pending for several years. We cannot be certain that these claims will be resolved in our favor. Responding to the demands of litigation claims and responding to, or initiating proceedings against, regulatory bodies may divert management’s time attention and financial resources.

Further, customers and consumers’ trade unions have in the past initiated different claims against us regarding alleged improperly billed charges. Although we have taken certain actions to reduce risks in connection with these claims, we cannot assure that new claims will not be filed against us in the future.

The Company has been subject to technical sanctions from regulatory bodies, mainly related to the delay in repairing defective lines, installing new lines and/or service failures. Although sanctions are appealed in the administrative stage, if the appeals are not resolved in our favor in administrative or judicial stage or if they are resolved for amounts larger than those recorded, these proceedings could have an adverse effect on our financial condition, results of our operations and cash flows.

We may also be involved in proceedings related to other authorities that have jurisdiction over different aspects of our operations, including, but not limited to, antitrust authorities, the CNV, the public registry of commerce and tax authorities.

As of December 31, 2024, we recorded provisions that we estimate are sufficient to cover contingencies considered probable. However, we may face increased risk of employment, commercial, regulatory, tax, consumer trade union and customers’ proceedings, among others. If this occurs, we cannot guarantee that those proceedings will not have an adverse effect on our results of operations and financial condition. See Note 19 to our Consolidated Financial Statements.

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A cyberattack could adversely affect our business, financial condition, results of operations and cash flow.

Information about security risks has increased in recent years as a result of the proliferation of new and more sophisticated technologies and also due to cyberattack activities. As part of our ongoing development and initiatives, more equipment and systems have been connected to the internet. We also rely on digital technology including information systems to process financial and operational information. Due to the nature of our business and the greater accessibility allowed through the internet connection, we could face an increased risk of cyberattacks. In the event of a cyberattack, we could experience an interruption of our commercial operations, material damage and loss of information; a substantial loss of income, suffering response costs and other economic losses; and it could subject us to more regulation and litigation, affecting our reputation. As a result, a cyberattack could adversely affect our business, results of operations and financial condition and cash flow.

In addition, during 2024, we have continued with a hybrid work mode for our employees. This working methodology and the exponential growth of the digital collection channels requires the implementation of several measures in order to grant security in both virtual and on premises operations, which were all implemented successfully. Although Telecom has adopted all required measures to ensure the proper functioning of its operating systems, as well as to ensure our customers’ information, no assurance can be given that we will not be subject to any cyberattacks that could adversely affect our business, result of operations, financial condition and cash flow.

As of the date of this Annual Report, our insurance policy does not cover damages caused by cyberattacks and other similar events. For more information about Cybersecurity Risk Management, Strategy and Governance, see “Item 16K - Cybersecurity.”

Furthermore, our Fintech Services involve the collection, storage, processing and transmission of customers’ personal data, including financial information. Due to the digital nature of our payment services, third parties may engage in abusive schemes or fraud attacks that are often difficult to detect and may reach a scale that would not otherwise be possible in physical transactions. Fraud schemes and misuse of our payment services could expose us to significant costs and liabilities, require us to change our business practices, result in a loss of customer confidence in, or reduced use of, our products and services, damage our reputation and brands, and divert management’s attention from operating our business.

Additionally, as a result of the adoption of new technologies such as Gen AI, the Company could be subject to threats that are increasingly difficult to detect and prevent, considering the development of new attack vectors as well as the improvement of existing ones. The adoption of AI could increase the threat of undetectable attack vectors, which may expose us to cybersecurity vulnerabilities and, in turn, affect our business. For more information regarding risks related to AI, see “—Artificial intelligence presents material risks that may result in reputational harm, competitive harm or legal liability and, in turn, adversely affect our business.”

Artificial intelligence presents material risks that may result in reputational harm, competitive harm or legal liability and, in turn, adversely affect our business.

We currently incorporate AI technology in our business operations. For further information regarding our use of AI, see “Item 4—Marketing and Customer Care—Sales and Marketing” and see “Item 4—Information Technology Strategy—Gen AI.” As with many new and emerging technologies, the adoption of AI presents material risks that may result in reputational harm, competitive harm or legal liability.

Our use of AI tools for customer interactions and operational processes may result in unintended adverse consequences due to AI’s inherent complexity of its design and algorithms. Analyses generated by AI may create flawed or inaccurate responses in customer service, or misinterpretation of sentiment data, or base responses on inappropriate biases, all of which could negatively impact customer trust and satisfaction, harming our brand reputation or competitive position.

Any failure to manage or mitigate these risks could result in reputational harm, competitive harm or legal liability and, in turn, materially impact our operations and financial condition.

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The impacts of climate change could pose risks of damage to our infrastructure and cause disruptions in our operations, which may affect our financial results.

Extreme weather phenomena caused by climate change may damage our infrastructure, disrupt our ability to build and maintain parts of our network, affect our suppliers in providing the necessary products and services to ensure the quality and coverage of our network, or require us to incur significant costs to enhance the climate resilience of our infrastructure. Any of these situations could delay our network deployment plans, disrupt service to our customers, increase our costs, and negatively impact our operational results. While we do not currently consider the potential losses or costs associated with the physical effects of climate change to be material, accurately and precisely forecasting future impacts remains challenging due to the dynamic nature of climate change and its effects on the environment and we can provide no assurances that such losses or costs will not become material in the future.

Stakeholders’ evolving expectations regarding our ESG practices may impose additional costs or expose us to new risks.

Customers, regulators, investors, and other stakeholders are increasingly focused on the ESG practices of companies across all sectors. Concerns about these issues may lead to new or heightened legal and/or regulatory requirements.

The market demonstrates significant interest in the constantly evolving ESG trends. Our business reputation could be damaged if we fail to adapt or to meet these changing expectations, or if it is perceived that we have not adequately responded to the growing concern for ESG issues, regardless of whether there is a legal requirement to do so.

Operational risks could adversely affect our reputation and our profitability.

Telecom faces significant digital security risks and challenges, operating in an environment attractive to cybercriminals, due to the high volume of data and transactions. This necessitates robust prevention, detection, and control measures to mitigate the risks of internal and external fraud, including the loss or misuse of confidential information.

Telecom also prioritizes physical security across all Company sites, as well as of its employees. To this end, we are tasked with implementing measures to protect employee health and safety, including preventing illnesses, accidents and other life-threatening hazards.

Additionally, our infrastructure is geographically dispersed throughout Argentina, therefore, exposed to various risks, including vandalism, extreme weather events (e.g., high temperatures, heatwaves and storms) and other physical threats. These risks can result in physical injuries, property damage, service interruptions, and reputational harm. While we are actively upgrading our systems, there may be delays or unforeseen issues during shutdowns and system stabilization potentially impacting operational capacity.

In addition to managing legal, regulatory, compliance, competition, process, labor, and economic-financial risks, we recognize and address social risks related to operating in a diverse and inclusive environment, considering factors such as gender, age, and disability.

Telecom’s suppliers are contractually obligated to comply with all applicable laws and regulations, including those related to tax, labor, social security, anti-corruption, money laundering, health and safety, and environmental standards. They are also required to adhere to Telecom’s Code of Ethics and Conduct for Third Parties and ensure their employees and subcontractors do the same. Despite our efforts to monitor supplier compliance, we cannot guarantee that all regulations will be fully adhered to, which could expose Telecom to labor and commercial contingencies.

Telecom has risk management practices at the highest levels including a Risk Management Committee designed to detect, manage and monitor the evolution of risks. However, the Company can give no assurances that these measures will be successful in effectively mitigating the operational risks we face, and such failures could have a material adverse effect on its results of operations and could damage our reputation.

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Any failure by a strategic supplier to comply with its legal and contractual obligations could adversely affect our operations and any action or restriction by a foreign government against a strategic supplier could adversely affect our reputation.

We rely on strategic suppliers of equipment and materials to provide us with equipment and materials that we need in order to expand and to operate our business. As a result, we are exposed to risks associated with these suppliers, including restrictions of production capacity for equipment and materials, availability of equipment and materials, delays in delivery of equipment, materials or services, and price increases. If these suppliers fail to provide equipment, materials or services to us on a timely basis or otherwise in compliance with the terms of our contracts with these suppliers, we could experience disruptions or declines in the quality of our services, which could have an adverse effect on our revenues and results of operations.

Telecom’s suppliers of goods and services are contractually obliged to comply with applicable laws and regulations (including tax, labor, social security, anti-corruption, money laundering standards, etc.). Despite these legal safeguards, as well as monitoring efforts by Telecom, we cannot ensure that our suppliers will comply with all applicable standards. As a result, our financial condition and reputation could be adversely affected.

In particular, trade tensions between the United States and major trading partners, including particularly with China, continue to escalate following the introduction of a series of tariff measures by the United States and/or its trading partners. The U.S. Government is likewise urging other countries to avoid the operations of Chinese companies in their territory, citing concerns regarding potential use of the equipment for espionage. The U.S. Congress and certain regulatory agencies have raised concerns about American companies purchasing equipment and software from Chinese telecommunications companies, including concerns relating to alleged violations of intellectual property rights and potential national security risks. For example, on May 16, 2019, the U.S. government placed Huawei Technologies Co. Ltd (“Huawei”), one of our strategic suppliers, and its affiliates on the entity list, which effectively banned U.S. companies from selling to the Chinese telecoms company without U.S. government’s approval. During 2024, the U.S. government imposed additional export restrictions against Huawei, effecting several export license applications that allowed them selling semiconductor in the United States. We cannot predict whether additional restrictions targeting Huawei or other Chinese technology suppliers, including restrictions that would prevent us from acquiring supplies from Huawei or other Chinese technology suppliers in the future, will be adopted or predict the impact that such restrictions may have on our operations.

Restrictive covenants in Telecom’s outstanding indebtedness may restrict its ability to pursue its business strategies.

Telecom has outstanding borrowings that contain several restrictive covenants that impose significant operating and financial restrictions on it and may limit Telecom’s ability to engage in acts that may be in its long-term best interests. These agreements governing its indebtedness include covenants restricting, among other things, Telecom’s ability to:

●	incur or guarantee additional debt;
●	enter into sale and leaseback transactions;
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●	create liens on its assets to secure debt; and
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●	merge or consolidate with another person or sell or otherwise dispose of all or substantially all of its assets.
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A breach of any covenant contained in the indentures governing Telecom’s notes or the agreements governing any of its other indebtedness could result in a default under those agreements. If any such default occurs, the holders of such indebtedness may elect (after the expiration of any applicable notice or grace periods) to declare all outstanding amounts, together with accrued and unpaid interest and other amounts payable thereunder, to be immediately due and payable. If any of Telecom’s debt, including its notes, were to be accelerated, its assets may not be sufficient to repay in full that debt or any other debt that may become due as a result of that acceleration.

For more information about compliance with covenants see “Item 5—Operating and Financial Review and Prospects—Liquidity and Capital Resources—Liquidity—Compliance with Covenants”.

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We may be adversely affected by fluctuations in interest rates.

We are exposed to the fluctuations of interest rates applicable to our indebtedness indexed to variable interest rates. See Note 26 to our Consolidated Financial Statements. We may also incur additional variable-rate debt in the future. Increases in interest rates on variable-rate debt would increase the Company’s interest expense, which would negatively affect our financial costs and cash flows.

We may be unable to refinance our outstanding indebtedness, or the refinancing terms may be materially less favorable than their current terms, which would have a material adverse effect on our business, financial condition, results of operations and cash flow.

As of December 31, 2024, our total indebtedness, including accrued interest, was P$2,878,004 million, which represents a 37.9% decrease compared to our total indebtedness, including accrued interest, as of December 31, 2023. 71.3% of our debt is scheduled to mature in the next three years, including 37.3% scheduled to mature in 2025. For more information, see “Item 5—Operating and Financial Review and Prospects—Liquidity and Capital Resources —Borrowings Developments during 2024”.

There is no assurance that we will be able to extend the maturity or otherwise refinance our outstanding indebtedness, or that we may be required to agree to refinancing terms that may be materially less favorable than the terms of our current loans and notes. Any amendment to or refinancing of our indebtedness could result in higher interest rates and may require us to comply with more burdensome restrictive covenants, which may have a material adverse effect on our business, ability to meet our payment obligations, financial condition, and results of operations.

If we are unable to refinance our debt in favorable terms, we may be forced to reduce or delay capital expenditures or research and development expenditures, seek additional equity capital, restructure our debt, curtail or eliminate our cash dividend to stockholders, or sell assets. Non-payment of our obligations or any other default under any of our debt instruments could, in turn, result in a default and acceleration of our other outstanding debt obligations, which would have a further material adverse effect on our business, ability to meet our payment obligations, financial condition, and results of operations. See “—Risks Relating to Argentina—Devaluation of the Argentine Peso and foreign exchange restrictions may adversely affect our results of operations, our capital expenditures and our ability to service our liabilities and pay dividends” and Notes 13 and 26 to our Consolidated Financial Statements.

We may not obtain the benefits we expect from the acquisition of Telefónica Móviles in the anticipated timeframe.

We have devoted significant resources toward the acquisition of Telefónica Móviles, and we cannot assure that we will obtain the benefits we expect. Our failure to obtain these benefits may have an adverse effect on our financial condition and results of operations.

The expected synergies and benefits from the transaction may not materialize as anticipated, or may take longer to achieve, due to difficulties in merging business operations and integrating technology platforms.

Additionally, the financial burden of the acquisition, including the US$1.170 billion in debt financing, may impact our ability to make other strategic investments, increase our leverage, or affect our financial flexibility. If we fail to integrate the acquired business effectively, we may not achieve the expected cost savings, revenue growth, or competitive advantages, which could have a material adverse effect on our financial condition and results of operations.

For more information on our financial position, see “Item 5—Operating and Financial Review and Prospects—Liquidity and Capital Resources—Liquidity.”

For more information on the recent acquisition of Telefónica Móviles, see “Item 4—Information on the Company—Recent Developments—Acquisition of Telefónica Móviles.”

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Table of Contents Risks Relating to Telecom Argentina’s Shares and ADSs

The New York Stock Exchange (“NYSE”) and/or the Buenos Aires Stock Exchange (by delegated authority of BYMA) may suspend trading and/or delist Telecom’s ADSs and Class B common shares, respectively, upon occurrence of certain events relating to Telecom’s financial situation.

The NYSE and/or the BYMA may suspend and/or cancel the listing of Telecom’s ADSs and Class B common shares, respectively, in certain circumstances, including upon the occurrence of certain events relating to Telecom’s financial situation. For example, the NYSE may decide such suspension or cancellation if Telecom’s equity becomes negative.

The NYSE may in its sole discretion determine on an individual basis the suitability for continued listing of an issuer in the light of all pertinent facts. Some of the factors mentioned in the NYSE Listed Company Manual, which may subject a company to suspension and delisting procedures, include: “unsatisfactory financial conditions and/or operating results,” “inability to meet current debt obligations or to adequately finance operations,” and “any other event or condition which may exist or occur that makes further dealings or listing of the securities on the NYSE inadvisable or unwarranted in the opinion of NYSE”.

We cannot assure you that the NYSE and/or BYMA will not commence any suspension or delisting procedures in light of Telecom’s financial situation, including if Telecom’s equity becomes negative. A delisting or suspension of trading of Telecom’s ADSs or Class B common shares by the NYSE and/or BYMA, respectively, could adversely affect Telecom’s results of operations and financial conditions and cause the market value of Telecom’s ADSs and Class B common shares to decline.

Under Argentine corporate law, shareholder rights may be fewer or less well defined than in other jurisdictions.

Our corporate affairs are governed by our bylaws and by Argentine corporate law, which differ from the corporate regulatory framework that would apply if we were incorporated in a jurisdiction in the United States (such as Delaware or New York), or in other jurisdictions outside Argentina. Thus, your rights under Argentine corporate law to protect shareholders’ interests relating to actions by our Board of Directors may be fewer and less well defined than under the laws of those other jurisdictions. Although insider trading and price manipulation are illegal under Argentine law, the Argentine securities markets may not be as highly regulated or supervised as the U.S. securities markets or markets in some of the other jurisdictions. In addition, rules and policies against self-dealing and regarding the preservation of shareholder interests may be less well defined and enforced in Argentina than in the United States, or other jurisdictions outside Argentina, putting holders of our Shares and ADSs at a potential disadvantage.

Changes in Argentine tax laws may adversely affect the tax treatment of our Class B Shares and/or the ADSs.

In 2013, 2017 and 2018, the Argentine legislature modified the Argentine income tax law in a way that impacted the income tax treatment of income derived from the sale, exchange or other disposition of shares and other equity interest (including ADSs), bonds and other securities of Argentine companies. Some of these modifications lead to potentially varying treatment depending on factors such as whether the transaction involved an Argentine non-resident and the source of income. For more information see “Item 10 Additional Information – Taxation”.

Consequently, holders of our Class B Shares, including in the form of ADSs, are encouraged to consult their tax advisors as to the particular Argentine income tax consequences of owning our Class B Shares or the ADSs. There can be no assurances regarding the impact of any future modifications to Argentine income tax law on the tax treatment of our Class B Shares and/or the ADSs.

Our shareholders may be subject to liability under Argentine law for certain votes of their securities.

Under Argentine law, a shareholder’s liability for losses of a company is limited to the value of his or her shareholdings in the company. However, shareholders who have a conflict of interest with us and who do not abstain from voting at the respective shareholders’ meeting may be liable for damages to us, but only if the transaction would not have been approved without such shareholders’ votes. Furthermore, shareholders who willfully or negligently vote in favor of a resolution that is subsequently declared void by a court as contrary to the law or our bylaws may be held jointly and severally liable for damages to us or to other third parties, including other shareholders.

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The price of our Class B Shares and the ADSs may fluctuate substantially, and your investment may decline in value.

The trading price of our Class B Shares is likely to be highly volatile and may be subject to wide fluctuations in response to factors, many of which are beyond our control. The market price of our ADSs increased by approximately 79% in 2024, increased by approximately 39% in 2023 and increased by approximately 7% in 2022.

The stock markets in general have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the companies involved. We cannot assure you that trading prices and valuations will be sustained. These broad market and industry factors may materially adversely affect the market price of our Class B Shares and the ADSs, regardless of our operating performance. Market fluctuations, as well as general political and economic conditions in the markets in which we operate, such as recession or currency exchange rate fluctuations, may also adversely affect the market price of our Class B Shares and the ADSs, also affecting our estimates of recoverability of our long live assets. In particular, currency fluctuations could impact the value of an investment in Telecom Argentina. Although Telecom Argentina’s ADSs listed on the NYSE are U.S. dollar-denominated securities, they do not eliminate the currency risk associated with an investment in an Argentine company.

Future sales of substantial amounts of Telecom Argentina Class B Shares and ADSs, or the perception that such future sales may occur, may depress the price of Telecom Argentina Class B Shares and ADSs.

Following periods of volatility in the market price of a company’s securities, that company may often be subject to securities class-action litigation. This kind of litigation may result in substantial costs and a diversion of management’s attention and resources, which would have a material adverse effect on our business, results of operations and financial condition.

Restrictions on transfers of foreign exchange and the repatriation of capital from Argentina may impair your ability to receive dividends and distributions on, and the proceeds of any sale of the Class B Shares underlying the ADSs.

On September 1, 2019, the Argentine government issued Executive Decree No. 609/19 (as amended) which, inter alia, reinstated certain foreign currency exchange restrictions, most of which had been progressively repealed as from 2015. Decree No. 609/19 was further regulated, amended and complemented by several regulations issued by the BCRA (included, but not limited to, Communication “A” 6844, as further amended, supplemented and restated). Since then, the Argentine government implemented monetary and foreign exchange control measures that included restrictions on the transfer of funds abroad, including dividends, without prior approval by the BCRA or fulfillment of certain requirements.

In line with the restrictions that were in place in the past, the BCRA issued new regulations setting forth certain limitations on the flow of foreign currency into and from the Argentine foreign exchange market, aimed both at generating economic stability and supporting the country’s economic recovery.

On April 30, 2020, the BCRA issued Communication “A” 7001 (as amended by Communication “A” 7030 and Communication “A” 7042 and as further amended and supplemented from time to time) setting forth certain limitations on the transfer of securities into and from Argentina. Pursuant to Communication “A” 7001 access to the Argentine foreign exchange market for the purchase or transfer of foreign currency abroad (for any purpose) shall be subject to BCRA’s prior approval, if the individual or entity seeking access to the Argentine foreign exchange market has sold securities which settled in foreign currency or transferred any such securities to foreign depositaries during the immediately preceding 90 calendar days. Further, Communication “A” 7001 sets forth that the individual or entity must undertake not to perform any such sale or transfer during the succeeding 90 days after such access. In these cases, the Depositary for the ADSs may hold ADS holders’ Argentine Pesos and may cannot convert them into foreign currency.

In addition, Communication “A” 7106 placed certain restrictions on foreign exchange transactions carried out by individuals, specifically with regards to payments with credit cards in foreign currency or with debit cards made abroad. Under Communication “A” 7106, it was also established that non-residents are not allowed to sell securities executed abroad in the local stock market in exchange for foreign currency.

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Table of Contents We cannot predict how the current restrictions on foreign transfers of funds may change after the date hereof and whether they may limit our ability to fulfill our commitments in general and, in particular, our obligations underlying the ADSs. In addition, any future adoption by the Argentine government of restrictions to the movement of capital out of Argentina may affect the ability of our foreign shareholders and holders of ADSs to obtain the full value of their Class B Shares and ADSs and may adversely affect the market value of the ADSs.

Trading of Telecom Argentina’s Class B Shares in the Argentine securities markets is limited and could experience further illiquidity and price volatility.

Argentine securities markets are substantially smaller, less liquid and more volatile than major securities markets in the U.S. In addition, Argentine securities markets may be materially affected by developments in other emerging markets, particularly other countries in Latin America. Our Class B Shares underlying ADSs are less actively traded than securities in more developed countries and, consequently, an ADS holder may have a limited ability to sell the Class B Shares underlying ADSs upon withdrawal from the ADSs facility in the amount and at the price and time that it may desire. This limited trading market may also increase the price volatility of the Class B Shares underlying the ADSs.

Holders of ADSs may be adversely affected by currency devaluations and foreign exchange fluctuations.

If the Peso exchange rate falls relative to the U.S. dollar, the value of the ADSs and any distributions made thereon from the depositary could be adversely affected. Cash distributions made in respect of the ADSs may be received by the depositary (represented by the custodian bank in Argentina) in Pesos, which will be converted into U.S. dollars and distributed by the depositary to the holders of the American Depositary Receipts (“ADRs”) evidencing those ADSs if in the judgment of the depositary such amounts may be converted on a reasonable basis into U.S. dollars and transferred to the United States on a reasonable basis, subject to such distribution being impermissible or impracticable with respect to certain ADR holders. In addition, the depositary will incur foreign currency conversion costs (to be borne by the holders of the ADRs) in connection with the foreign currency conversion and subsequent distribution of dividends or other payments with respect to the ADSs.

The relative volatility and illiquidity of the Argentine securities markets may substantially limit your ability to sell the Class B Shares underlying the ADSs on the BYMA at the price and time desired by the shareholder.

Investing in securities that trade in emerging markets, such as Argentina, often involves greater risk than investing in securities of issuers in the United States, and such investments are generally considered to be more speculative in nature. The Argentine securities market is substantially smaller, less liquid, more concentrated and can be more volatile than major securities markets in the United States and is not as highly regulated or supervised as some of these other markets. There is also significantly greater concentration in the Argentine securities market than in major securities markets in the United States. The ten largest companies in terms of market capitalization represented approximately 64% of the aggregate market capitalization of the BYMA as of December 31, 2024. Accordingly, although shareholders are entitled to withdraw the Class B Shares underlying the ADSs from the depositary at any time, the ability to sell such shares on the BYMA at a price and time shareholders might want may be substantially limited.

We are traded on more than one market and this may result in price variations; in addition, investors may not be able to easily move shares for trading between such markets.

Trading in the Class B Shares underlying ADSs or ADSs in the United States and Argentina, respectively, will use different currencies (U.S. dollars on the NYSE and Pesos on the BYMA), and take place at different times (resulting from different trading platforms, different time zones, different trading days and different public holidays in the United States and Argentina). The trading prices of the Class B Shares underlying ADSs on these two markets may differ due to these and other factors. Any decrease in the price of the Class B Shares underlying ADSs on the BYMA could cause a decrease in the trading price of the ADSs on the NYSE. Investors could seek to sell or buy the Class B Shares underlying ADSs to take advantage of any price differences between the markets through a practice referred to as “arbitrage”. Any arbitrage activity could create unexpected volatility in both our share prices on one exchange, and the ADSs available for trading on the other exchange. In addition, holders of ADSs will not be immediately able to surrender their ADSs and withdraw the underlying Class B Shares for trading on the other market without effecting necessary procedures with the depositary. This could result in time delays and additional costs for holders of ADSs.

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As a foreign private issuer, we will not be subject to U.S. proxy rules and will be exempt from filing certain reports under the Securities Exchange Act of 1934.

As a foreign private issuer, we are exempt from the rules and regulations under the Exchange Act of 1934 (the “Exchange Act”) related to the furnishing and content of proxy statements, and our officers, directors, and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file annual and current reports and financial statements with the SEC as frequently or as promptly as domestic companies whose securities are registered under the Exchange Act, and we are generally exempt from filing quarterly reports with the SEC under the Exchange Act.

In addition, if a majority of our directors or executive officers are U.S. citizens or residents, we will lose our foreign private issuer status and we will fail to meet additional requirements necessary to avoid such loss. Although we have elected to comply with certain U.S. regulatory provisions, our loss of foreign private issuer status would make such provisions mandatory for us. The regulatory and compliance costs to us under U.S. securities laws as a U.S. domestic issuer may be significantly higher for us. 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 available to a foreign private issuer. We will have to present our financial statements under US GAAP and may also be required to modify certain of our policies to comply with corporate governance practices applicable to 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.

If we do not file or maintain a registration statement and no exemption from the Securities Act registration is available, U.S. holders of ADSs may be unable to exercise preemptive rights granted to our holders of Class B Shares underlying ADSs.

Under the GCL, if we issue new shares as part of a capital increase, our shareholders may have the right to maintain their existing ownership percentage in the Company through the subscription of a proportional number of shares of the same class in case the capital increase is made in shares of all four of our classes of shares in their respective proportions, or through the subscription of a proportional number of the shares of the class being issued if the relative proportion among the four classes is not respected. Rights to subscribe for shares in these circumstances are known as preemptive rights. In addition, shareholders are entitled to the right to subscribe for the unsubscribed shares remaining at the end of a preemptive rights offering on a pro rata basis, known as accretion rights.

According to our Bylaws, in the case of a capital increase through the issuance of all four of our classes of common stock (Class A Shares, Class B Shares, Class C Shares and Class D Shares), accretion rights of the holders of each class shall be limited to the shares of the same class for which there has been no subscription. Also if, after accretion rights have been exercised within the Class B Shares and Class C Shares, there are any unsubscribed shares, such unsubscribed Class B Shares or Class C Shares may be subscribed by the shareholders of the rest of our classes of common stock, with no distinction, in proportion to the shares of common stock for which such shareholder has subscribed on such occasion.

Upon the occurrence of any future increase in our Class B Shares, U.S. persons (as defined in Regulation S under the Securities Act) holding our Class B Shares underlying ADSs or ADSs may be unable to exercise preemptive and accretion rights granted to our holders of Class B Shares underlying ADSs in connection with any future issuance of our Class B Shares underlying ADSs unless a registration statement under the Securities Act is effective with respect to both the preemptive rights and the new Class B Shares underlying ADSs, or an exemption from the registration requirements of the Securities Act is available.

We are not obligated to file or maintain a registration statement relating to any preemptive rights offerings with respect to Telecom Argentina’s Class B Shares underlying ADSs, and we cannot assure that we will file or maintain any such registration statement or that an exemption from registration will be available. Unless those Class B Shares underlying ADSs or ADSs are registered or an exemption from registration applies, a U.S. holder of Telecom Argentina’s Class B Shares underlying ADSs or ADSs may receive only the net proceeds from those preemptive rights and accretion rights if those rights can be assigned by the ADS depositary. If the rights cannot be sold, they will be allowed to lapse. Furthermore, the equity interest of holders of shares or ADSs located in the U.S. may be diluted proportionately upon future capital increases.

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Our status as a foreign private issuer allows us to follow alternate standards to the corporate governance standards of the NYSE, which may limit the protections afforded to investors.

We are a “foreign private issuer” within the meaning of the NYSE corporate governance standards. Under NYSE rules, a foreign private issuer may elect to comply with the practices of its home country and not comply with certain corporate governance requirements applicable to U.S. companies with securities listed on the exchange. We currently follow certain Argentine practices concerning corporate governance and intend to continue to do so. For example, according to Argentine securities law, our audit committee, unlike the audit committee of a U.S. issuer, will only have an “advisory” and/or “supervisory” role, such as assisting our board of directors with the evaluation, the performance and independence of the external auditors and exercising the function of our internal control. Accordingly, holders of our ADSs will not have the same protections afforded to shareholders of U.S. companies that are subject to all of the NYSE corporate governance requirements.

We are organized under the laws of Argentina and holders of the ADSs may find it difficult to enforce civil liability claims against us, our directors, officers and certain experts.

We are organized under the laws of Argentina. A significant portion of our and our subsidiaries’ assets are located outside the U.S. Furthermore, almost all of our directors and officers and some advisors named in this Annual Report reside in Argentina. Investors may not be able to effect service of process within the U.S. upon such persons or to enforce against them or us in U.S. courts judgments predicated upon the civil liability provisions of the federal securities laws of the U.S. Likewise, it may also be difficult for an investor to enforce in U.S. courts judgments obtained against us or these persons in courts located in jurisdictions outside the U.S., including judgments predicated upon the civil liability provisions of the U.S. federal securities laws. It may also be difficult for an investor to bring an original action in an Argentine court predicated upon the civil liability provisions of the U.S. federal securities laws against us or these persons.

In addition, a portion of our assets is not subject to attachment or foreclosure, as they are used for the performance of the public service we provide. In accordance with Argentine law, as interpreted by the Argentine courts, assets which are necessary for the provision for an essential public service may not be attached, whether preliminarily or in aid of execution.

Prior to any enforcement in Argentina, a judgment issued by a U.S. court will be subject to the requirements of 517 through 519 of the Argentine Federal Civil and Commercial Procedure Code if enforcement is sought before federal courts or courts with jurisdiction in commercial matters of the Autonomous City of Buenos Aires. Those requirements are: (1) the judgment, which must be valid and final in the jurisdiction where rendered, was issued by a competent court in accordance with the Argentine principles regarding international jurisdiction and resulted from a personal action, or an in rem action with respect to personal property which was transferred to Argentine territory during or after the prosecution of the foreign action; (2) the defendant against whom enforcement of the judgment is sought was personally served with the summons and, in accordance with due process of law, was given an opportunity to defend against foreign action; (3) the judgment must be valid in the jurisdiction where rendered, and its authenticity must be established in accordance with the requirements of Argentine law; (4) the judgment does not violate the principles of public policy of Argentine law; and (5) the judgment is not contrary to a prior or simultaneous judgment of an Argentine court. Any document in a language other than Spanish, including, without limitation, the foreign judgment and other documents related thereto, requires filing with the relevant court of a duly legalized translation by a sworn public translator into the Spanish language.

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CVH, and through CVH, GC Dominio, have the ability to determine the outcome of any shareholder decision relating to significant matters affecting us.

CVH owns Class D Shares representing 28.16% of Telecom Argentina’s total capital stock. GC Dominio owns 26.44% of the total capital stock of CVH, which represents 64.24% of the voting stock and votes of CVH. FTL owns Class A Shares representing 20.83% of the total capital stock of Telecom Argentina and additionally owns Class B Shares in the form of ADSs representing 9.2% of total stock of Telecom Argentina.

On April 15, 2019, FTL, CVH and VLG Argentina (currently merged and absorbed by CVH) entered into the Voting Trust Agreement (as defined below) pursuant to which FTL and VLG Argentina contributed certain shares to the Voting Trust (as defined below). Except in respect of certain veto matters, the co-trustee appointed by CVH must vote all the shares contributed to the Voting Trust on all matters presented for vote generally to Telecom Argentina stockholders, in the same manner that CVH votes its shares in Telecom Argentina or as instructed by CVH. For more information about the Voting Trust, see “Item 7—Major Shareholders and Related Party Transactions—Major Shareholders—Telecom Shareholders’ Agreement”.

Through its ownership of Telecom Argentina Class D Shares and pursuant to the arrangements resulting from the Telecom Shareholders’ Agreement and the Voting Trust, CVH, as a general matter, has the ability to determine the outcome of any action requiring our shareholders’ approval (except for veto matters). In addition, our bylaws provide Class A and Class D Shares, and the directors appointed by Class A and Class D Shares, with veto powers, with respect to certain matters relating to us. See “Item 7—Major Shareholders and Related Party Transactions—Major Shareholders—Telecom Shareholders’ Agreement”.

We conducted transactions with the shareholders of Nortel and/or Sofora, including FTL and its affiliates in the past, and with CVH and its affiliates as of January 1, 2018. Certain decisions concerning our operations or financial structure may present conflicts between our interests and those of our shareholders.

Nevertheless, all of our related-party transactions are made on an arm’s-length basis. Related-party transactions involving Telecom Argentina that exceed 1% of its shareholders’ equity are subject to a prior approval process established by Law No. 26,831, Telecom’s Bylaws and the Rules of the Executive Committee to verify that the agreement could reasonably be considered in accordance with normal and customary market practice. See “Item 7—Major Shareholders and Related Party Transactions—Related Party Transactions”.

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Table of Contents ITEM 4. **** INFORMATION ON THE COMPANY

INTRODUCTION

The Company

Telecom Argentina was created by Decree No. 60/90 of the PEN dated January 5, 1990, and incorporated as “Sociedad Licenciataria Norte S.A.” on April 23, 1990. In November 1990, its legal name was changed to “Telecom Argentina STET-France Telecom S.A.” and on February 18, 2004, it was changed to “Telecom Argentina S.A.”

Telecom Argentina is organized as a corporation (sociedad anónima) under Argentine law. The duration of Telecom Argentina is 99 years from the date of registration with the IGJ (July 13, 1990). Telecom Argentina conducts business under the commercial name “Telecom”.

On January 1, 2018, the transfer of Cablevisión’s operations to Telecom Argentina took place. As a result, the Merger between Telecom Argentina and Cablevisión became effective, and on that date, Telecom assumed Cablevisión’s then existing operations.

We are one of the largest private-sector companies in Argentina in terms of revenues, net income (loss), capital expenditures and number of employees. In terms of customers, we are one of the largest telecommunications, cable television and data transmission service providers in Argentina and one of the largest cable television services providers across Latin America. Additionally, we are an important Multiple Systems Operator (“MSO”, a company that owns multiple cable systems in different locations under the control and management of a single, common organization) in Argentina in terms of customers. We provide over 33 million customers with high-speed fixed and mobile connectivity, offering a flexible and dynamic digital experience across all devices, complemented by a live and on-demand content platform that integrates series, movies, music, and TV programs.

Our main commercial brands are Telecom, Personal, Personal Pay and Flow. These consolidate an ecosystem of platforms and new businesses, providing a comprehensive and convergent experience for our customers. We offer services combining mobile telephony services, cable television services, internet services and fixed telephony services. We also provide Fintech Services, other telephone-related services, such as international long-distance and wholesale services, data transmission and IT solutions outsourcing and we install, operate and develop cable television and data transmission services. We provide our services in Argentina (mobile, cable television, internet, fixed and data services, among others), Paraguay (mobile, internet, satellite TV services, among others), Uruguay (cable television services, internet and cybersecurity services and products), the United States (fixed wholesale services) and Chile (cybersecurity services and products).

In 2024, our revenues amounted to P$4,137,596 million, our net income amounted to P$1,033,252 million, our Adjusted EBITDA amounted to P$1,164,877 million and we had total assets of P$10,941,752 million. For more information on the use of Adjusted EBITDA and reconciliation of net income to Adjusted EBITDA in “Item 5—Operating and Financial Review and Prospects—(A) Consolidated Results of Operations—Adjusted EBITDA.”

The SEC maintains an internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Telecom Argentina’s telephone number is +54-11-4968-4000, and its principal executive offices are located in Gral. Hornos 690, (C1272ACK) Buenos Aires, Argentina. Our internet address is https://institucional.telecom.com.ar. The contents of our website and other websites referred to herein are not part of this Annual Report.

Our authorized agent in the United States for SEC reporting purposes is Puglisi & Associates, 850 Library Avenue, Suite 204, P.O. Box 885, Newark, Delaware 19711.

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Table of Contents Subsidiaries

As of December 31, 2024, Telecom Argentina’s subsidiaries were Núcleo, PEM, Cable Imagen, Televisión Dirigida and its subsidiaries, Adesol and its subsidiaries, AVC Continente Audiovisual, Inter Radios, Telecom Argentina USA, Personal Smarthome and its subsidiary, Opalker and its subsidiaries, NYSSA, Micro Fintech Holding and its subsidiaries, and TSMA. The Company has no significant subsidiaries.

For further information on our subsidiaries, see Note 1 to our Consolidated Financial Statements and see Exhibit 8.1 to this Annual Report.

New subsidiaries acquired and created during 2024

Acquisition of TSMA

On September 14, 2024, the Company signed a share exchange and transfer agreement with El Hombre Mil S.A. (“EHM”), the controlling company of TSMA and Ver TV S.A. Both companies provide ICT internet Access and cable television services in some cities along the province of Buenos Aires.

As a result of the share exchange and transfer agreement, Telecom Argentina owns 100% of its current subsidiary TSMA (previous direct/indirect shareholding and voting rights were 50.1%), and EHM owns 100% of Ver TV S.A., in which Telecom Argentina held 49%. In addition to the share exchange, the Company received US$5.5 million (US$2.5 million at the signing of the agreement and US$3 million payable in seven semi-annual installments) for the transfer of shares.

Exercise of the call option of Naperville and Saturn

On May 20, 2024, the subsidiary Televisión Dirigida partially exercised the call option to acquire 51% of Naperville (which owns shares representing 76.63% of the share capital and votes of Manda, which in turn is the sole shareholder and owns 100% of the share capital and votes of RISSAU, an operating company whose main activity is the installation and operation of broadcasting services).

In addition, on the same date, Televisión Dirigida also exercised the call option for US$3,108 to acquire all the shares held by the minority shareholders of Manda, representing 0.007% of the share capital and votes of said company.

On July 17, 2024, Televisión Dirigida exercised the call option to purchase the remaining shares, representing 49% of Naperville for US$15.8 million.

Also, on the same date, Televisión Dirigida exercised the call option to purchase 100% of Saturn, the company that owns the remaining 23.37% of Manda, for US$9.8 million (including US$1.2 million premium for the Saturn call option, which Televisión Dirigida retained and deducted from said price).

As a result of these acquisitions for a total amount of US$42 million, Televisión Dirigida owns 100% of Naperville, Saturn, Manda and RISSAU as of December 31, 2024.

Others

On August 19, 2024, our subsidiary Micro Fintech Holding established the company CrediPay in the Republic of Paraguay (with a 67.5% ownership). Credipay’s corporate purpose is the granting of loans, financing, purchase of goods and services, as well as the development of payment networks, with the aim of participating in and investing in companies related to financial activities.

On December 9, 2024, our subsidiary Opalker acquired the company Parklet in Uruguay (with a 100.00% ownership). Parklet’s main activity will be the development and provision of digital platform services.

As of the date of this Annual Report, these companies are dormant entities.

For further information on newly acquired and established subsidiaries, see Note 28 of our Consolidated Financial Statements.

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Table of Contents Significant 2024 Events

Decree No. 690/20 - Amendment to the LAD

On November 17, 2023, the Federal Court on Administrative Litigation Matters No. 8 issued a judgment nullifying Decree No. 690/20 and ENACOM Resolutions Nos. 1,466/20 and 1,467/20. This judgment was subsequently fully upheld on June 19, 2024, by Chamber II of the Court of Appeals on Federal Administrative Matters, which also declared Decree No. 690/20 and the aforementioned ENACOM Resolutions unconstitutional.

Finally, on October 16, 2024, the Federal Administrative Court No. 8 concluded the case and placed it in its records.

Separately, Decree No. 690/20 was repealed by Emergency Decree No. 302/24, published in the Official Gazette on April 9, 2024. Moreover, on June 25, 2024, ENACOM revoked its regulations limiting price increases for internet, mobile telephony, and cable television services through ENACOM Resolution No. 13/24.

For further information, see Note 2 of our Consolidated Financial Statement and “Item 4 — Information on the Company—Regulatory Authorities and Framework— Regulatory Framework— Decree No. 690/20 - Amendment to the LAD - Controversy”.

Financial events

On July 18, 2024, we issued US$500 million aggregate principal amount of 9.500% senior amortizing notes due 2031 (the “2031 Notes”) in a new money offering (the net amount received by the Company was US$492 million).

On July 26, 2024, and August 9, 2024, we issued US$115.3 million and US$1.9 million, respectively, aggregate principal amount of 2031 Notes in an offer to exchange up to US$200 million aggregate principal amount of our outstanding 2026 Notes for 2031 Notes (the “Exchange Offer”). In the Exchange Offer, we accepted for exchange US$117.2 million aggregate principal amount of our 2026 Notes for exchange.

On August 8, 2024, we used the proceeds of the 2031 Notes to purchase for cash US$19.7 million (representing US$58.4 principal amount) of aggregate principal amount of our outstanding 2025 Notes pursuant to an offer to purchase for cash up to US$100 million of the outstanding aggregate principal amount of such securities.

On August 15, 2024, we applied the proceeds of the 2031 Notes to pay an amortization installment of US$40.9 million and to prepay in full the outstanding principal amount of US$38.3 million under our IFC Loan Agreement dated March 4, 2019. On the same date, we used the proceeds of the 2031 Notes to make a US$16.8 million principal payment and to partially prepay US$125 million under the 2022 IFC Loan Agreement, reducing the outstanding principal amount to US$42.7 million. In addition, on September 3, 2024, we used the proceeds of the 2031 Notes to partially prepay US$135.0 million under the 2019 IDB Invest Loan Agreement, reducing the outstanding principal amount to US$136.1 million. Finally, on September 15, 2024, we used the proceeds of the 2031 Notes to pay an amortization installment of US$15.4 million and to prepay in full the outstanding principal amount of US$62.7 million under our loan agreement with the IFC dated October 5, 2016. In these transactions, we also paid accrued interest and related fees.

On October 29, 2024, we issued an additional US$200 million aggregate principal amount of the 2031 Notes in a new money offering (the net amount received by the Company was US$211.4 million).

On December 9, 2024, we applied the proceeds of the 2031 Notes and additional 2031 Notes to prepay in full the outstanding principal amount of US$42.7 million under the 2022 IFC Loan Agreement. As part of this transaction, we also paid accrued interest and related fees.

On December 16, 2024, we partially prepaid US$30.7 million of the tranches B-5 and B-6 and US$3.3 million of the tranche A from its loan agreement with IDB dated May 29, 2019. The Company has also paid the expenses for US$0.45 million.

On December 20, 2024, we redeemed US$120 million of our Class 1 Notes due 2026 (“2026 Notes”). Following this redemption, the outstanding amount is US$162,747,000.

PART I - ITEM 4 INFORMATION ON THE COMPANY	TELECOM ARGENTINA S.A.

Table of Contents For further information about our borrowing, see Note 13 of our Consolidated Financial Statements and “Item 5—Operating and Financial Review and Prospects—Liquidity and Capital Resources —Borrowings Developments during 2024”.

Recent Developments

Acquisition of Telefónica Móviles

On February 24, 2025, the Company acquired 86,460,983,849 ordinary shares of Telefónica Móviles, representing 99.999625% of its share capital. Telefónica Móviles is a company incorporated in Argentina, and provides mobile and fixed telephony, fixed broadband and video services nationwide in Argentina.

As a result of this acquisition, we believe that Telecom Argentina will have world class digital infrastructure. We expect that this expansion will strengthen our fixed and mobile broadband services, accelerate the deployment of fiber optics and 5G, and support the growth of various economic sectors in Argentina.

The purchase price for this acquisition was US$1,245 million, which was paid as follows: a) Telecom assumed a loan agreement between the seller and Telefonica Móviles in the amount of US$126 million; and b) US$1,119 million in cash consideration, which was financed through two loans, totaling US$1,170 million:

•A Syndicated Loan granted by Banco Bilbao Vizcaya Argentaria S.A., Deutsche Bank AG, London Branch and Banco Santander, S.A.; and

•A Bilateral Loan granted by Industrial and Commercial Bank of China (Argentina) S.A.U.

These loans establish, among other provisions, the obligation to comply with financial ratios i) “Net Debt/EBITDA” and ii) “EBITDA/Interest Net”, which are calculated based on contractual definitions, on a quarterly basis, along with the presentation of the Company’s financial statements.

This transaction qualifies as a permitted acquisition under our existing loan agreements mentioned under “Item 5—Operating and Financial Review and Prospects—Liquidity and Capital Resources—Liquidity—Compliance with covenants”. As of the acquisition date, the Company has calculated and reported to its lenders its EBITDA/Interest Net ratio and Net Debt/EBITDA ratio on both an actual and pro forma basis for these transactions, in accordance with the methodology established in such agreements, ensuring compliance with the established limits as well as with all other covenants set forth in our existing loan agreements.

As of the date of this Annual Report, the transaction was duly notified to the CNV and will be notified to the CNDC and ENACOM in order to submit the acquisition to the review of these Authorities. See “Item 3—Key Information—Risk Factors—Risks Relating to Argentina— There can be no assurance regarding the consequences of the post-closing review of Argentine regulatory authorities in connection with our acquisition of Telefónica Móviles”.

For additional information about the acquisition of Telefónica Móviles, see Note 29 to our Consolidated Financial Statements.

PART I - ITEM 4 INFORMATION ON THE COMPANY	TELECOM ARGENTINA S.A.

Table of Contents THE BUSINESS

The Executive Committee and the CEO have a strategic and operational vision of Telecom as a single business unit in Argentina that is consistent with the current regulatory context of the converged ICT services industry. The Executive Committee and the CEO receive periodic economic and financial information from Telecom Argentina and its subsidiaries (in currency of the transaction’s dates) treating all operations as a single segment. Based on this information, they assess the evolution of business as a single unit of generation of results, managing resources accordingly to achieve the objectives. Under applicable accounting standards (provided by IFRS Accounting Standards 8), it was defined that the Company has a single segment of operations in Argentina.

Additionally, Telecom, through Micro Sistemas, develops activities in the fintech industry in Argentina. Telecom also carries out activities abroad (Paraguay, United States, Uruguay and Chile). The operations that Telecom develops through Micro Sistemas, and those developed abroad, are not analyzed as a separate segment by the Executive Committee and the CEO, considering that they are not considered as individually significant. These operations do not meet the aggregation criteria established by the standard to be grouped within the “ICT Services in Argentina” segment and considering that they do not exceed any of the quantitative thresholds identified in the standard to qualify as reportable segments, they are grouped within the category “Other segments”.

For a breakdown of total revenues by category of activity, please see “Item 5 – Operating and Financial Review and Prospects”. For more information, see Note 1.b) of our Consolidated Financial Statements.

Main Products and Services

At Telecom, we offer our customers an ecosystem of services and platforms, leveraged by robust connectivity inside and outside the home, along with the best entertainment experiences, and technological solutions for people, startups, industries and governments.

To achieve this, we use the latest technologies available for our networks, systems, and business models, partnering with renowned global companies.

Our focus remains on expanding and enhancing our fixed and mobile networks, as well as increasing Broadband coverage and capacity. We are also pursuing new business opportunities through a digital platform and marketplace development model that allows us to maximize opportunities across the region. We extend our footprint to other markets, with new businesses based on the development of APIs and applications, highlighting our infrastructure and network capabilities for developers around the world.

In line with our vision of innovation and diversification, we explore new business opportunities and want to go beyond connectivity and accompany the challenges of the digital economy. We intend to become a relevant player in the Latin American financial industry by developing products that generate monetization in the digital ecosystem, leveraging 5G and positioning ourselves regionally. With new businesses such as IoT, Fintech Services, cybersecurity, entertainment, OpenXpand and smart home, among others, we are committed to constant innovation to offer comprehensive solutions and adapt to changing market demands.

As of December 31, 2024, we offered our customers a diverse range of services, including:

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Mobile Telephony Services: Services offered under the brands “Personal” for individuals and “Telecom” for corporate services, including voice communications and high-speed mobile internet, among others; and the sale of mobile communication devices (handsets, modems MiFi and wingles, smart watches), which we have the ability to finance through alliances with certain financial entities. The services are supported in the different technologies of the mobile network (4G/5G);

●

Internet Services: High-speed internet services primarily via cable modem, FTTH and 4G / 5G internet services offered under the brands “Personal” for individuals and “Telecom” for the corporate services. During 2024, such services provide speeds for up from 50 MB to 1,000 MB;

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PART I - ITEM 4 INFORMATION ON THE COMPANY	TELECOM ARGENTINA S.A.

Table of Contents

●	Cable Television Services: Cable television services involve the operation of cable television networks installed in different locations in Argentina, Uruguay and Paraguay. Through Flow, the Company seeks to consolidate itself as an “entertainment meeting point”, offering access to a platform with live and on-demand content. The services provided by Flow include TV series, films, documentaries, exclusive co-productions and live music events. Flow also integrates OTT services enabling customers to access others content providers such as Netflix, Paramount +, Max, Prime Video, Disney +, and YouTube directly through the platform.
●	Fixed and Data Services: voice communications, supplementary services, interconnection with other operators, data services (mainly virtual private networks, dedicated transit, signal transport), IT solution outsourcing and advanced cybersecurity solutions, among others; and,
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●	Fintech Services: the wallet allows users to create a 100% digital account, free and in a few steps, deposit money through transfers or physical collection networks, send and receive money to other banks and/or digital wallets, recharge your cell phone or transportation cards, pay services and bills, make payments by QR and create personalized savings goals, earn interest, access exclusive discounts, apply for loans, among other features. Additionally, Personal Pay users can apply for an international Visa prepaid card to make online and in-store purchases, subscribe to entertainment services, and withdraw money at ATMs. The card also allows access to daily benefits in supermarkets, fuel and movie tickets, among others.
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Ø	Mobile Telecommunications Services
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Overview

Our mobile telecommunications service offerings in Argentina include voice communications, high-speed mobile internet content and applications download and online streaming, among others, as well as the sale of mobile communication devices (handsets, Modems MiFi and wingles, smart watches).

As of December 31, 2024, we had approximately 21.6 million mobile customers in Argentina.

In Argentina, we provide mobile services on 850 MHz in the Northern Region and AMBA, 1,900 MHz, 700 MHz and AWS (paired frequencies in 1,700 MHz and 2,100MHz) in the whole country and 900 MHz and 2,600 MHz assigned by towns and cities.

During 2024, Telecom expanded its 5G footprint in Argentina by adding 188 new sites, reaching a total of 265 by the end of the year. In addition, the number of customers with 5G-enabled devices increased from 2.0 to 3.1 million by year-end.

Residential and Corporate Services

We offer mobile telecommunication services to residential and corporate customers through a variety of flexible options. These options include prepaid, post-paid and “Abono Fijo” (fixed subscription plans).

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Prepaid Plans. Under prepaid plans, customers pay in advance for services, using prepaid credit. Since there are no monthly bills, prepaid plans allow customers to communicate with maximum flexibility while maintaining control over their consumption. Prepaid credit can be purchased through prepaid cards or virtual credit on our website, by phone, at ATMs and drugstores, or through authorized agents. Our mobile telecommunication customers may browse the internet, make and receive local, national and international calls and buy multimedia content. We offer a variety of “packs” which enable customers to use the abovementioned services at lower prices. These packs may include a fixed number of minutes to make national or international calls, SMSs, and a quota of megabytes for browsing the internet, among other services.

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Table of Contents

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Post-Paid Plans. Under post-paid plans, customers pay a monthly fee for a particular plan, plus charges for additional services not included in that plan. Most of the plans we offer include a quota of megabytes for browsing the internet and unlimited airtime for on-network calls and SMS. Depending on the price, some plans include a number of free seconds or unlimited airtime for off-network calls. Once the included seconds have been used, customers can continue using the mobile service at a set price per second. Customers can also purchase additional megabytes to continue browsing the internet after using the megabytes included in their monthly plan. Charges for additional airtime, megabytes or multimedia content are added to the following month’s bill. These plans also include gigabytes or roaming minutes to communicate abroad. Among the post-paid plans, we also offer M2M plans based on the IoT concept, which refers to the digital interconnection of everyday objects to the internet, and are specifically aimed at business customers. These plans include solutions such as geolocation and fleet monitoring, refrigeration control, information security solutions, sales management solutions, and cloud solutions for information storage and protection.

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Fixed Subscription (Abono Fijo). Under the Fixed Subscription (Abono Fijo) plans, a customer pays a set monthly bill. As in post-paid plans, most of these plans include a quota of megabytes for browsing the internet, unlimited airtime for on-net and off-net calls, SMS and a fixed amount of credit that can be used to buy packs or multimedia contents. Once the prepaid seconds have been used or the internet quota has been met, the subscriber can obtain additional credit by recharging its line through the prepaid system.

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Our strategy during 2024 focused on continuing to lead in mobile services, promoting the consumption of high-speed services by providing upgrades and improving the experiences of certain customers, and more generally addressing the needs of small, medium and large customers and continuing to grow in the Digital Solutions business (Cloud & Infrastructure, Datacenter, Cybersecurity and IoT).

The main developments in our residential and corporate services during 2024 were the following:

●	we continued offering mobile services ranging from prepaid plans to postpaid plans, and between three gigabytes and 25 gigabytes for residential services and 60 gigabytes for corporate services;
●	we continued focusing on the development of convergent offers for our customers, offering additional bonuses upon the purchase of various services, to increase customer loyalty. We extended the initiative to corporate customers, seeking to increase services convergence;
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●	we continued adding benefits for mobile and convergent subscription customers; and
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●	we continued working in international services while focusing on increasing the efficiency of international traffic management, minimizing the cost of the service to sustain the simplification and evolution of the roaming offer and achieving higher quality. We have expanded our coverage, optimized quality metrics, and maximized the use of data benefits from plans and quadruple play. We continued to expand our 5G roaming coverage to the top 20 destinations such us Alemania, Brazil, China, United Arab Emirates, United Stated, Italy and Turkey. International roaming usage coverage increased to 75%.
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Wholesale Services

Our mobile telecommunications infrastructure also enables us to provide the wholesale services summarized below.

●	International Business. During 2024, inbound tourism declined by 9.4%, while revenue from inbound roaming decreased by 5%. Despite the decline in tourism, the impact on inbound roaming revenue was less significant in relative terms.

We continued to focus on reducing costs and increasing international sales. We created favorable supply conditions to encourage greater consumption and optimized our cost structure to improve the capture of roaming traffic from foreign visitors on Telecom’s network.

PART I - ITEM 4 INFORMATION ON THE COMPANY	TELECOM ARGENTINA S.A.

Table of Contents In the application-to-person (“A2P”) business, we revamped our business model for integrated aggregators, facilitating domestic and international A2P traffic while optimizing monetization strategies.

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Domestic Business. The revenues and costs of Telecom’s wholesale businesses with domestic operators are mainly related to interconnection traffic charges (call origination/termination, long distance transport and transit, both on the mobile network and on the fixed network); sale of interconnection service resources, sale of infrastructure to Large Groups (Datacenter Services, Mobile Backhaul, Links, etc.), national roaming, and infrastructure sharing (RAN sharing and lease of conventional and non-conventional infrastructure sites, among others).

Network and Equipment

In terms of infrastructure, during 2024 we continued to improve the services we provide by deploying the 4G/LTE network and the deployment of fiber optics to connect homes with Broadband, which also had an impact on fixed and data network. This allowed us to stand out from our competitors, significantly improving the NPS of our customers.

In Argentina, the deployment of 4G/LTE has achieved a coverage of 97% of the urban population across 2,032 towns and cities as of December 31, 2024. Furthermore, we have reached a 98% coverage of the population in major cities of Argentina, as of December 31, 2024. Customers accessing our 4G network experience enhanced service quality, enjoying speeds of up to 66 Mbps and, approximately 77% of calls are now made using VoLTE, a technology that enables voice calls over the 4G network, resulting in significant improvements in audio and video quality.

In addition, we have continued the deployment of mobile site connectivity to enhance quality and capacity, replacing radio links with high-capacity fiber optic connections.

Furthermore, the initiative to connect remote and low-density areas through satellite backhaul remains ongoing.

Regarding 5G, by the end of 2023, and through the Argentine government-launched tender, we have acquired spectrum that will accelerate the growth of our 5G service. Currently, we have reached 265 sites with 5G.

Competition

The market for residential, corporate and wholesale mobile telecommunications services in Argentina is characterized by intense competition. Operators are free from regulation to determine the pricing of services, except that ENACOM sets prices for wholesale local interconnection services. During 2024, three mobile operators offered nationwide service: Telecom, Telefónica Móviles and América Móvil.

Ø	Internet Services

Overview

We provide Broadband internet services in Argentina. Broadband can be delivered through three technologies: cable modem (HFC), fiber optic (FTTC and FTTH - and dedicated for corporate services-) and wireless (and satellite for corporate services); being cable Modem and FTTH the most widely used for residential services. We market our services through HFC and FTTH technologies.

During 2024, we continued promoting Broadband offers, providing greater speed to customers that have technical availability to use it.

With respect to access networks, our strategy aims to satisfy the rising Broadband demand, mainly for downloading videos and multimedia content from the internet. In this respect, we intend to continue the expansion of our access fiber optics infrastructure, using different modalities and technologies, which have been optimized based on-demand of services provided and different geographic locations.

PART I - ITEM 4 INFORMATION ON THE COMPANY	TELECOM ARGENTINA S.A.

Table of Contents During 2024, in Argentina we continued deploying our FTTH network both in greenfield areas (an area where we have not deployed any of our technology networks: HFC or FTTH) and in the reconversion of brownfield areas (an area where we have network deployment), granting more customers access to ultra-high internet velocity with speeds of 1,000 MB and also upgrading the customer base average speed by migrating customers to our HFC and FTTH network (i.e., technologies that replace copper with fiber optics in different points of the transmission network). As of December 31, 2024, the number of customers with access FTTH technology grew 45% compared to December 31, 2023.

Residential and Corporate Services

As of December 31, 2024, we had approximately 4.0 million internet customers in Argentina.

In Argentina, during 2024, we continued with the reconversion of Telecom’s fixed internet network, expanding in 2024 by 16K FTTH blocks in new locations and/or XDSL / HFC one way and 0.4K FTTH blocks in HFC two way (Overlay) areas. Key projects included deployments in the towns of Bariloche, Viedma, and Las Heras.

The migration of customers towards the best available technology (XDSL to HFC/FTTH and HFC to FTTH) and the selective shutdown of obsolete networks continued, seeking efficiency and improving customer service.

The internet connectivity products we offer through the Personal and Telecom brands are specially tailored to the needs of each residential or corporate user and include specific solutions such as virtual private network services, traditional IP links and corporate products that offer additional services. We offer internet products ranging from 50MB to 1,000 MB.

In Argentina, customers with a service of 100 MB or more represent 89% and 85% of the total customer base as of December 31, 2024, and 2023, respectively. Within this range, customers have contracted service plans of 100 MB, 300 MB, 600 MB and 1,000 MB which, as of December 31, 2024, amount to 1.6 million, 1.7 million, 0.1 million and 0.1 million, respectively, positioning our “Personal” brand as the technological benchmark brand of the industry.

Additionally, we offer international IP access through well-known global Backbone providers.

We also offer Personal Wifi Zone, a connectivity experience available to our customers with Personal internet at home, which is the largest WiFi network in Argentina. Personal WiFi Zone currently has a coverage of more than 2.1 million locations distributed throughout the country. The service is used by 130 thousand customers on a monthly basis.

Network and Equipment

In order to continue bringing fiber optics closer to customers, we consolidated the deployment of FTTH networks, substantially improving the possibility of offering high-speed services. This rollout encompassed both residential and corporate customers, new neighborhoods, gated communities, buildings, and shopping malls.

With respect to HFC networks, investments were focused on increasing the capacity of existing networks to keep up with our customers’ traffic demand by reducing service areas and increasing upstream capacity. In addition, the deployment of a new FTTH network superimposed on the HFC network continued, seeking to connect the new customers to this new network. In this way, the traffic on the HFC network is relieved, and better services are provided to our customers.

In addition to the renewal of the access network described above, the transformation process of the transport network continued, allowing not only greater capacities, but also greater operational efficiency and scalability.

PART I - ITEM 4 INFORMATION ON THE COMPANY	TELECOM ARGENTINA S.A.

Table of Contents Competition

We face nationwide competition in the internet service market in Argentina from Telefónica, AMX Argentina (commercially known as Claro), Gigared and Telecentro (providing a triple-play offer), among others. During 2024, Telefónica and AMX Argentina continued their investments for the construction of their fixed FTTH networks, increasing their penetration and ability to serve households in different areas of the country. This has driven us to be more competitive and presented a challenge for us, as new players (with international support) have aggressively entered the market. Our data services business faces competition from Telefónica, AMX Argentina and from several providers of niche data services such as Cirion Technologies, IPlan and others.

Ø	Cable Television Services

Overview

We provide cable television services in different locations in Argentina.

During 2024, we focused on working hard on improving the performance and stability of the different TV and streaming products, that is, improving the customer experience with our products and thus being able to improve the NPS.

In recent years, Flow has continued promoting local production with high-quality, original content featuring local talent. During 2024, we have released different quality national co-productions with Warner and Kuarzo among other production companies. Additionally, it has strengthened its position in live music streaming by broadcasting events featuring both national and international artists, as well as major festivals.

In Argentina, during 2024, we delivered a two-way network with a bandwidth capacity of more than one GHz to approximately 96% of the homes passed through our cable network (99.9% in AMBA). Through these networks, we offer additional revenue-generating services and products, such as premium services and pay-per-view.

As of December 31, 2024, we had approximately 3.2 million cable television customers in Argentina, which represented a 37% of the Argentine market share for cable television services.

Our Cable Television Networks and Operating Regions

As of December 31, 2024, our principal cable networks were located in AMBA. We also operated cable networks in other cities within the provinces of Buenos Aires, Santa Fe, Entre Ríos, Córdoba, Corrientes, Formosa, Misiones, Salta, Chaco, Neuquén, Río Negro, Mendoza and San Juan. As of December 31, 2024, Telecom’s fiber optic network covered approximately 92,000 kilometers, of which approximately 29,000 kilometers correspond to the interurban network**.**

Retail and Corporate Programming and Other Cable Television Services

In 2024, we continued investing significant resources to expand the variety of programming options in order to appeal to potential new customers and meet their needs. Our cable television services revenues are derived primarily from monthly subscription fees for cable service. To a lesser extent, our cable television services revenues also derived from connection fees and advertising and fees for premium and pay-per-view programming services, Flow, and video-on-demand services (“VOD”).

We purchase basic and premium programming from more than 80 signal providers in Argentina. Programming arrangements are primarily denominated in Argentine Pesos. Fees paid to signal providers under these arrangements are linked to the growth of our cable television subscriber base and the fees charged.

PART I - ITEM 4 INFORMATION ON THE COMPANY	TELECOM ARGENTINA S.A.

Table of Contents Premium Services (Premium Packages)

Our customers are given the option to acquire Premium Packages not included in the basic package by paying an additional fee. These packages and services include channels in addition to those included in the basic package, provide exclusive content, and divide such content by movie genres and sports, or a combination of these categories.

Flow and OTT Services

In order to enhance our customers’ experience while accessing our content offer, we offer a digital platform branded “Flow” that integrates television channels with on-demand content. Through Flow, which uses the fastest fiber optic network, our customers are able to watch television at any time and place and from any device (such as tablets, smartphones and smart TVs, among others). Flow allows us to distribute content through an IP structure coupled with digital television quadrature amplitude modulation, which includes adequate security measures. Flow enabled our customers to use new modern functions such as lineal streaming, reverse electronic program guide, the possibility to “start over” a program, access to VOD, contents and “cloud DVR” (which allows customers to save content in the provider’s database instead of the customers digital recorder).

Additionally, we offer a more accessible and competitive product alternative through Flow Flex. With Flow Flex, customers can watch live TV and subscribe to Premium Packages or streaming apps. In addition, they can enjoy Flow functionalities such as pause, rewind, rewatch, record, rent movies online, and watch on two screens simultaneously. It is a 100% digital version of Flow, which does not require decoders or technical installation and is available to all subscription TV customers. In this way, we managed to maintain Flow’s market share.

Flow also offers to our customers a single platform through which they can access different OTT services. Additionally, Flow continues evolving with new facilities, innovative and quality content based on alliances with renowned national and international production companies as Disney+, Paramount+, Universal+, Netflix, Prime Video and Max.

Another key aspect was to continue promoting the streaming platform for live music shows and festivals and enrich the content catalog with films of high global relevance that we were able to make available to all customers almost simultaneously with their film release.

Additionally, as part of the ongoing update of devices, Flow commercially presented a self-installable set-top box with distinctive surround sound properties, and compatible with Google Assistant, integrated Chromecast, 4K resolution, HDR and Dolby Vision, among others.

Competition

In Argentina, with respect to cable television transmission, we face competition from other cable television operators and providers of other television services, including direct broadcasting, satellite and wireless transmission services. As a result of the non-exclusive nature of our licenses, our cable systems frequently have been overbuilt by one or more competing cable networks, in addition to the satellite television service that is also available. Free broadcasting services are currently available in Argentina. In the AMBA, these services primarily include four privately-owned channels and their local affiliates, and one state-owned national public television network. In addition, the Argentine government has distributed digital boxes to certain sectors of the population that provide free access to certain channels in connection with the Argentine Terrestrial Digital Television System, which are also available for sale to the general public.

Paid television industry is highly fragmented, and our largest competitors are Telecentro S.A., which is focused in the AMBA, and DirecTV Argentina S.A. (“DirecTV”) (satellite television), present throughout the entire country. In addition, Telefónica and AMX Argentina consolidated their offer of video products together with fixed Broadband, in the context of the development of their fixed network. Telecom also considers OTT internet video system providers such as Netflix, Disney+, Prime Video and On Video, among others, as competitors.

PART I - ITEM 4 INFORMATION ON THE COMPANY	TELECOM ARGENTINA S.A.

Table of Contents Among paid television systems, competition is driven primarily by price, programming services offered, customer satisfaction and quality of the system.

Network and Equipment

Our network’s trunk or Backbone portion in AMBA consists entirely of fiber optic cable. We built a fiber optic cable ring around the City of Buenos Aires that provides network redundancy (which helps ensure network availability in the event of a network device or path failure resulting in unavailability) and improves overall network reliability. We have deployed a similar fiber optic network architecture in other major cities.

In addition, cable television service is also provided through FTTH networks with IP technology, combining state-of-the-art networks to provide high-capacity internet with video services through the same physical link.

ØFixed and Data Services

Overview

We offer voice communications, supplementary services, interconnection with other operators, data services (mainly virtual private networks, dedicated transit, signal transport), IT solution outsourcing and advanced cybersecurity solutions, among others.

Fixed and Data Services are comprised of the following:

Residential and Corporate Telephony and Smarthome Services

●	Basic Telephone Services. We provide Basic Telephone Services, including local, domestic and international long-distance telephone services. As of December 31, 2024, we had approximately 2.7 million fixed telephony lines in service, including TOIP lines.
●	Other telephone services. We provide our customers other related supplementary services such as call waiting, call forwarding, conference calls, caller ID, voice mail, itemized billing and maintenance services.
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During 2024, we continued to strengthen our TOIP services and position through the evolution of the portfolio of security services solutions, together with a communication and dissemination campaign throughout the year, aiming to bring our wide range of services closer to corporate customers.

We took an important step in the evolution of home connectivity with the launch of self-installable VoLTE (Voice over LTE), in November 2024. In this way, we consolidated our technological transformation, focused on self-management, operational efficiency and leadership in connectivity.

Additionally, we offer Smarthome services, a solution designed to keep customers connected to their home at all times. The main objective is to offer peace of mind and comfort.

Our initial device is an advanced camera that allows customers to monitor their home in real time. Additionally, the camera is equipped with a proactive alert system that notifies users about specific pre-configured events. Some features that can be used from the application:

●	Look at every corner through a 360º movement.
●	Receive notifications in real time.
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●	Store clips in the cloud to view them whenever you want.
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●	Communicate via two-way audio.
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●	Use night vision so you don’t miss anything.
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PART I - ITEM 4 INFORMATION ON THE COMPANY	TELECOM ARGENTINA S.A.

Table of Contents As an added value, we offer a cloud storage service of up to 14 days, available for an additional cost.

For the year ended December 31, 2024, we have sold more than 36,000 cameras, with 22,000 unique users.

Wholesale Services

During 2024, we remained one of the leading providers of wholesale telecommunications solutions for the different providers and operators in the market, including cable operators, ISPs cooperatives and other service providers. Wholesale services include:

Infrastructure services. Infrastructure services primarily refer to:

Interconnection services*,* which include dedicated links, layer 2 (Lan to Lan) and layer 3 (IP Virtual Private Network).

Datacenter services, which include housing services, connections and cross-connections.

Internet services. internet services mainly include the IP transit service. During 2024, Telecom focused most of its business on IP transit service, demanded by ISP providers to provide internet connectivity to their customers through different market segments. This led to a significant increase in local and international bandwidth consumption.

Value Added services. Virtual Private Servers, Security, IoT, or other additional services.

International Long-Distance Service. We hold a non-expiring license to provide international telecommunications services in Argentina, including voice, data services, housing and international point-to-point leased circuits. We are connected to international telecommunications networks, mainly through various submarine fiber optic cables and VoIP technology.

Services provided in the United States. During 2024, we continued developing commercial actions aimed at increasing the profitability of wholesale products, among which are the services for OTTs. Our presence in the United States, through our subsidiary Telecom Argentina USA, has enabled us to develop links with major North American cloud content and service providers.

Corporate Data Services

The data services business includes nationwide data transmission services, virtual private networks, symmetric internet access, national and international signal transport and videoconferencing services. These services are provided mainly to corporations and governmental agencies.

We also provide certain value - added services, including electronic standard documents telecommunication software exchange. Our corporate data services business also includes the lease of networks to other providers, telecommunications consulting services, operation and maintenance of telecommunications systems, supply of telecommunications equipment and provision of related services. The corporate data transmission services we provide are mainly Ethernet and IP services.

We provide services to leading companies in the Argentine market, as well as primarily digital solutions to businesses with branches across Latin America, in addition to serving the national government, provincial governments, and municipalities. These large customers demand cutting-edge technology and solutions tailored to their needs, including voice, data, internet and value added services.

In response to the constant changes demanded by the market, we maintained our strategy to position ourselves as an integrated service provider for large customers by offering convergent ICT solutions, including fixed and mobile voice, data, internet, multimedia, datacenter and application services through sales, consulting, management and specialized and targeted post-sale customer services.

PART I - ITEM 4 INFORMATION ON THE COMPANY	TELECOM ARGENTINA S.A.

Table of Contents At Telecom, we have evolved from an ICT company to a Tech-Co, offering a comprehensive portfolio of technical architecture and infrastructure solutions. As a multi-cloud provider, we integrate major international hyperscalers and leverage our Datacenters to host edge solutions, provide world-class brand equipment, and deliver professional services for implementation, migration, and application support. Additionally, we have expanded our connectivity security services to include user identification and security technologies, addressing the growing needs of hybrid work models. We continue to strengthen strategic partnerships with leading companies such as IBM, AWS, Google, Microsoft, Huawei, Oracle, and Dell, among others.

In terms of Cybersecurity, our proposal is based on innovative and comprehensive solutions with what we view as state-of-the-art and world class technology. We aim to provide protection of information and IT and OT (Operational Technology) infrastructure against internal and external threats, high caliber solutions designed to ensure the security, integrity and availability of IT systems to protect confidential corporate information and personal information of employees and customers in organizations (Cybersecurity Services), comprehensive solutions to achieve a secure digital transformation (Governance, Risk and Compliance) and advanced Consulting Services through qualified teams of experts who provide review and analysis of cybersecurity in organizations, network infrastructure designs, network perimeter protection, antimalware strategies, health check, hardening and best practices, thereby helping us comply with various industry standards (ISO/IEC27001/27002, NIST, SWIFT, PCI, among others). Furthermore, our differentiation lies in the offer of solutions designed and developed by our Software Factory, thus offering a comprehensive and personalized approach for each customer, ranging from the review and analysis of cybersecurity in their organization to the creation of solid network infrastructures.

During 2024, we have worked to position the “Ubiquo” brand regionally (through our subsidiaries Ubiquo and Opalker). We entered into service agreements with companies in Chile, Peru and Mexico. In this line, the 2025 action plan responds to both brand continuity, regional positioning and market share growth. In addition, Ubiquo serve to position not only cybersecurity services, but also IoT, hybrid multi-cloud and connectivity.

In relation to IoT solutions, we provide the necessary technology for customers to connect to their data, applying intelligence for better and faster decision-making, helping them develop and improve the efficiency of their business. During 2022, we focused on Platforms for Industry and Utilities, IoT Connectivity (LPWAN and Managed) and Tracking (people, assets and vehicles), growing our offer. During 2023, the project was addressed to bring urban connectivity to rural areas through an innovative business model where a group of agricultural actors can create a value cluster so that together they can contribute to the creation of the LTE network and in return, Telecom returns the value invested, in valuable solutions (Cloud, Cybersecurity, IoT, Connectivity, etc.). This project not only brought the possibility of incorporating technology into agriculture, but it was also possible to connect schools, doctors, firefighters, police, people in general, etc.

In 2024 we continue to consolidate our offer of Hybrid Architectures, being one of the most complete in the country (combining public cloud, private cloud, infrastructure, colocation and applications). We are constantly working to strengthen our strategic alliances with large companies such as IBM, AWS, Google, Microsoft, Huawei and Oracle.

In addition, we continued investing in our major datacenter in the city of Pacheco, province of Buenos Aires consolidating its position as leader in the market and enhancing the level of services supplied. These investments are intended to support business growth in the next few years with the highest market standards.

New business: network exposure and monetization

As part of the Open Gateway initiative led by the GSMA (a global organization whose mission is to unify the mobile ecosystem to discover, develop and deliver innovations that help business and society thrive), we were the first company in Argentina to launch an API within this standard, which led to the GSMA recognizing the company as the “Market Champion” of Open Gateway in Argentina for its commitment to this initiative.

In 2024, we solidified our position as a pioneer both nationally and regionally by successfully launching four standardized APIs: SIM swap, number verification, device status, and device location. These services provide tools to secure digital identity and enhance mobile applications. With these offerings, Telecom is cultivating a new business vertical that enables the monetization of networks within the digital ecosystem.

PART I - ITEM 4 INFORMATION ON THE COMPANY	TELECOM ARGENTINA S.A.

Table of Contents Additionally, we announced the creation of OpenXpand platform, through our subsidiary Parklet, a new technology company in partnership with Intraway that will support mobile operators, primarily in Latam, in the comprehensive development of the Open Gateway business model to accelerate the monetization of network and data services through APIs. OpenXpand will provide the capability to implement the platform jointly developed by Telecom and Intraway and ensure seamless interoperability with other industry solutions. It will also provide consulting services for API integration, product design and architecture, and aims to position itself as the primary partner for regional operators looking to embrace and accelerate the implementation of this new business paradigm.

Network and equipment

Our network strategy, for the medium and long-term, focuses on satisfying the demand of the services we provide, improving our customers’ experience and promoting technology evolution.

With respect to the “core” network, we seek to continuously increase the capacities and availability of the services offered to our customers. In addition, we continued implementing the standardization of protocols and network architectures, to enhance the efficiency of our operation and maintenance, with cost reductions on those activities.

We also continue with the unification of the trunk networks, consolidating network buildings, achieving not only operational efficiency but also reducing costs, such as energy and maintenance.

Competition

As of the date of this Annual Report, the main licensees providing local and/or fixed long-distance telephony services include Telmex, AMX Argentina (Claro), Cirion Technologies (formerly Centurylink, Level 3 Communication, and Global Crossing), IPlan, Telecentro, Telefónica (primarily in the Southern Region), and Telecom (primarily in the Northern Region). Telefónica has the dominant market share for the provision of telecommunications services to retail customers in the Southern Region. If our competitors increase their presence in the Northern Region, we expect that we will face additional pricing pressure and experience a slight loss in market share in the Northern Region.

Regarding data services, our main competitors are Cirion Technologies and Edgeconnex.

In the cybersecurity vertical, Telecom’s competitors are companies that have a multiproduct/multiservice offering such as RAN, NeoSecure, NovaRed, Nextvision Point IT, Murc IT, and Base 4, among others. Telecom’s differentiation lies in the offering of Digital Solutions. Telecom has a robust offering of services and products, and a team with a broad and diverse skill set. Our team holds the most recognized certifications in each practice and is kept up to date through continuous certifications. Telecom is a customer of its own solutions, demonstrating its commitment to the excellence of the services offered.

In terms of consulting services and risk management, Telecom competes with the Big Four consulting firms.

We are actively seeking continuous improvement to increase our market share in Argentina and establish ourselves as cybersecurity leaders.

Finally, and regarding wholesale services, the main competitors in Argentina for connectivity services are Cirion Technologies, Telefónica, ARSAT (a Government owned company) and Silica (Datco Group). This competition causes permanent pricing pressure and forces Telecom to deploy commercial strategies to mitigate the impact of those initiatives on its market share. On the other hand, and in relation to local interconnection traffic, ENACOM sets prices for this service.

Through strategic investments and a continued focus on innovation, Telecom aims to maintain its leadership in the region, meet competitive challenges and continue to provide advanced solutions in cybersecurity, IoT, cloud and other digital services.

PART I - ITEM 4 INFORMATION ON THE COMPANY	TELECOM ARGENTINA S.A.

Table of Contents ØFintech Services

Overview

Personal Pay is our digital wallet, through which people can pay, send, save and manage their money the way they want. The massive launch of the application and its functionalities took place in June 2022.

In 2024, we focused on increasing the number of users and transactions, key elements for the platform’s monetization.

Main products and services

The following functionalities are enabled through Personal Pay:

●	create a 100% digital account, free and in a few steps,
●	deposit money through transfers or physical collection networks,
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●	send and receive money to/from other banks and/or digital wallets,
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●	recharge mobile phone lines
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●	recharge transport cards,
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●	pay for services,
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●	ask for a VISA Personal Pay prepaid card,
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●	ATM withdrawal,
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●	payments with QR,
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●	remuneration of Balances,
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●	sale of recharges (B2B),
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●	QR Acceptor,
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●	QR Payments
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●	Personal Insurance,
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●	create personalized savings goals,
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●	ExtraPay,
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●	benefits and discounts in shops, and
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●	Credit / Lending
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The commercial campaigns for Personal Pay focus on strengthening the integration and synergy between the products and services within the Company’s digital ecosystem.

Personal Pay is fully managed within the application, allowing the user to clearly and easily visualize all deposits, withdrawals and transfers made. All users have access to the VISA Personal Pay international prepaid card. Our digital wallet offers a customizable card in physical format.

With the prepaid card, the customer can make purchases online and in physical stores, subscribe to entertainment services and withdraw money at ATMs.

The objective is to continue promoting financial inclusion through the fintech industry in Argentina, which is why we expect that new solutions will be incorporated to reach segments of the population that currently do not have access.

During 2024, our strategy focused on adding new capabilities to our value proposition:

QR Payments allows merchants to receive payments quickly and securely using a QR code. Customers simply scan the code with their mobile device, select the amount to pay, and the transaction is processed instantly, without the need for physical contact or cash. This option streamlines the payment experience for both customers and merchants, providing an efficient and modern solution.

PART I - ITEM 4 INFORMATION ON THE COMPANY	TELECOM ARGENTINA S.A.

Table of Contents Credits: offers users the possibility to access financing quickly and easily through the digital platform. Customers can apply for loans with flexible terms, without the need for complex procedures. This service is designed to provide an accessible, agile, and convenient financial solution, tailored to users’ needs.

Personal Pay Paraguay: The rebranding of Billetera Personal to Personal Pay reflects the brand’s commitment to evolution and adapting to customers’ needs. Under the slogan “Un cambio siempre viene bien” (a change is always good!), the launch campaign emphasizes the importance of innovation and leveraging new technologies to enhance the digital experience and maximize benefits. Personal Pay offers a range of features, such as QR payments, reloading the Tarjeta Más (Electronic Ticketing in Paraguay that allows the user to pay for trips without the need to use cash), and access to exclusive benefits. Additionally, it provides a detailed transaction history, the ability to locate points for loading, money transfers, and withdrawals, as well as the option to select favorites to streamline transactions. The integration with other Personal products and services, known as “Conexión Total”, ensures a seamless experience for users. Personal Pay is available for current Billetera Personal users who can update the app and is also available for new users on the App Store and Google Play, without consuming mobile data.

In the context of our project for the year 2025, some strategic initiatives have been outlined with the purpose of promoting the growth and strengthening of our organization. These initiatives cover different key areas, each with the objective of enhancing specific aspects of our business.

As of December 31, 2024, Personal Pay has more than 3.5 million users. These customers completed the onboarding process, have been assigned a digital wallet (CVU) and are able to operate the service.

In 2024, Personal Pay users grew mainly due to a cashback strategy (customer benefits), the launch of Personal Pay in Paraguay and the “Buy Now Pay Later” (BNPL) service in Argentina, which allows users to pay in installments or make financed purchases.

Network and technology

Personal Pay strives to carefully balance its resources, both human and technological, seeking operational and financial efficiency. Each addition to the team is planned with the goal of proportionally increasing delivery capabilities.

Personal Pay’s software architecture and hardware requirements are designed to be highly scalable, adapting to the expected growth of the company. This strategic planning ensures a technological infrastructure that will effectively support future expansion and operations.

Furthermore, strategic investments and acquisitions are intended to align with the Company’s long-term vision. In our constant pursuit of strengthening internal capabilities and enhancing the value proposition, we engage in strategic partnerships and make selective acquisitions.

While a significant portion of the software is developed internally, Personal Pay acknowledges the value of technological partners. This collaboration allows leveraging the expertise of partners, strengthening the robustness, efficiency, and security of solutions. Strategic outsourcing enables Personal Pay to optimize operational efficiency and flexibility.

Ongoing engagement with suppliers and active participation in technological events are essential for Personal Pay to stay updated on the latest trends in fintech. This strategy ensures that the Company is equipped with the knowledge and resources necessary to address the constantly evolving challenges of the financial market.

In summary, in its short time of existence, Personal Pay has demonstrated a strong commitment to sustainable growth and continuous innovation. The comprehensive strategy addresses not only staff augmentation but also resource optimization, excellence in internal development, strategic collaboration, and adaptability to emerging technological trends. This presentation reflects Personal Pay’s transparency and commitment to efficiency and excellence in all areas of its fintech business.

PART I - ITEM 4 INFORMATION ON THE COMPANY	TELECOM ARGENTINA S.A.

Table of Contents

Competition

The fintech ecosystem in Argentina has been expanding in recent years and is one of the industries with the greatest evolution and innovation, with positive changes in consumer payment behavior.

According to information from the BCRA and the fintech chamber, electronic payments are increasing, while cash payments are decreasing.

In Argentina there are more than 134 digital wallets, but the consolidated players with comprehensive solutions and use case portfolios are Mercado Pago, Naranja X and Ualá.

ØSubsidiaries in Paraguay and Uruguay

Paraguay

We provide mobile telecommunications services nationwide and distribution of audio and satellite signals to customers’ homes in Paraguay through our subsidiary Núcleo, under the “Personal” brand. Núcleo obtained licenses to provide commercial mobile services, Internet access, Flow service and videoconferencing and data transmission services in Paraguay.

As of December 31, 2024, Núcleo had approximately 2.6 million mobile customers, 0.3 million internet customers and 0.1 million cable television customers.

Regarding postpaid mobile services, during 2024, Núcleo maintained its customer acquisition strategy through aggressive offers and focus on convergent customers. Regarding prepaid mobile services, Núcleo continued to offer packs that included advantages in the use of data, as well as unlimited calls to all operators.

In terms of internet services, in Paraguay we continued expanding our FTTH network, delivering high speed internet leveraged on the fastest fiber optic network in the country.

Network and Equipment

In Paraguay, the mobile access network continued to expand with the addition of 23 new sites. The installation, commissioning, and operational testing of the 5G trial node were completed in October 2024, marking a key milestone ahead of the upcoming tender for the 3,500 MHz band spectrum, scheduled for early 2025. In December 2024, CONATEL released the draft terms and conditions, inviting interested parties to submit queries and suggestions for consideration.

Regarding internet services, in 2024, Núcleo continued with the deployment of its fixed network, which allowed us to improve the country’s connectivity and economic convenience for our customers and consolidate ourselves as the Company with the greatest fiber optic coverage in the country.

Competition

In Paraguay, there are currently four participants in the mobile telecommunications services market. The Paraguayan market is highly competitive. As of December 31, 2024, Núcleo’s main competitor was Tigo (a subsidiary of Millicom International Cellular). Tigo has a significant market share in terms of revenue.

The main competitor for Núcleo regarding internet services is Tigo, followed by AMX Paraguay.

In relation to Flow services, there are two other operators that offer similar services in the Paraguayan market, Tigo and Claro, with Tigo being the main competitor with its “OneTV” service.

PART I - ITEM 4 INFORMATION ON THE COMPANY	TELECOM ARGENTINA S.A.

Table of Contents Uruguay

Telecom provides management and administration services to companies that render pay TV services under the brand Flow through Telemás S.A., one of the Adesol’s subsidiaries.

Flow is consolidated as the meeting point for entertainment, and customers discover on this platform a wide variety of content, from the place they choose and through the device they prefer, in a flexible and simple way. The increasingly diversified access offered through Flow TV, Flow Box and Flow App allows the arrival of entertainment to all Uruguayan homes, providing not only pay TV services but also streaming services.

As of December 31, 2024, Adesol had approximately 0.1 million customers in Uruguay, providing them with pay TV services under different technological platforms, DTH (Direct to Home), cable, MMDS (Multichannel Multipoint Distribution System) and IPTV services, which offers our customers the possibility of watching television programs and on - demand content, not only in the traditional way but also from any device, through a modern platform.

In December 2024, we launched the commercialization of internet FTTH services in the city of Salto. These deployments also took place in the cities of Paysandú and Rivera, implementing the internet licenses obtained last year. In the second half of 2024, the Company obtained new internet licenses for the areas of Tacuarembó, Artigas and Paso de los Toros, completing all the “cable” licenses, transforming them into “cable plus internet”.

Network and Equipment

Adesol offered services through DTH Platform in Montevideo and the metropolitan area comprising Ciudad del Plata and different locations in the department of Canelones and in rural areas of northern of Uruguay. Adesol also offered services through cable TV in the capital cities of Artigas, Salto, Paysandú, Rivera, Tacuarembó and Paso de los Toros.

In the second half of 2024, FTTH deployment began in the towns of Salto, Paysandú, and Rivera, covering more than 700 blocks. Commercial service was launched in Salto in the last quarter of 2024, with service in Paysandú and Rivera expected to follow in early 2025.

Competition

The television market in Uruguay has approximately 0.5 million customers, where Flow holds a 23% share, after DirecTV, who holds a 31%. Then, the rest is divided among different local distributors. Only DirecTV can sell its paid TV services across the whole country, while Flow and the rest of the pay television operators have only territorial licenses. In Montevideo, Flow leads the market with a 23% share, followed by DirecTV with a 21% share.

The market continues showing a downward trend, marked by the increase of online entertainment alternatives, mainly Netflix, YouTube, and because of piracy and free services. The exclusive distribution for the local football streaming rights is still held by Disney+. Antel (a public company) kept increasing its global convergence strategy with aggressive promotions bundling with internet and mobile services, continuing with the Disney+ and local channels agreements, as well as sports rights. Also, during the last quarter of 2024, Antel entered into a commercial agreement with DirecTV bundling its internet and streaming entertainment services.

In 2024, Flow stopped offering Disney+ due to a customer relationship management (“CRM”) issue, but continued to offer Paramount+, which was integrated into the Flow platform. This was done in an effort to make Flow a comprehensive platform that is attractive to our customers for its content offerings and differentiated features.

In Uruguay, internet access has reached very high levels, with 95% of households in Montevideo and 88% of households in the rest of the country connected. Antel remains the dominant competitor, holding 99% of the market.

PART I - ITEM 4 INFORMATION ON THE COMPANY	TELECOM ARGENTINA S.A.

Table of Contents INFORMATION TECHNOLOGY STRATEGY

In 2024 we continued to work with a clear focus on technology transformation. This year, our initiatives are structured around platformization, delivery and always thinking digital first.

We have continued to evolve our platforms towards scalable and reusable solutions, ensuring that each development is designed to adapt to different markets and businesses, consolidating a single platform that optimizes our regional operations.

Each project has been developed with the objective of delivering incremental value, ensuring that the solutions implemented not only meet current needs, but also drive future growth and innovation.

We work based on the “digital first” concept, which is about prioritizing a digital focus in all our initiatives, ensuring that every solution is designed with a digital environment in mind, to meet the demands of today’s market and deliver optimal experiences to our customers.

Some of the highlights of 2024 include:

Business Support Systems Transformation (the “#FAN Program”) :

FTTH with #FAN

In 2024, we focused on deploying FTTH in three locations in Uruguay. This initiative leverages the #FAN Program, our cross-Telecom CRM, designed to integrate and manage operations in a scalable and efficient manner across different markets.

This project not only demonstrates our maturity in deploying advanced solutions locally, but also how we are leveraging these capabilities to expand regionally. By standardizing processes and enabling seamless operations through #FAN Program, we are paving the way for a more connected and consistent experience across markets.

Business Support Systems B2B (the “#WIN B2B Program”) :

In 2023, the #WIN B2B Program was launched to improve the customer experience by unifying and simplifying the end-to-end processes, products and platforms of the B2B business. #WIN B2B Program is a transformation program for CRM platforms, starting with the quoting, selling, provisioning, billing, collections and post-sales of our services, supported by world-class solutions. This flagship initiative gathers the experiences acquired from the #FAN Program for B2C services.

As of December 31, 2024, we have managed to complete the development of a convergent quoting solution that will be deployed in early 2025 to improve efficiency and customer experience. The plan foresees progress with the remaining processes, supported by new IT components that will build the integrated solution during 2025 and 2026, allowing for progressive shutdowns.

SWITCH - Digital experiences :

The SWITCH program aims to help us to consolidate a common strategy for all our Digital Channels, seeking to be the preferred option for users to solve their needs in a simple, agile and effective way. This approach is not only intended to optimize the experience at each stage of the funnel but also is intended to strengthen customer loyalty and promote efficiency in customer service.

One of the pillars of the program is personalization. We focus on understanding each user’s needs, helping them find what they are looking for in our web and e-commerce ecosystem, managing their services, and discovering the offerings that drive their development and post-sales loyalty. This ecosystem includes key solutions such as our self-management app, bot and social media support, and our digital store, which enhances the sale of physical products. In addition, we leverage the ecosystem with joint initiatives alongside Personal Pay to strive to create a seamless integrated experience.

PART I - ITEM 4 INFORMATION ON THE COMPANY	TELECOM ARGENTINA S.A.

Table of Contents During 2024, we drove the evolution of both our e-commerce and “My Personal Flow” app, reaching 7.6 million active users and more than 14 million monthly transactions. We also achieved the highest digital NPS in recent years, reflecting the positive impact on the customer experience. This success is due to our commitment to a “digital-first” approach that prioritizes the digital design and development of solutions. Any interaction or service must be primarily accessible and efficient through digital channels, rather than transactional or physical.

Data Phoenix project :

The Data Phoenix project reaffirms the objective of transforming ourselves into a Data Driven company by adopting world class methodologies and platforms to drive leadership. It involves having a unique ecosystem of data, analytics and change management products.

During 2024, we achieved important milestones in Data Phoenix project, we performed more than 370 data injections in the cloud, strengthening our infrastructure and processing capacity. In addition, we developed more than 80 self-service data models, accessible to all analytical teams, facilitating decision making and improving efficiency in the use of information. We also carried out the shutdown of several data sets that we had stored in legacy systems, optimizing the data environment and reducing dependency on obsolete platforms.

GEN AI:

Gen AI comes to Telecom with an innovative proposal that combines automation and efficiency, focusing on improving the experience of internal and external customers. This accessible technology does not require advanced knowledge, and its centralized implementation is supported by a structured framework that includes a secure playground, rigorous security measures and responsible use policies. In addition, a multidisciplinary team has been formed to address data and intellectual property concerns, ensure that models comply with specific regulations, and provide a collaborative and secure space.

In terms of impact, 20 proof-of-concepts were conducted, including the development of bots to reduce calls and optimize the time spent on each call, as well as document and sentiment analysis. These initiatives not only automate complex operational processes, saving time and resources, but also improve the personalization of customer service by interpreting all the data in our conversational channels. The approach includes a FinOps framework to optimize resources and ensure the efficient and ethical deployment of this transformative technology.

Enabling Platform:

Automation Platform:

In line with our strategic business objectives and the major market shifts, our primary emphasis lies in the comprehensive automation of end-to-end processes and the vision of transitioning from a system per service to a common system for multiple services. This initiative is designed to improve operational efficiency, particularly in the area of day-to-day internal tasks related to network and infrastructure operations.

In 2023 we started integrating two key components: CloudValley, our collaborative self-service portal facilitating infrastructure management, and TAMBO, our Network Management Automation Platform. This strategic integration aims to synergize the capabilities of both tools, with a dedicated focus on delivering a seamless and efficient experience. Throughout 2024, the automation platforms had a significant impact on our business. We were able to eliminate more than 1,000 hours of manual work, optimizing time and resources. We reached more than 600 active users, of which more than 100 were consolidated as builders, fostering a culture of innovation and autonomy. In addition, we accumulated a total of more than 550 implemented automations, promoting more efficient and scalable processes throughout the operation.

PART I - ITEM 4 INFORMATION ON THE COMPANY	TELECOM ARGENTINA S.A.

Table of Contents Open Gateway and OpenXpand:

In 2023, the GSMA launched the global mobile industry initiative, which proposes that mobile operators around the world can expose their network services through standardized APIs so that developers can build new applications or scalable and simple solutions. These APIs can be integrated into existing business flows.

As of the date of this Annual Report, we have successfully developed and certified five APIs: SIM SWAP; Number Verification; Device Status; Device Location and Device Location Retrieval.

Additionally, in 2024, we began monetizing some applications, further validating the concept that all platforms we build are designed for market exposure. This model is supported by OpenXpand, a platform specifically designed to expose these APIs. OpenXpand facilitates the monetization of networks through APIs, integrating connectivity and digitalization in a secure way without compromising the customer experience.

This initiative underscores our commitment to innovation, enabling scalable solutions while generating value through collaboration in the mobile ecosystem:

●	SIM SWAP: Assists banks verify if a customer has recently changed their SIM card, helping to detect suspicious transactions.
●	Number Verification: Provides secure, real-time validation of a customer’s phone number to streamline authentication processes.
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●	Device Status: Provides visibility into the current status of a customer’s device to enhance decision-making for service delivery.
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●	Device Location: Enables precise location tracking to improve service delivery and security measures.
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●	Device Location Retrieval: Provides real-time location data to support various business applications.
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PART I - ITEM 4 INFORMATION ON THE COMPANY	TELECOM ARGENTINA S.A.

Table of Contents MARKETING AND CUSTOMER CARE

Sales and Marketing

Telecom’s marketing strategy focuses on convergent sales, offering innovative products and services to its customers to complete its ecosystem of services intended to generate greater convenience and satisfaction. In line with current demands, we believe that it is essential to better understand data-driven customer needs. We believe that AI will allow us to achieve personalization that reaches different customers, meeting the needs, preferences and requirements of each home.

Flow continues to evolve its content platform, being a flexible, convenient and accessible product. Both with the possibility of hiring it per day, and with the possibility of using it digitally and without installation, through any device.

As part of Telecom’s strategy, we are moving forward in providing digital solutions leveraged on B2C connectivity, such as our Fintech Services, and smarthome solutions.

Telecom’s marketing activities included:

●	advertising on television, radio, newspapers, billboards on the streets and local programming channels offered to customers;
●	increase in online advertising, with the aim of growing digital share;
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●	mailing information and special promotional material to current and potential customers; and
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●	special events for Telecom’s customers, some of which are sponsored jointly with programming providers.
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Customer Support

Telecom’s service model focuses on accompanying customers throughout their lifecycle, with the 2024 strategy focusing on self-management, digitization and specialization of human attention, creating specialized attention islands for key issues, avoiding re-contacts and improving customer experience.

As part of its digital and social media strategy, the Company promoted digital interaction though WhatsApp and launched a new version of its “Mi Personal Flow” app, which provides customers with all necessary information to self-manage their products and incorporates AI to better solve service queries.

Likewise, customers can contact by email and chat a virtual assistant through our website, as well as through social networks such as X (formerly Twitter) and Facebook.

At Telecom, we provide customer service 24 hours a day, 365 days a year, through various customer service channels: WhatsApp, Telephone Channels, App, Facebook, X, Commercial Offices, ensuring that the customer has a better experience in every contact across all commercial channels. The NPS of the different products, services and journeys that impact the customer’s life is measured.

SUSTAINABILITY

At Telecom, sustainability is a management model embedded in our corporate policy that allows us to carry out our operations focusing on the generation of value in our economic, social and environmental performance.

Telecom has been a member of the United Nations Global Compact since 2004 and complied with the 10 principles on human rights, quality of employment, environmental care and the fight against corruption. The Company’s commitment to comply with such principles is ratified every year and is part of its sustainability model.

We are leaders in an industry that is one of the pillars of the country’s social and economic development. As part of our sustainability strategy, we seek to play an active role in the community with programs that use technology as a tool for social inclusion and education, to promote the value of diversity and to generate climate-positive actions that reduce the impact of our operations on the environment.

PART I - ITEM 4 INFORMATION ON THE COMPANY	TELECOM ARGENTINA S.A.

Table of Contents In 2022 we developed and published our Sustainability Policy, to define a framework for the Company’s sustainable management, aligning the principles under which the activities are expected to be carried out. They include the aspects that make up our commitment to sustainability and relationships with all stakeholders. The document can be consulted at: https://institucional.telecom.com.ar/assets/files/sustainability/policies/Politica-Sustentabilidad-en.pdf. The contents of our website and our Sustainability Policy are not part of this Annual Report.

Sustainability management is based on three topics: ESG. These topics translate into the following lines of action:

●	Environmental Management: We protect the workplace and the environment.
●	Digital Business: We innovate in technology solutions, focusing on digital experience, security, and privacy.
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●	Social Commitment: We promote digital inclusion and the development of digital skills in the community through technology.
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●	Our People: We promote diversity and a culture of innovation and digital transformation in our work teams.
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●	Value Chain: We promote the implementation of sustainability practices among our suppliers.
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●	Ethics and Transparency: We ensure compliance with ethical and transparency standards.
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Our 2024 Sustainability Plan promoted good practices for all our stakeholders - community, employees, suppliers, environment, customers, and investors - seeking to enhance the contribution of Telecom’s social and environmental performance.

In relation to Social Commitment, Telecom has developed a social investment plan aimed at the community that is focused on the promotion of the use of technology as a tool for the community’s progress and growth. The plan currently includes three initiatives:

●	Digitalers: free programming courses for young people interested in developing their future in the technology industry;
●	Chicas digitalers (Digitalers Girls): free courses for young women aged 13-17 to introduce them to the world of technology and thus reduce the gender gap in the tech industry; and
---	---
●	Nuestro Lugar (Our Place): a program that promotes the responsible, safe and creative use of technology among children and teenagers, through cyber-citizenship and educational workshops at schools. It also includes teacher training for the use of technologies in the classroom.
---	---

Regarding Environmental Management, we have an environmental policy (https://institucional.telecom.com.ar/sustentabilidad/contenido-esg) that drives us to develop our business with an emphasis on environmental protection. The contents of our website and our environmental policy are not part of this Annual Report.

PART I - ITEM 4 INFORMATION ON THE COMPANY	TELECOM ARGENTINA S.A.

Table of Contents The policy seeks to mitigate the impact of our operations on natural resources and biodiversity, reduce greenhouse gas (“GHG”) emissions and the impact on climate change, promote a circular economy, foster clean technologies for sustainable development and ensure transparency with our stakeholders.

●

Climate Change: We are committed to achieving carbon neutrality in our operations and, to do so, we have developed a climate action strategy. This strategy includes a comprehensive measurement of the carbon footprint in its three scopes, in order to know precisely where the GHG emissions released into the atmosphere are located. From 2022, we report our carbon footprint to the Carbon Disclosure Project (“CDP”). The CDP seeks to collect information on GHG emissions from companies and uses an independent scoring methodology to measure corporate progress on climate change.

We also assessed the risks and opportunities arising from climate change according to the framework established by the Task Force on Climate-related Financial Disclosures (TCFD). During 2024, we completed a high-level analysis, and identified and prioritized the risks and opportunities that impact the business.

●	Circular Economy: We have a circular economy strategy (https://institucional.telecom.com.ar/assets/files/sustainability/policies/EconomiaCircularV4.pdf) based on three axes: operation, which includes the internal efficiency actions of our business; suppliers, whom we involve in sustainability criteria; and customers, making more sustainable business solutions available for them.
●	Cleantech: Cleantech is a term that refers to technologies that seek to reduce the impact of human activities on the environment. Through digital products and services, we offer clean technological solutions, aware of the sector’s responsibility to reduce its own emissions and to encourage the entire value chain to join forces to decarbonize the industry.
---	---
●	Biodiversity: In line with our commitment to the protection and conservation of biodiversity, the maintenance of ecosystem services and the sustainable management of natural resources, we have begun to align ourselves with the Taskforce on Nature-Related Financial Disclosures (TNFD) framework regarding our dependencies, impacts, risks and opportunities with nature.
---	---

During 2024, we continued to participate in investor reporting on ESG requirements and to learn about the latest trends in this subject through virtual conferences and webinars.

In addition, we trained our employees to learn more about ESG, identify critical points in sustainability management, and develop action plans to facilitate compliance with our commitments.

We have communicated these initiatives to our stakeholders through our Integrated Annual Report, which outlines our progress and challenges in building a sustainable business while creating value for stakeholders and society. Since 2020, we have reported on our ESG impacts through financial and non-financial information in this document, and since 2022, we have also integrated the annual corporate information required by the GCL.

The Integrated Annual Report complies with the international sustainability guidelines issued by the Global Reporting Initiative (“GRI”) and follows the guidelines defined by The International <IR> Framework. It details our contribution to the United Nations Sustainable Development Goals (“SDG”) and its 2030 Agenda and to the 10 principles of the United Nations Global Compact, as well as our compliance with International Standard ISO 26.000:2010. In addition, since 2011, we have submitted the Company’s indicators to an external assurance review.

PART I - ITEM 4 INFORMATION ON THE COMPANY	TELECOM ARGENTINA S.A.

Table of Contents MANAGEMENT OF CHURN

Churn refers to the termination of a mobile telephony, cable television or internet services customer’s account. The churn rate is determined by calculating the total number of disconnected customers of each of our mobile telephony, cable television and internet services over a given period as a percentage of the initial number of customers for such services as of the beginning of the applicable measurement period. We seek to enforce a strict disconnection policy, which provides for the disconnection of cable television services, internet services and mobile telephony services after a 95-day period of non-payment and delivery of a notice of disconnection.

REGULATORY AUTHORITIES AND FRAMEWORK

Our activities are affected by, and will continue to be affected by, among others, rules and regulations applicable in Argentina, Paraguay, Uruguay and United States, which we describe below.

REGULATORY AUTHORITIES

The regulatory authorities described below are primarily responsible for regulating the services we provide. Other authorities also have jurisdiction over different aspects of our operations, including, without limitation, antitrust authorities, the CNV, the public registry of commerce and tax authorities.

Argentina

In Argentina, the regulatory authority for the ICT services provided by the Company and certain subsidiaries is ENACOM. Through Decree No. 89/2024 dated January 26, 2024, the Argentine government ordered the intervention of ENACOM for a period of 180 consecutive days, which was extended through Decree No. 675/2024 until July 7, 2025, to redefine outdated regulations that hinder the technological progress, among other tasks. As of the date of this Annual Report, there have been no effects on the Company’s operations due to this intervention. The Company will continue to monitor the matter for any potential impacts.

Our subsidiary Micro Sistemas is registered as a PSP (Payment Service Providers) that offer payment accounts with registration for the functions of “acceptor” and “aggregator”, as an Interoperable Digital Wallet and as Other Non-Financial Credit Provider and is under the oversight of the BCRA. In addition, it is subject to the terms of “Financial Information Unit” (“FIU” - Unidad de Información Financiera) regulations for this type of operations, as it falls within the scope of the terms of Section 20 of Law No. 25,246 (as amended), which provides for the persons obliged to report to the FIU.

Paraguay

Our mobile telecommunications services in Paraguay are subject to the authority of the CONATEL. Our subsidiary Personal Envíos (which received authorization to operate as an Electronic Payment Company) is supervised by the Central Bank of Paraguay.

Uruguay

Our subsidiary Adesol is a related party of Bersabel S.A. and Visión Satelital S.A., entities that own licenses to provide subscription broadcasting services in Uruguay and are subject to the authority of the URSEC.

United States

Our fixed wholesale telecommunications operations in the United States are subject to the authority of the Federal Communications Commission.

PART I - ITEM 4 INFORMATION ON THE COMPANY	TELECOM ARGENTINA S.A.

Table of Contents REGULATORY FRAMEWORK

In Argentina, the provision of fixed and mobile telecommunications services, internet services and cable television services (subscription broadcasting services) are highly regulated, and the regulatory framework is continuously evolving. The regulatory framework applicable to our business includes:

●	LAD and its amendments;
●	Law No. 19,798 (to the extent it does not conflict with the LAD);
---	---
●	the Privatization Regulations, which regulated that process.
---	---
●	the Transfer Agreement;
---	---
●	the licenses for providing telecommunication services granted to Telecom and the List of Conditions and their respective regulations; and
---	---
●	current service regulations.
---	---

The Argentine Digital Law

The LAD provides for a single country-wide license and individual registration for information and communication technologies services (Licencia Única Argentina Digital). Pursuant to the LAD, licensees of ICT Services are required to set prices that (i) are fair and reasonable, (ii) cover the exploitation costs and (iii) tend to maximize the efficiency of the supply of these services while maintaining a reasonable operating margin. The LAD also amended the Universal Service (see “—Universal Service”), includes a declaration of public interest of the development of ICT and its associated resources in order to ensure complete neutrality of ICT networks and grant all users the right to access, use, send, receive or offer any content, application, service or protocol through internet without any restrictions or discrimination. The LAD allows licensees of ICT Services to provide subscription broadcasting services through physical or radio-electric link, including this service within its regulatory scope.

Decree No. 690/20 - Amendment to the LAD - Controversy

On August 22, 2020, the PEN issued Decree No. 690/20 (“Decree No. 690/20”), which has been ratified by the Argentine Congress under Law No. 26,122 and has been regulated through ENACOM Resolutions No. 1,466/20 and 1,467/20, through which, among other issues:

●	declared ICT Services as well as access to telecommunications networks for and between licensees as “essential and strategic competition public services”, and empowered ENACOM to ensure accessibility;
●	established that the prices of: (i) the essential and strategic competition public ICT Services, (ii) the prices of those services provided in accordance with the Universal Service and (iii)the prices of those services determined by ENACOM for public interest reasons, shall be regulated by ENACOM; and
---	---
●	ENACOM established the price and characteristics of each service of the ICT’s PBU.
---	---

The Company initiated legal proceedings before the Federal Court of Appeals on Administrative Litigation Matters challenging the constitutionality of Decree No. 690/20 and the aforementioned ENACOM Resolutions.

In this context, the Company sought a precautionary measure suspending the application of the aforementioned ENACOM regulations and Decree No. 690/20. On April 30, 2021, the Federal Court of Appeals for Administrative Matters decided by a majority to grant the requested injunction and ordered the suspension of the effects of Decree No. 690/20 and the ENACOM resolutions adopted pursuant thereto and their inapplicability to the Company. This injunction was initially granted for a period of six months and was extended for equal periods, the last extension being granted on February 20, 2024.

During 2022 and 2023, Chamber II of the Federal Court of Appeals on Administrative Litigation Matters confirmed the different instance resolutions.

During 2022 and 2023, PEN and ENACOM filed extraordinary appeals against the rulings favorable to the Company, which were denied by Chamber II of the Federal Administrative Court of Appeals.

PART I - ITEM 4 INFORMATION ON THE COMPANY	TELECOM ARGENTINA S.A.

Table of Contents It should be noted, as background, that the Supreme Court of Justice denied the appeals against the rulings issued by the Federal Administrative Litigation Chamber.

As supported by the preliminary injunctions granted, the Company, during the last three years, has increased the prices of its services in order to continue to match the increase in its costs due to inflation.

On November 17, 2023, Telecom was notified of the first instance ruling that resolves the nullity of Decree No. 690/20 and ENACOM Resolutions No. 1,466/20 and 1,467/20. Among the main arguments, and in order to resolve, the judge considered that the fact of establishing permanent measures through a Decree affects the principle of reasonableness between the purpose of the norm and the means used. By providing that private activity be removed from the private sector, it has an expropriation nature since acquired rights constitutionally protected by the Section 17 of the Argentine Constitution. Likewise, it concluded that the increase in costs due to the implementation of the PBU, together with the price freeze provided for by the Decree, are burdensome measures for licensees and potentially harmful for users which, contrary to the purpose sought by the norm, would result in in lower investment and lower quality of service, violating constitutionally protected rights. This decision was fully upheld by the Federal Administrative Court of Appeals on June 19, 2024.

On July 4, 2024, the PEN filed an extraordinary appeal against the Court of Appeals’ decision. In September 2024, the Second Chamber of the Federal Court of Appeal for Administrative Matters dismissed the extraordinary appeals filed by PEN and ENACOM.

The Federal Administrative Court No. 8 considered the case closed on October 16, 2024.

For further information, see “Item 4 —Regulatory Authorities and Framework—Significant 2024 Events—Decree No. 690/20 - Amendment to the LAD”

Separately, through Emergency Decree No. 302/24, the PEN repealed Decree No. 690/20. Furthermore, on June 25, 2024, through ENACOM Resolution No. 13/24, the ENACOM revoked the regulations that limited price increases for internet, mobile telephony, and cable television services.

Telecom’s License

According to the LAD, Telecom holds a non-expiring Unique Argentine Digital License (Licencia Única Argentina Digital), which allows Telecom to provide a wide range of fixed and mobile telecommunications services, internet accesses, subscription broadcasting services (by physical and/or radio electric link) and radio electric service of concentration of links.

UNIVERSAL SERVICE

The licensees of ICT Services are required to make contributions to the Universal Service Fiduciary Fund equivalent to 1% of the total accrued revenues from the provision of ICT Services, net of taxes and charges.

On September 3, 2020, ENACOM issued Resolution No. 721/20. Although several modifications were introduced, the new Universal Service Regulation maintains the contributions to the Universal Service Fiduciary Fund of licensees at the level of 1% of ICT’ total accrued revenues, as provided by the previous Regulation.

SPECTRUM 5G

Reliable and Intelligent Telecommunications Services (STeFI, for its Spanish acronym)

Through Resolution No. 1,289/2023, published in the Official Gazette on August 29, 2023, ENACOM’s Board allocated the frequency band between 3,600 and 3,700 MHz to the Fixed Service and to the Land Mobile Service, both with primary status, and established its use in time-division duplex (TDD) mode for the provision of STeFI on the use of 5G technology in the country, regulated by ENACOM Resolution No. 2,385/2022, whose objective was to establish the conditions of the service, the essential benefits and the minimum technological guidelines that guarantee its quality and efficiency.

PART I - ITEM 4 INFORMATION ON THE COMPANY	TELECOM ARGENTINA S.A.

Table of Contents Through Resolution No. 1,285/2023, published on the same date, ENACOM authorized the call for bids for the allocation of frequency bands for the provision of STeFI and approved the General and Particular Bidding Terms and Conditions for the Allocation of Frequency Bands from 3,300 to 3,600 MHz (“Bid Form”), divided into three lots of 100 MHz each. The base price for each lot was set at US$350 million.

On October 24, 2023, at the Auction held for the above-mentioned Bid, Telecom was awarded Lot 2 (3,400-3,500 MHz Band), equivalent to US$350 million which was paid in November 2023.

OTHER MATERIAL REGULATIONS

Argentina

Telecom is also subject to other material regulations in Argentina, such as the Regulation of ICT Services, the General Rules Governing ICT Service Customers, the Number Portability Regulation, General Rules Governing Interconnection and Access, Quality Rules for ICT Services, National Rules for Contingencies, International Roaming Agreement between Chile and Argentina, Infrastructure Sharing Regulation and Subscription Television Services Regulation, Regulatory Authority’s Penalty, among others.

Paraguay

In Paraguay, Núcleo has a license to provide mobile telecommunication services (STM and PCS), a license for the installation and provision of internet and data services throughout the country and a license to provide DATDH services. These licenses have been granted for renewable five-year periods. Personal Envíos is authorized by the Central Bank of Paraguay to operate as an Electronic Payment Company (EMPE), and its corporate purpose is restricted to such service.

Uruguay

In Uruguay, Adesol has contractual relationships with several licensees that provide subscription television services through various systems in such country.

On October 21, 2024, Law No. 20,383 repealed Law No. 19,307 and its associated regulatory decrees. This new law establishes a revised framework for the provision of radio, television and other audiovisual communication services in Uruguay.

For further information on the most relevant regulatory framework matters, see Note 2 to our Consolidated Financial Statements.

DISCLOSURE PURSUANT TO SECTION 219 OF THE IRAN THREAT REDUCTION AND SYRIA HUMAN RIGHTS ACT OF 2012 (ITRSHRA)

Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 added Section 13(r) to the Exchange Act, which requires a 34’ Exchange Act registrant to disclose in its annual or quarterly reports furnished to the SEC whether the issuer or any of its affiliates has knowingly engaged in certain activities, transactions or dealings with the government of Iran, relating to Iran or with designated natural persons or entities involved in terrorism or the proliferation of weapons of mass destruction during the period covered by the annual or quarterly report. Disclosure is required even when the activities were conducted outside the United States by non-U.S. entities and even when such activities were conducted in compliance with applicable law.

In accordance with our Code of Ethics and Conduct, we seek to comply with all applicable laws.

Activities relating to Iran

Commercial Agreements with International Carriers (fixed services):

During 2024, we have provided international telecommunications services agreements with international carriers (fixed services), which cover delivery of traffic to Iran through non-Iranian carriers.

PART I - ITEM 4 INFORMATION ON THE COMPANY	TELECOM ARGENTINA S.A.

Table of Contents We maintain commercial agreements with international carriers located in countries other than Iran, which permit those carriers to deliver traffic from Iran to our networks and from our networks to Iran.

Our total expenses under commercial agreements with international carriers regarding delivery of traffic to Iran were approximately US$3.25 as of December 31, 2024. During 2024, and regarding outgoing traffic, we have sent traffic to Iran only through Telecom Italia Sparkle S.p.A (Italy).

Regarding incoming traffic, we charge the relevant international carrier for traffic ending in our network. Consequently, we do not know the country of origin of such traffic.

Accordingly, our total payables and receivables from international carriers include balances arising from traffic related to Iran but it is not possible to segregate them. The outbound costs are wholly immaterial with respect to the Company’s consolidated operating expenses for the period presented.

Activities **** relating to the Designated Countries – Cuba, North Korea and Syria

In addition to the mandatory disclosure pursuant to ITRSHRA described above, our activities that directly or indirectly relate to the “Designated Countries” (countries designated by the U.S. Department of State as state sponsors of terrorism and are subject to U.S. economic sanctions and export controls), during 2024, were the following:

i. Roaming agreements (mobile services)

During 2024, Telecom Argentina and Núcleo, our subsidiary in Paraguay, maintained Roaming agreements with ETECSA Cuba.

Also, Núcleo maintains a Roaming agreement with MTN Syria. However, there is no billable traffic through this agreement or open balances.

We do not maintain any commercial relationship with North Korea.

As of December 31, 2024, revenues, expenses, receivables and payables related to roaming agreements were as follows:


		(In thousands of P)
Roaming agreements (mobile services)	****	Revenues	****	Expenses		****	Receivables		****	Payables		****
Cuba					180,652			43			105,443
Total	****		****		180,652	****		43	****		105,443
% of respective consolidated total amounts					0.0042	%		(a)			0.0229	%

All values are in US Dollars.

(a)Less than 0.001%.


		(In thousands of P in current currency)
Roaming agreements (mobile services)	****	Revenues	****	Expenses		****	Receivables		****	Payables		****
Cuba					226,948			43			105,443
Total	****		****		226,948	****		43	****		105,443
% of respective consolidated total amounts					0.0053	%		(a)			0.0229	%

All values are in US Dollars.

(a)Less than 0.001%.

ii.	Commercial Agreements with International Carriers (fixed services):

We also maintain commercial agreements with international carriers from countries other than the Designated Countries which permit those carriers to deliver traffic from the Designated Countries to our networks and from our networks to such countries.

PART I - ITEM 4 INFORMATION ON THE COMPANY	TELECOM ARGENTINA S.A.

Table of Contents We do not maintain any commercial relationship involving Syria, North Korea or Cuba.

Regarding outgoing traffic, during 2024, Telecom has sent traffic to the Designated Countries mainly through Ibasis, Express Teleservices, Latinatel, Vodafone and Cirion, among others.

Regarding incoming traffic, Telecom Argentina charges the relevant international carrier for traffic ending in Telecom’s network. Consequently, Telecom Argentina does not know the country of origin of such traffic, except for incoming traffic with ETECSA, which comes directly from Cuba. On May 1, 2022, the agreement with ETECSA (Cuba) was finalized.

Accordingly, our total payables and receivables from international carriers include balances arising from traffic related to the Designated Countries but it is not possible to segregate them, except for those balances with ETECSA, which are only related to Cuba.

As of December 31, 2024, revenues, expenses and payables from commercial agreements with the Designated Countries were as follows:


	****	December 31, 2024
		(In thousands of P)
Commercial Agreements with International Carriers (fixed services)		Revenues	****	Expenses		****	Payables		****
Cuba					—			12,017
Total	****		****		—	****		12,017
% of respective consolidated total amounts					(a)			0.0026	%

All values are in US Dollars.

(a)Less than 0.001%.

The figures described in the table above are wholly immaterial with respect to the Company’s Consolidated Financial Statements.

CAPITAL EXPENDITURES AND RIGHTS OF USE ASSETS

The following table sets forth our capital expenditures for each of the years ended December 31, 2024, 2023 and 2022:


	****	Year ended December 31,
		2024		****	2023	****	2022
					(P million)
Real estate			48					2,400
Switching equipment			1,071					14,919
Mobile network access, external wiring & transmission			185,239					155,917
Computer equipment and software			97,913					145,168
Construction in progress			101,639					167,512
Materials			116,812					264,023
Other			22,218					64,297
Subtotal tangible capital expenditures			524,940					814,236
Licenses			489					9,142
Incremental Cost from the acquisitions of contracts			9,130					22,534
Other			34,792					10,355
Subtotal intangible capital expenditures			44,411					42,031
Total capital expenditures in PP&E and intangible assets			569,351					856,267
Right of use assets			237,298					142,387
Total capital expenditures in PP&E and intangible assets and Right of use assets			806,649					998,654

All values are in US Dollars.

PART I - ITEM 4 INFORMATION ON THE COMPANY	TELECOM ARGENTINA S.A.

Table of Contents Our capital expenditures were P$806,649 million in 2024, P$1,238,675 million in 2023 and P$998,654 million in 2022, and represented 19.5%, 27.6% and 20.2% of our consolidated revenues, respectively. We estimate that our capital expenditures in 2025 will be approximately P$946,963 million, without considering the Telefónica Móviles acquisition described under “Item 4—Information on the Company—Recent Developments—Acquisition of Telefónica Móviles.” See “Item 5—Operating and Financial Review and Prospects—Liquidity and Capital Resources—Capital Expenditures”.

We expect to finance these expenditures through cash flows generated by our operations and financing provided by third parties.

PP&E

As detailed below, our principal physical properties consist of transmission equipment, access facilities, outside plant (external wiring) and switching equipment. These assets are, at present, mainly located throughout AMBA and the Northern Region. Some of our assets are located in areas that may be subject to natural disasters and severe weather, and which may be adversely affected in the future by climate change.

We believe that our assets are, and for the foreseeable future will be, adequate and suitable for their respective uses. The table below shows the carrying the amount of PP&E:


	****	As of December 31, 2024
		ICT Services in	****			****
		Argentina		Other segments			Total^(1)^
		(P million)
Real estate					3,194			714,227
Switching equipment					29,252			175,247
Mobile network access, external wiring & transmission					107,968			2,124,971
Computer equipment and software					10,776			361,851
Construction in progress					10,660			159,286
Materials					16,414			355,056
Others					40,523			485,873
Total PP&E, net carrying value	****		****		218,787	****		4,376,511

All values are in US Dollars.

(1)	Excluding valuation allowance for obsolescence and impairment of materials for P$32,261 million and impairment of PP&E for P$13,742 million.

All the above-mentioned assets were used to provide services to our customers.

As of December 31, 2024, we have entered into purchase commitments relating to PP&E totaling P$189,654 million. Our current major suppliers of PP&E are Huawei International Co. Limited, Huawei Tech Investment Co. LTD Argentina, IATEC S.A., Minerva Networks Italia S.R.L., Newsan S.A., Shenzhen Skyworth Digital technology Co. LTD, Commscope Technologies LLC, Radio Victoria TCL ARG S.A., Corning Optical Communications LLC and Nokia Solutions and Networks OY.

ITEM 4A. UNRESOLVED STAFF COMMENTS

None.

PART I - ITEM 4 INFORMATION ON THE COMPANY	TELECOM ARGENTINA S.A.

Table of Contents ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

You should read the following discussion in conjunction with the rest of this Annual Report, in particular, the sections “Presentation of Financial Information,” “Item 4 —Information on the Company” and the Consolidated Financial Statements, including the notes to those financial statements, which appear elsewhere in this Annual Report. Our Consolidated Financial Statements have been prepared in accordance with IFRS Accounting Standards as issued by the IASB. The following discussion and analysis are presented by the Management of our company and provide a view of our financial condition, operating performance and prospects from the Management’s perspective. The strategies and expectations referred to in this discussion are considered forward-looking statements and may be strongly influenced or changed by shifts in market conditions, new initiatives that we implement and other factors. Since much of this discussion is forward-looking, you are urged to review carefully the factors referenced elsewhere in this Annual Report that may have a significant influence on the outcome of such forward-looking statements. We cannot provide assurance that the strategies and expectations referred to in this discussion will come to fruition. Forward-looking statements are based on current plans, estimates and projections, and therefore, you should not rely solely on them. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update any forward-looking statements in light of new information or future events. Forward-looking statements involve inherent risks and uncertainties, most of which are difficult to predict and are generally beyond our control. We caution you that a number of important factors could cause actual results or outcomes to differ materially from those expressed in, or implied by, the forward-looking statements. Please refer to “Forward-Looking Statements,” “Item 3—Key Information—Risk Factors” and “—Trend Information” below for descriptions of some of the factors relevant to this discussion and other forward-looking statements in this Annual Report.

Management Overview

At Telecom, we operate with a global vision, integrating sustainability into every aspect of our business. We recognize the role of technology in addressing social and environmental demands, and this perspective continues to shape our strategic direction.

We continue to advance our business strategy by focusing on the digital transformation of society and strengthening our position as a tech company in the region. This is reflected in the ecosystem of digital products, services, and solutions we provide to individuals, households, businesses, institutions, and governments.

Our commitment to digitalization drives continuous innovation. We have adopted agile, collaborative, and efficient methodologies to enhance our operations and strengthen our workforce. More than 19,900 individuals drive our transformation; their talent and commitment fill us with immense pride.

This year, we extended beyond connectivity by enhancing our digital solutions in areas such as Fintech Services, cybersecurity, entertainment, IoT, and smarthome solutions, under our brands Personal, Flow, and Telecom, as well as Personal Pay, which has continued to establish its presence in the competitive digital wallet market.

We also launched OpenXpand, a digital platform designed to facilitate the adoption of Open Gateway in Latin America. This initiative reinforces our position as a regional technology leader, by offering scalable, secure, and fully digital solutions for operators and developers, consolidating our leadership and strengthening our value proposition.

We continue to strengthen Argentina’s first 5G network, with more than 260 sites across Argentina’s major cities, led by Personal 5G. This progress not only strengthens our connectivity infrastructure but also underscores our commitment to the digital development of the country and its future opportunities.

We continue to advance in sustainability initiatives, integrating digitalization into our ESG practices. Through free programs connecting education with technology, we promote digital inclusion and aim to expand access to digital tools to improve quality of life.

In line with our environmental commitments, we have defined a roadmap to achieve carbon neutrality by 2050. Energy efficiency, present in the use of technologies such as cloudification, virtualization, Gen AI and automation, and the increase in the use of renewable energies, are some of the practices we develop, in addition to advances in the circular economy and cleantech solutions.

PART I - ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS	TELECOM ARGENTINA S.A.

Table of Contents One of the highlights of 2024 was the 30th anniversary of Telecom’s listing on the NYSE. As the only Argentine tech company with three decades of uninterrupted presence in this market, we reaffirm our financial strength and strategic vision, transitioning from a traditional telecommunications provider to a regional digital company.

Nonetheless, 2024 presented significant challenges, particularly in terms of financial sustainability. During the year, we issued Notes for US$1,007 million, including the issuance of Class 21 Notes for US$817 million, which allowed us to repay part of our bank loans, improving financing costs and terms. See “—Liquidity and Capital Resources—Sources and Uses of Funds.” This was made possible by the confidence of both domestic and international markets in our financial position and business strategy. Additionally, during 2024, we distributed non-cash dividends for an aggregate of P$115,725 million (P$118,854 million in current currency as of December 31, 2024).

We remain confident in Argentina’s potential economic recovery and emphasize the need for regulatory and tax incentives to promote investment in the ICT industry.

Our achievements would not be possible without the support of our customers, who choose us every day. We deeply thank them and renew our commitment to continue delivering high-quality services, products, and solutions that enhance their digital experience.

Consolidated revenues in 2024 amounted to P$4,137,596 million as compared to P$4,483,972 million in 2023 and P$4,944,819 million in 2022. The decrease of P$346,376 million in 2024 (a 7.7% decrease) was mainly due to the fact that the inflation rate for the last twelve months amounted to 117.8% and the Company (and other competitors in the ICT industry) did not transfer the totality of this inflation to its prices. The decrease of P$460,847 million in 2023 (a 9.3% decrease) was mainly due to the fact that the inflation rate for the last twelve months amounted to 211.4% and the Company (and other competitors in the ICT industry) did not transfer the totality of this inflation to its prices.

Net income in 2024 amounted to P$1,033,252 million as compared to a net loss of P$543,727 million and a net loss of P$1,394,512 million in 2023 and 2022, respectively. Net income for 2024 increased by P$1,576,979 million as compared to 2023.

For a detailed analysis of our results of operations for fiscal year 2024, see “—Years ended December 31, 2024, 2023 and 2022” below. For a discussion of the factors that may affect our results of operations see “Item 3—Key Information—Risk Factors” and “—Years ended December 31, 2024, 2023 and 2022—Factors Affecting Results of Operations” and “—Trend Information” below.

Non-IFRS Accounting Standards Measures

The following discussion and analysis summarizes relevant measures of results of operations presenting items by nature. The Company believes that the presentation of the measures “Adjusted EBITDA”, “Operating Working Capital”, “Net Current Financial Liability” and “Working Capital” provide investors and financial analysts with appropriate information that is relevant to understanding the Company’s past and present performance and liquidity as well as our projections of future performance and liquidity. Moreover, Adjusted EBITDA is one of the key performance measures used by Management for monitoring the Company’s profitability and financial position, at consolidated levels. For more information on the use of Adjusted EBITDA and reconciliation of net income/(loss) to Adjusted EBITDA, see “—(A) Consolidated Results of Operations—Adjusted EBITDA.” Also, for more information on the use of Operating Working Capital, Net Current Financial Liability and Working Capital and reconciliation of these measures, see “—Liquidity and Capital Resources—Liquidity—Working Capital.”

Years ended December 31, 2024, 2023 and 2022

For purposes of these sections, the fiscal years ended December 31, 2024, 2023 and 2022 are referred to as “2024,” “2023” and “2022,” respectively.

Our results of operations are determined in accordance with IFRS Accounting Standards as issued by the IASB. Telecom provides customers with a broad range of telecommunication services. To fulfill its purpose, Telecom conducts different activities distributed among the companies in the Group. For further information about our main products and services, see “Item 4—The Business—Main Products and Services”.

PART I - ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS	TELECOM ARGENTINA S.A.

Table of Contents Factors Affecting Results of Operations

Described below are certain factors that may be helpful in understanding our operating results. These factors are based on the information currently available to our Management and may not represent all the factors that are relevant to an understanding of our current or future results of operations. See also “Item 3—Key Information—Risk Factors”. Additional information regarding trends expected to influence our results of operations is analyzed below under “Trend Information”.

The Argentine Economy

Although a significant portion of our financial liabilities are denominated in foreign currencies, a substantial majority of our assets, operations and customers are located in Argentina. Accordingly, our financial condition, results of operations and cash flows depend to a significant extent on economic and political conditions prevailing in Argentina. The Argentine government has exercised and continues to exercise significant influence over many aspects of the Argentine economy. Accordingly, Argentine governmental actions concerning the economy could significantly affect private sector entities in general and our operations in particular, as well as affect market conditions, prices and returns on Argentine securities, including our outstanding securities and our shares. Our operating results, financial condition and cash flows have been and will be affected by fluctuations in the Argentine economy. For more information on these macroeconomic and political conditions, see “Item 3—Key Information—Risk Factors—Risks Relating to Argentina”.

During 2021, the economy started to recover and experienced a growth of approximately 10.3% as compared to 2020.

Since 2022, the global economy has tended to decelerate. With core inflation persisting in many advanced economies and easing in many emerging ones, central banks in the former maintained or even raised benchmark interest rates, while those in the latter began to reduce them, especially in Latin America. This impacted capital flows to emerging economies, which lost momentum.

Economic activity in Argentina contracted throughout 2024. The GDP decreased by 5.2% in the first quarter, 1.7% in the second quarter, and 2.1% in the third quarter of 2024, compared to the same quarters of previous years.

In 2024, public spending declined significantly compared to 2023. According to the latest GDP estimates, it was recorded a primary surplus of 1.8% of GDP and a financial surplus of 0.3% of GDP. This fiscal surplus resulted from measures implemented by the new administration to streamline public sector accounts, reduce monetary issuance, and lower inflation. As of December 31, 2024, the Argentine Peso depreciated by 27.7% against the U.S. dollar compared to December 31, 2023, while inflation reached 117.8%.

In 2024, the trade balance recorded a surplus of US$18,899 million. Argentina’s exports totaled US$79,721 million, reflecting a 19.4% increase, while imports amounted to US$60,822 million, representing a 17.5% decrease.

Regarding external debt, following the restructuring of Argentina’s foreign-currency denominated debt in 2020 (including foreign-law governed debt and bonds governed by Argentine law), the Argentine government reached an agreement with the IMF on a new program. On January 28, 2022, the IMF and the Argentine government reached an understanding on certain key policies as part of their ongoing discussions on an IMF-supported program. On March 4, 2022, the Argentine government reached a staff-level agreement with the IMF and a bill was sent to the Argentine Congress. During March 2022, the Senate approved the agreement between Argentina and the IMF. As of June 13, 2024, the IMF Executive Board and the Argentine authorities reached a staff-level agreement on the first to the eighth reviews under the extended fund facility arrangement. The decision of the Executive Board enables disbursements to support the significant efforts of the new Milei administration to restore macroeconomic stability. As of December 31, 2024, Argentina’s country risk stood at 635 points.

PART I - ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS	TELECOM ARGENTINA S.A.

Table of Contents

Effect of Inflation

Pursuant to IAS 29, the financial statements of entities whose functional currency is that of a hyperinflationary economy must be restated. IAS 29 does not prescribe when hyperinflation arises but includes several factors of hyperinflation. Since July 1, 2018, Argentina has been categorized as a hyperinflationary country, since certain macroeconomic indicators and events during 2018 evidenced that the qualitative and quantitative factors identified in IAS 29 (the quantitative factor being when the country’s projected three-year cumulative inflation rate exceeds 100%) were satisfied. Therefore, we have restated our Consolidated Financial Statements and the financial information in current Argentine Pesos as of December 31, 2024, for all the periods reported in this Annual Report based on certain price indexes to consider the effect of inflation in Argentina. See “Item 3—Key Information—Risk Factors—Risks Relating to Argentina—Inflation is high and could accelerate further, causing adverse effects on the economy and negatively impacting Telecom’s margins and/or ratios,” and Note 1.d) to our Consolidated Financial Statements.

The CPI index has registered an increase of 117.8%, 211.4% and 94.8% on a year-over-year comparison for 2024, 2023 and 2022, respectively. See Note 1.d) to our Consolidated Financial Statements.

The financial information issued for comparative purposes must also be presented in the current currency as of December 31, 2024 and must be restated using the annual index of the current year.

As a result of applying the comprehensive inflation restatement, the Company will record an increase in the value of non-monetary items, such as Fixed Assets with an impact on deferred taxes and an increase in the Company’s equity, including shareholders’ contributions.

Income Tax Inflation Adjustment

In accordance with the provisions of the regulations in force in the Income Tax Law, the Company applies the income tax inflation adjustment set out in Title VI of the income tax law since fiscal year 2019, as that is the year the variation of the required CPI was verified.

On December 1, 2022, Law No. 27,701 was enacted, which provided that taxpayers who determine a positive inflation adjustment in the first and second fiscal years beginning on January 1, 2022, may allocate one-third in that fiscal period and the remaining two-thirds in equal parts to the two immediately following fiscal periods. Said computation will proceed for those subjects who make investments in the purchase, construction, manufacture, elaboration or import of Fixed Assets (except automobiles) during each of the two immediate fiscal periods following the computation of the first third, for an amount greater than or equal to P$30 billion. As the Company has invested over P$30 billion per year in 2023 and 2024 and plans to continue doing so in 2025, it has determined the tax inflation adjustment as of December 31, 2022 and 2023 by imputation, as provided for in Law No. 27,701.

Additionally, the update of the cost of several assets in case of disposal and the update of computable depreciation of Fixed Assets, to all acquisitions or investments made in fiscal years beginning on January 1, 2018, based on changes in the CPI was generally established.

Accordingly, and pursuant to a comprehensive interpretation of applicable regulations, the Company recognized the corresponding accounting impact, that amounted to a loss of P$893,014 million as of December 31, 2024.

Effects of Fluctuations in Exchange Rates between the Argentine Peso and the U.S. dollar and other major foreign currencies

According to exchange rate information published by the Banco de la Nación Argentina, the Argentine Peso depreciated by 27.7% against the U.S. dollar during the year ended December 31, 2024 (compared to 356.3% and 72.5% in the years ended December 31, 2023, and 2022, respectively).

PART I - ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS	TELECOM ARGENTINA S.A.

Table of Contents Since September 2019, following the economic instability and the significant devaluation of the Argentine Peso that took place after the primary elections, foreign exchange controls and restrictions to the transfer of currency abroad were reinstated. The previous Fernández administration sought to prevent additional demand for foreign currency by maintaining and reinforcing exchange controls (i.e., the imposition of higher taxes on the acquisition of foreign currency, among others). In response to these measures, several parallel U.S. dollar trading markets developed in which the Argentine Peso-U.S. dollar exchange rate differ substantially from the official Argentine Peso-U.S. dollar exchange rate.

The Milei administration has stated its intention to implement policies aimed at modifying Argentina’s macroeconomic conditions. In this regard, the BCRA announced the transition to a new macroeconomic stability framework, establishing a 2% monthly sliding path of the official exchange rate (this rate was adjusted to 1% during 2025). Additionally, the Relevamiento de Expectativas de Mercado (“REM”), published by the BCRA on February 6, 2024, estimated an annual inflation of 227 % for the year 2024. However, the effective inflation rate for 2024 was 117.8%. According to the REM, inflation for 2025 is projected to be approximately 25%.

See “Item 10—Additional Information—Foreign Investment and Exchange Controls in Argentina.” and “Item 3—Key Information—Risk Factors—Risks Relating to Argentina—Devaluation of the Argentine Peso and foreign exchange restrictions may adversely affect our results of operations, our capital expenditures and our ability to service our liabilities and pay dividends”.

The majority of our revenues are in Pesos whereas a portion of the costs regarding materials and supplies related to the construction and maintenance of our networks and services are incurred in foreign currencies. Also, the high level of competition limited our ability to transfer to our customers the fluctuations in the exchange rates between the Peso and the U.S. dollar and other major foreign currencies. In addition, any devaluation of the Peso against foreign currencies may increase operating costs (partially offset by the increase of revenues in foreign currencies), capital expenditures and the cost of debt, which will adversely affect our results of operations, considering the net effect on revenues and costs. Additionally, any significant devaluation of the Peso will result in an increase in the cost of servicing our debt and, therefore, may have a material adverse effect on our results of operations. See “Item 3—Key Information—Risk Factors—Risks Relating to Argentina— Devaluation of the Argentine Peso and foreign exchange restrictions may adversely affect our results of operations, our capital expenditures and our ability to service our liabilities and pay dividends”.

The following tables show, for the periods indicated, certain information regarding the exchange rates for U.S. dollars, expressed in nominal Pesos per dollar (ask price published by Banco de la Nación Argentina). See “Item 10—Additional Information—Foreign Investment and Exchange Controls in Argentina”.


	****	Average^(1)^		****	End of Period
Year Ended December 31, 2022			130.87			177.16
Year Ended December 31, 2023			295.29			808.45
Year Ended December 31, 2024			916.17			1,032.00
February 2025 (through February 24, 2025)			—			1,061.00
(1)	Yearly data reflect average of month-end rates.
---	---

Source: Banco de la Nación Argentina

Internal Growth

A monthly operational measure used in our services is ARPU, which we calculate by dividing adjusted total service revenues by the average number of customers during the period. ARPU is not a measure calculated in accordance with IFRS Accounting Standards and our measure of ARPU may not be calculated in the same manner as similarly titled measures used by other companies. Certain components of service revenues are excluded from ARPU calculations presented in this Annual Report. Management believes this measure is helpful in assessing the development of the customer base of our services.

PART I - ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS	TELECOM ARGENTINA S.A.

Table of Contents The following table shows certain information regarding calculation of ARPU as of the dates specified:


	2024	****	2023	****	2022
Number of fixed telephony services lines (millions) (1)	2.7		3.2		3.2
Number IP fixed telephony services lines (millions)	1.9		1.5		1.1
ARPU in Argentina (in P/month) (national + international) (2)	9,053.4		9,157.2		9,789.9
Internet access (millions)	4.3	****	4.4	****	4.4
Argentina’s customers (millions)	4.0		4.1		4.1
Núcleo’s customers (millions)	0.3		0.3		0.3
ARPU Internet in Argentina (in P/month) (2)	20,418.6		18,883.6		20,699.3
Mobile telephony services lines (millions)	24.2		23.3		22.4
Argentina’s customers (millions)	21.6		21.0		20.2
ARPU Mobile in Argentina (in P/month) (2)	5,960.0		6,655.1		7,477.1
MBOU Mobile in Argentina (in Mb per user/month)	6,557.9		5,754.7		5,185.2
Núcleo’s customers (millions)	2.6		2.3		2.2
ARPU Núcleo’s (in P/month) (3)	4,954.0		5,825.4		6,057.7
MBOU Núcleo (in Mb per user/month)	8,236.0		8,788.6		8,763.8
Cable TV customers (million)	3.4	****	3.4	****	3.5
Argentina’s customers (millions)	3.2		3.1		3.3
Núcleo’s customers (millions)	0.1		0.2		0.1
Uruguay’s customers (millions)	0.1		0.1		0.1
ARPU Cable TV in Argentina (in P/month) (2)	13,792.3		18,708.5		20,390.7
Fintech Services users (million)	4.6	****	2.0	****	—
Argentina’s users (millions)	3.6		2.0		—
Paraguay’s users (millions)	1.0		—		—

All values are in US Dollars.

(1)Includes lines customers own usage, public telephony, Integrated Services Digital Network (“ISDN”) channels and Fibertel IP lines.

(2)	Includes restatement in current currency as of December 31, 2024, for further information please see “—Years ended December 31, 2024, 2023 and 2022-Consolidated Results of Operations below”
(3)	Includes P$1,010.6, P$4,473.2 and P$5,437.2 related to the restatement in current currency as of December 31, 2024, for the years ended December 31, 2024, 2023 and 2022, respectively.
---	---

Price of services

The LAD established that licensees of ICT services may freely set their prices provided such prices are fair and reasonable, to offset the costs of operation and to tend to the efficient supply and reasonable margin of operation. However, ENACOM is entitled to observe the prices we set if it understands that they do not comply with the provisions of Section 48 of the LAD. If prices were observed and we are forced to reduce them, our operating margins may be negatively affected.

On August 22, 2020, the PEN issued Decree No. 690/20, which amended the LAD. Decree No. 690/20 declared as “Essential Public Services and of Strategic Competition” the ICT services (which include fixed and mobile telephony, cable television and internet services) and the access to telecommunication networks for and between licensees, and empowered ENACOM to guarantee their accessibility.

In this context, the Company requested a precautionary measure to suspend the application of the aforementioned ENACOM regulations and Decree No. 690/20 which was in force during 2022, 2023 and 2024, until Decree No. 690/20 was considered unconstitutional and nullified during October 2024.

For more information on Decree No. 690/20 and its regulating resolutions, see “Item 4 —Regulatory Authorities and Framework— Decree No. 690/20 - Amendment to the LAD - Controversy”.

The impact of the service price adjustments on our results of operations is particularly relevant as a result of inflationary pressures on our cost structure. If we are unable to adjust the prices of the services we provide based on inflation rates, our results of operations will be adversely affected.

PART I - ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS	TELECOM ARGENTINA S.A.

Table of Contents Competition

The fixed and mobile telephony, cable television and internet businesses are competitive. We need to make significant investments to refurbish and maintain our existing network infrastructure to comply with regulatory obligations and remain competitive with respect to the quality of our services. For more information, see “Item 4- The Business- Main Products and Services”.

Technology Developments and Capital Expenditures

Improvements in technology influence our customers’ demand for services and equipment. For example, demand for fixed-line telecommunications services has been affected by continued significant growth in the mobile business. Growth in the telephony as well as cable television services businesses at present is being affected by the expansion of Broadband for individuals and corporations and our continuous updating of commercial and support systems. The increase in Broadband adoption has also proven to be a critical factor in facilitating the offering of Value Added Services to customers and the combination of products made available to customers.

In internet services, we must constantly upgrade our access to technology and software, embrace emerging transmission technologies and improve the responsiveness, functionality, coverage and features of our services.

In the mobile business, to provide customers with new and better services, Telecom must enhance its mobile networks extending 4G/4G+ technology and bandwidth for mobile data transmission. Moreover, Telecom is developing an LTE infrastructure expeditiously, in response to regulatory requirements and development in the market for mobile services. For more information regarding our LTE infrastructure developments, please see “Item 4—The Business—Mobile Telecommunications Services—Network and Equipment” and “Item 5—Liquidity and Capital Resources—Capital Expenditures.” We are continuing with the deployment and expansion of 5G technology that will allow us to expand our product portfolio and meet market demands in the future.

In addition, as new technologies develop, equipment may need to be replaced or upgraded, and network facilities (in particular, mobile and internet network facilities) may need to be rebuilt in whole or in part, at substantial cost, to remain competitive. These enhancements and the implementation of new technologies will continue requiring increased capital expenditures. See “Item 4—Information on the Company—Capital Expenditures” and “Item 5—Operating and Financial Review and Prospects—Liquidity and Capital Resources—Capital Expenditures”.

PART I - ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS	TELECOM ARGENTINA S.A.

Table of Contents Tax pressures and litigation

Local municipalities in the regions where we operate have introduced regulations and proposed various taxes and fees for the installation of infrastructure, equipment and expansion of fixed-line and mobile networks. Local and federal tax authorities have brought an increasing number of claims against us. We disagree with these proceedings and are generally contesting them. Also, jurisprudential changes in labor and pension matters have generated higher claims from employees and former employees and increased claims from employees of a contractor or subcontractor alleging joint liability. We cannot assure you that current laws and regulations applicable to the economy generally or specifically to the telecommunications industry will not become more burdensome, that the claims will be resolved in our favor, or that any changes to the existing laws and regulations will not adversely affect our business, financial condition, results of operations and cash flows as well.

(A)	Consolidated Results of Operations

For 2024, we reported a net income of P$1,033,252 million, compared to a net loss of P$543,727 million in 2023 and a net loss of P$1,394,512 million in 2022. Net income for 2024 increased by P$1,576,979 million compared to 2023, while the net loss for 2023 decreased by P$850,785 million compared to 2022.

Consolidated revenues in 2024 amounted to P$4,137,596 million as compared to P$4,483,972 million in 2023. The decrease of P$346,376 million in 2024 (a 7.7% decrease) was mainly due to the fact that the inflation rate for the last twelve months amounted to 117.8% and the Company (and other competitors in the ICT industry) did not transfer the totality of this inflation to its prices. The decrease of P$460,847 million in 2023 (a 9.3% decrease) was mainly due to the fact that the inflation rate for the last twelve months amounted to 211.4% and the Company (and other competitors in the ICT industry) did not transfer the totality of this inflation to its prices.

In 2024, operating costs (including depreciation, amortization and impairment of Fixed Assets) amounted to P$4,284,063 million, representing a decrease of P$472,255 million, or 9.9% as compared to 2023. The decrease in operating costs in 2024 was mainly due to lower Depreciation, amortization and impairment of Fixed Assets costs. In 2023, operating costs (including depreciation, amortization and impairment of Fixed Assets) amounted to P$4,756,318 million, representing a decrease of P$2,188,592 million, or 31.5% as compared to 2022. The decrease in operating costs in 2023 was mainly due to the Goodwill impairment recognized during the year 2022 of P$1,654,398 million. For additional information regarding the impairment of Goodwill, see Note 3.u.1) to our Consolidated Financial Statements.

Telecom carries out its activities in Argentina and abroad (Paraguay, Uruguay, the United States and Chile). These operations are not analyzed as a separate segment by the Executive Committee and the CEO, who analyze the consolidated information from Telecom Argentina and its ICT services subsidiaries (in currency of the transaction’s dates) treating all operations as a single segment. Additionally, Telecom, through Micro Sistemas, develops activities in the fintech industry in Argentina. The operations that Telecom develops through Micro Sistemas, and those developed abroad, are not analyzed as a separate segment by the Executive Committee and the CEO, considering that they are not considered as individually significant. These operations do not meet the aggregation criteria established by the standard to be grouped within the “ICT Services in Argentina” segment and considering that they do not exceed any of the quantitative thresholds identified in the standard to qualify as reportable segments, they are grouped within the category “Other segments”.

PART I - ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS	TELECOM ARGENTINA S.A.

Table of Contents Since operations of Fintech Services and abroad are not material, the explanations set forth below reflect mainly developments and information attributable to our ICT services in Argentina.

(A.1) 2024 Compared to 2023


	****	Year ended
		December 31,
		2024	2023		Total Change
	****	(P million)			%		(P$ million)
Revenues		4,137,596	4,483,972		(7.7)		(346,376)
Operating costs (without depreciation, amortization and impairment of Fixed Assets)		(2,972,719)	(3,222,258)		(7.7)		249,539
Depreciation, amortization and impairment of Fixed Assets		(1,311,344)	(1,534,060)		(14.5)		222,716
Operating loss		(146,467)	(272,346)	****	(46.2)	****	125,879
Losses from associates and joint ventures		(11,474)	(4,111)		n/a		(7,363)
Financial results from borrowings		1,455,571	(1,381,290)		n/a		2,836,861
Other financial results, net		144,776	377,419		(61.6)		(232,643)
Income tax (loss) benefit		(409,154)	736,601		n/a		(1,145,755)
Net income (loss)		1,033,252	(543,727)	****	n/a	****	1,576,979
				****		****
Net income (loss) attributable to:
Telecom Argentina (Controlling Company)		1,012,404	(561,242)		n/a		1,573,646
Non-controlling interest		20,848	17,515		19.0		3,333

Adjusted EBITDA^(1)^		1,164,877	1,261,714		(7.7)		(96,837)

All values are in US Dollars.

(1)

Adjusted EBITDA is a non-GAAP measure, defined as our net (loss) income less income tax, financial results (Financial results from borrowings and other financial results, net), earnings (losses) from associates and joint ventures, and depreciation, amortization and impairment of Fixed Assets. For further information on the use of Adjusted EBITDA, see “Item 5— Operating and Financial Review and Prospects—Adjusted EBITDA”.

In 2024, net income amounted to P$1,033,252 million, representing 25% of consolidated revenues. The increase in net income in 2024 compared to 2023 was mainly due to an increase in positive financial results of P$2,604,218 million, partially offset by an increase in income tax loss of P$1,145,755 million.

In 2024, Adjusted EBITDA totaled P$1,164,877 million, representing 28.2% of consolidated revenues. The decrease in 2024 compared to 2023 was mainly due to a decrease in consolidated revenues of P$346,376 million, partially offset by the decrease in operating cost (without depreciation, amortization and impairment of Fixed Assets) of P$249,539 million.

PART I - ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS	TELECOM ARGENTINA S.A.

Table of Contents Revenues


	****	Year ended
		December 31,
		2024	2023		Total Change
	****	(P million)			%		(P$ million)
Mobile Services		1,679,334	1,806,462		(7.0)		(127,128)
Internet Services		1,057,015	979,727		7.9		77,288
Cable Television Services		600,134	791,281		(24.2)		(191,147)
Fixed and Data Services		501,206	531,363		(5.7)		(30,157)
Other services revenues		46,369	41,593		11.5		4,776
Services Revenues		3,884,058	4,150,426	****	(6.4)	****	(266,368)
Equipment revenues		253,538	333,546		(24.0)		(80,008)
Revenues		4,137,596	4,483,972	****	(7.7)	****	(346,376)

All values are in US Dollars.

During 2024, total consolidated revenues decreased by 7.7%, amounting to P$4,137,596 million compared to P$4,438,972 million in 2023.

Despite increased demand for services, consolidated revenues decreased mainly due to the 117.8% inflation rate over the past twelve months, as the Company and other competitors in the ICT industry did not transfer the totality of this inflation to its prices.

Services revenues amounted to P$3,884,058 million in 2024, decreasing 6.4% as compared to P$4,150,426 million in 2023 and represented 93.9% of consolidated revenues. Equipment revenues amounted to P$253,538 million in 2024 as compared to P$333,546 million in 2023 and represented 6.1% of consolidated revenues.

The effect generated by the restatement in current currency as of December 31, 2024, increased consolidated revenues by P$723,877 million and P$3,354,142 million in 2024 and 2023, respectively.

Consolidated revenues for 2024 and 2023 are comprised as follows:

Mobile Services

Mobile services revenues in 2024 amounted to P$1,679,334 million (a decrease of P$127,128 million or 7.0% as compared to 2023), being the principal contributor to our total services revenues for 2024 (43.2% of consolidated services revenues in 2024 as compared to 43.5% in 2023). Mobile internet services revenues represented 95% of the mobile services revenues as of December 31, 2024 and 2023.

The effect generated by the restatement in current currency as of December 31, 2024, included in Mobile services revenues amounted to P$293,622 million and P$1,351,841 million in 2024 and 2023, respectively.

Mobile services revenues in Argentina amounted to P$1,534,634 million (a decrease of P$126,996 million as compared to 2023). This decrease was mainly due to a 10.4% decrease in the ARPU, partially offset by a 3.0% increase in the number of customers.

Personal’s ARPU amounted to P$5,960.0 as of December 31, 2024 (compared to P$6,655.1 as of December 31, 2023). This decrease was mainly explained by the fact that, as a consequence of the 117.8% inflation in Argentina, the Company (and other competitors in the ICT industry) was unable to increase its prices during 2024 to the same extent as the increase in inflation (the effect generated by the restatement in current currency as of December 31, 2024 included in ARPU amounted to P$1,026.0 and P$4,981.4 as of December 31, 2024 and 2023, respectively). Additionally, the decrease in ARPU is also explained by the fact that we granted greater discounts to customers in order to maintain the customer base, considering the intense competition in the market and an increase in customers of prepaid services of 4.2% (which have a lower ARPU than postpaid customers).

PART I - ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS	TELECOM ARGENTINA S.A.

Table of Contents Personal’s mobile customers amounted to 21.6 million and 21.0 million as of December 31, 2024, and 2023, respectively. Out of the total mobile customers as of December 31, 2024, 62% were prepaid customers and 38% were postpaid customers, whereas as of December 31, 2023, 61% were prepaid customers and 39% were postpaid customers. During 2024, we observed a change in customer behavior, resulting in an increase of 4.2% in prepaid services customers and 0.9% in the postpaid services customers. Additionally, the average churn rate per month amounted to 1.4% in 2024 (compared to a 1.8% average in 2023).

ARPU of Mobile Services in Argentina

A monthly operational measure used in the mobile services is ARPU, which we calculate by dividing adjusted total service revenues —excluding out collect wholesale roaming, cell site rental, reconnection fees revenues and others— (divided by 12 months) by the average number of customers during the period. ARPU is not a measure calculated in accordance with IFRS Accounting Standards and our measure of ARPU may not be calculated in the same manner as similarly titled measures used by other companies. Certain components of service revenues are excluded from Personal’s ARPU calculations presented in this Annual Report. Management believes this measure is helpful in assessing the development of the subscriber base of mobile services. The following table shows the reconciliation of total service revenues to such revenues included in the ARPU calculations of 2024 and 2023:


	****	Year ended December 31,	Year ended December 31,
		2024	2023
	****	(P million)
Total Mobile service revenues		1,534,634	1,661,630
Components of service revenues not included in the ARPU calculation: out collect wholesale roaming, cell sites rental, reconnection fees revenues and others		(12,558)	(13,737)
Adjusted total service revenues included in the ARPU calculation		1,522,076	1,647,893
Average number of customers during the year (millions)		21.3	20.6

All values are in US Dollars.

Mobile services revenues generated in Paraguay amounted to P$144,700 million in 2024 (compared to P$144,832 million in 2023, representing a 0.1% decrease). This variation was mainly due to the decrease in Núcleo’s ARPU of 15.0%, partially offset by an increase of a 10.6% in the customer base.

Núcleo’s ARPU amounted to P$4,954.0 as of December 31, 2024 (compared to P$5,825.4 as of December 31, 2023). The decrease in ARPU was mainly due to the fact that we granted greater discounts to customers in order to maintain the customer base, considering the intense competition.

Núcleo’s customer amounted to 2.6 million and 2.3 million as of December 31, 2024, and 2023, respectively. Out of the total mobile customers as of December 31, 2023, 73% were prepaid customers and 27% were postpaid customers, whereas as of December 31, 2023, 76% were prepaid customers, and 24% were postpaid customers. Additionally, the average churn rate per month amounted to 2.7% and 2.9% in 2024 and 2023, respectively.

Internet Services

Internet services revenues amounted to P$1,057,015 million in 2024 (equivalent to 27.2% of total consolidated services revenues), increasing P$77,288 million or 7.9% as compared to P$979,727 million in 2023. The effect generated by the restatement in current currency as of December 31, 2024, included in internet services revenues amounted to P$182,506 million and P$730,225 million in 2024 and 2023, respectively.

The increase in internet services revenues in 2024 was mainly due to the increase in the Broadband Internet access ARPU of 8.1%.

The ARPU reached P$20,418.6 in 2024 as compared to P$18,883.6 in 2023. This increase in ARPU is mainly explained by the fact we granted less discounts to customers in these services. The effect generated by the restatement in current currency as of December 31, 2024, included in ARPU amounted to P$3,492.4 and P$14,058.2 as of December 31, 2024 and 2023, respectively.

PART I - ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS	TELECOM ARGENTINA S.A.

Table of Contents The customer base remained stable, which was a product of the Company’s efforts to maintain the customer base, considering the intense competition. Additionally, the churn rate per month amounted to 1.8% in 2024 and 2023.

ARPU of Internet Services in Argentina

A monthly operational measure used in the internet services is ARPU, which we calculate by dividing adjusted total service revenues - excluding connection and rehabilitation fees revenues and others - (divided by 12 months) by the average number of customers during the period. ARPU is not a measure calculated in accordance with IFRS Accounting Standards and our measure of ARPU may not be calculated in the same manner as similarly titled measures used by other companies. Certain components of service revenues are excluded from Internet’s ARPU calculations presented in this Annual Report. Management believes this measure is helpful in assessing the development of the subscriber base of internet services. The following table shows the reconciliation of total service revenues to such revenues included in the ARPU calculations of 2024 and 2023:


	****	Year ended December 31,	Year ended December 31,
		2024	2023
		(P million)
Total Internet service revenues		996,533	926,525
Components of service revenues not included in the ARPU calculation		—	—
Adjusted total service revenues included in the ARPU calculation		996,533	926,525
Average number of customers during the year (millions)		4.0	4.1

All values are in US Dollars.

Cable Television Services

Cable television service revenues amounted to P$600,134 million in 2024 (equivalent to 15.5% of total consolidated services revenues), decreasing P$191,147 million or 24.2% as compared to revenues in 2023. The effect generated by the restatement in current currency as of December 31, 2024, included in cable television services revenues amounted to P$104,811 million and P$595,347 million in 2024 and 2023, respectively.

The decrease in cable television service revenues in 2024 was mainly due to the decrease in ARPU, a 26.3% decrease compared to 2023, partially offset by a 1.9% increase in the customer base compared to 2023.

The ARPU amounted to P$13,792.3 as of December 31, 2024, compared to an ARPU of P$18,708.5 as of December 31, 2023. The decreased is mainly explained since inflation during 2024 amounted to 117.8%, the Company (and other competitors in the ICT industry) was unable to increase its prices during 2024 to the same extent as the increase in inflation (the effect generated by the restatement in current currency as of December 31, 2024 included in ARPU amounts to P$2,393.8 and P$14,089.3 as of December 31, 2024 and 2023, respectively). Additionally, greater commercial discounts have been applied as part of the customer retention strategy.

PART I - ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS	TELECOM ARGENTINA S.A.

Table of Contents As of December 31, 2024, the customer base in Argentina amounted to 3.2 million customers, increasing a 2.0% compared to 2023, leveraged by Flow Full and Flow Flex products, where from the third quarter of 2024, Flow Flex, began to be marketed as main product. Out of the total customers as of December 31, 2024, 1.5 million were Flow’s customer base and 1.1 million were Premium Package’s customer base, whereas as of December 31, 2023, 1.4 million were Flow’s customer base and 1.2 were Premium Package’s customer base. Additionally, the average churn rate per month amounted to 2.1% and 1.8% in 2024 and 2023, respectively.

ARPU of Cable Television Services of Telecom Argentina

An important monthly operational measure used in the Cable Television services is ARPU, which we calculate by dividing adjusted total service revenues - excluding connection and administration fees, advertising services and others - (divided by 12 months) by the average number of customers during the period. ARPU is not a measure calculated in accordance with IFRS Accounting Standards and our measure of ARPU may not be calculated in the same manner as similarly titled measures used by other companies. Certain components of service revenues are excluded from Cable Television’s ARPU calculations presented in this Annual Report. Management believes this measure is helpful in assessing the development of the subscriber base of cable television services. The following table shows the reconciliation of total cable television service revenues to such revenues included in the ARPU calculations of 2024 and 2023:


	****	Year ended December 31,	Year ended December 31,
		2024	2023
		(P million)
Total Cable television service revenues	****	521,521	711,765
Components of service revenues not included in the ARPU calculation: connection and reconnection fees and others		(571)	(1,928)
Adjusted total service revenues included in the ARPU calculation	****	520,950	709,837
Average number of customers during the year (millions)		3.2	3.1

All values are in US Dollars.

Fixed and Data Services

Revenues generated by fixed and data services amounted to P$501,206 million in 2024 (representing 12.9% of our total consolidated services revenues) decreasing P$30,157 million or 5.7% as compared to P$531,363 million in 2023. The effect generated by the restatement in current currency as of December 31, 2024, included in fixed and data services revenues amounted to P$94,369 million and P$396,300 million in 2024 and 2023, respectively.

The decrease in fixed and data services in 2024 was mainly due to a decrease in ARPU, decreasing 1.1% as compared to 2023, and a decrease in the customer base of 7.6% compared to 2023, partially offset by the appreciation of data service subscriptions that are agreed in U.S. dollars.

The ARPU of fixed telephony services in Argentina decreased to P$9,053.4 in 2024 from P$9,157.2 in 2023. This decrease is mainly explained because, as a consequence of the 117.8% inflation in Argentina during 2024 the Company (and other competitors in the ICT industry) was unable to increase its prices during 2024 to the same extent as the increase in inflation (the effect generated by the restatement in current currency as of December 31, 2024 included in ARPU amounts to P$1,736.6 and P$7,068.9 as of December 31, 2024 and 2023, respectively).

The customer base of fixed telephony services amounted to 2.7 million (of which 1.9 million are IP fixed telephony service base) in 2024, compared to 2.9 million in 2023. The customer base decreased mainly due to changes in the consumption behaviour of customers.

Other services revenues

Other services revenues generated by other services amounted to $46,369 million in 2024, increasing $4,776 million or 11.5% compared to 2023. The effect generated by the restatement in current currency as of December 31, 2024, included in other services revenues amounted to $7,380 million and $30,724 million in 2024 and 2023, respectively.

PART I - ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS	TELECOM ARGENTINA S.A.

Table of Contents These services include mainly revenues related to Fintech Services, revenues from billing remuneration and collection management on behalf of third parties, administrative revenues and revenues from the sale of advertising space, among others.

The increase in other services revenue in 2024 was mainly due to the increase in Fintech Services in Argentina, principally due to the growth in the use of the “Personal Pay” digital wallet and the increase in the number of users, which amounted to 3.6 million and 2.0 million in 2024 and 2023, respectively.

Equipment

Equipment revenues amounted to P$253,538 million in 2024 (representing 6.1% of our total consolidated revenues) decreasing P$80,008 million or 24.0% as compared to 2023.

The effect generated by the restatement in current currency as of December 31, 2024, included in equipment revenues amounted to P$41,189 million and P$249,705 million in 2024 and 2023, respectively.

The decrease was mainly due to a lower number of handsets sold compared to 2023 (14%).

Operating costs (without depreciation, amortization and impairment of Fixed Assets)


	****	Year ended
		December 31,
		2024	2023		Total Change
	****	(P million)			%		(P$ million)
Employee benefit expenses and severance payments		(1,023,755)	(1,120,311)		(8.6)		96,556
Interconnection and transmission costs		(118,525)	(132,385)		(10.5)		13,860
Fees for services, maintenance, materials and supplies		(550,457)	(563,391)		(2.3)		12,934
Taxes and fees with the Regulatory Authority		(325,622)	(344,478)		(5.5)		18,856
Commissions and advertising		(232,226)	(262,627)		(11.6)		30,401
Cost of equipment		(197,049)	(241,887)		(18.5)		44,838
Programming and content costs		(239,016)	(252,980)		(5.5)		13,964
Bad debt expenses		(85,217)	(97,236)		(12.4)		12,019
Other operating expenses		(200,852)	(206,963)		(3.0)		6,111
Total operating costs (without depreciation, amortization and impairment of Fixed Assets)		(2,972,719)	(3,222,258)	****	(7.7)	****	249,539

All values are in US Dollars.

Total operating costs (without depreciation, amortization and impairment of Fixed Assets) decreased P$249,539 million or 7.7% in 2024, amounting to P$2,972,719 million, as compared to 2023.

Despite being in a context in which year-on-year inflation was 117.8%, the Company has managed to make its operating costs more efficient and achieve a reduction.

The effect generated by the restatement in current currency as of December 31, 2024, included in operating costs (without depreciation, amortization and impairment of Fixed Assets) amounted to P$573,197 million and P$2,420,777 million in 2024 and 2023, respectively.

Employee benefit expenses and severance payments

Employee benefit expenses and severance payments decreased P$96,556 million to P$1,023,755 million in 2024 as compared to P$1,120,311 million in 2023. The decrease was mainly due to a reduction in headcount of 6.0%, amounting to 19,987 employees as of December 31, 2024, and, partially offset by increases in salaries agreed by the Company with several trade unions for unionized employees, and for non-unionized employees, together with related social security charges and an increase in severance payments.

PART I - ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS	TELECOM ARGENTINA S.A.

Table of Contents The effect generated by the restatement in current currency as of December 31, 2024, included in Employee benefit expenses and severance payments amounted to P$175,330 million and P$831,431 million in 2024 and 2023, respectively.

Interconnection and transmission costs

Interconnection and transmission costs (including charges for Roaming and cost of international outbound calls and lease of circuits) decreased P$13,860 million or 10.5%, amounting to P$118,525 million in 2024 as compared to P$132,385 million in 2023, respectively. The decrease was mainly due to new dynamics of the business that imply an optimization of links and sites and partially offset by increases in the foreign exchange rate in relation to fixed services denominated in U.S. dollars.

The effect generated by the restatement in current currency as of December 31, 2024, included in Interconnection and transmission costs amounted to P$23,971 million and P$98,496 million in 2024 and 2023, respectively.

Fees for services, maintenance, materials and supplies

Fees for services, maintenance, materials and supplies decreased P$12,934 million or 2.3%, amounting to P$550,457 million in 2024 as compared to P$563,391 million in 2023. The variation is mainly explained by the efficiency and management of resources through which fees for services decreased by P$29,192 million compared to 2023 partially offset by higher costs of maintenance and materials for P$15,468 million compared to 2023.

The effect generated by the restatement in current currency as of December 31, 2024, included in Fees for services, maintenance, materials and supplies amounted to P$125,857 million and P$423,183 million in 2024 and 2023, respectively.

Taxes and fees with the Regulatory Authority

Taxes and fees with the Regulatory Authority, including turnover tax, municipal taxes and other taxes, decreased P$18,856 million or 5.5%, amounting to P$325,622 million in 2024 as compared to P$344,478 million in 2023. The decrease was mainly due to the decrease in sales in 2024. Taxes and fees with the Regulatory Authority represent a 7.9% and 7.7% of total revenues in 2024 and 2023, respectively.

The effect generated by the restatement in current currency as of December 31, 2024, included in Taxes and fees with the Regulatory Authority amounted to P$56,172 million and P$257,919 million in 2024 and 2023, respectively.

Commissions and advertising

Commissions and advertising decreased P$30,401 million or 11.6%, amounting to P$232,226 million in 2024, as compared to P$262,627 million in 2023. The decrease is mainly due to lower charges for agent commissions and collection commissions partially offset by advertising costs related to Flow and Personal Play campaigns.

The effect generated by the restatement in current currency as of December 31, 2024, included in Commissions and advertising amounted to P$38,506 million and P$197,408 million in 2024 and 2023, respectively.

Cost of equipment

Cost of equipment decreased P$44,838 million or 18.5%, amounting to P$197,049 million in 2024 as compared to P$241,887 million in 2023. The variation is mainly due to a decrease in handsets sold of 14%.

The effect generated by the restatement in current currency as of December 31, 2024, included in Cost of equipment amounted to P$59,933 million and P$190,343 million in 2024 and 2023, respectively.

PART I - ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS	TELECOM ARGENTINA S.A.

Table of Contents Programming and content costs

Programming and content costs decreased by P$13,964 million or 5.5%, amounting to P$239,016 million in 2024 as compared to P$252,980 million in 2023. The decrease was mainly due to commercial efficiency, partially offset by price increases in almost all cable television signals.

The effect generated by the restatement in current currency as of December 31, 2024, included in Programming and content costs amounted to P$41,024 million and P$189,131 million in 2024 and 2023, respectively.

Bad debt expenses

Bad debt expenses decreased P$12,019 million, amounting to P$85,217 million in 2024, representing 2.1% and 2.2% of the revenues in 2024 and 2023, respectively. The decrease is mainly due to continuing credit recovery actions.

The effect generated by the restatement in current currency as of December 31, 2024, included in Bad debt expenses amounted to P$15,843 million and P$74,073 million in 2024 and 2023, respectively.

Other operating expenses

Other operating expenses (which include legal claims and contingent liabilities, energy and other public services, insurance, rentals and internet capacity, among others) decreased P$6,111 million to P$200,852 million in 2024 as compared to P$206,963 million in 2023. The decrease is mainly due to lower charges in legal claims and contingent liabilities and postage, freight and travel expenses, partially offset by higher costs of energy, insurances and rentals.

The effect generated by the restatement in current currency as of December 31, 2024, included in Other operating expenses amounts to P$36,561 million and P$158,793 million in 2024 and 2023, respectively.

Adjusted EBITDA

An important operational performance measure used by the Company’s Chief Operating Decision Maker (as this term is defined in IFRS Accounting Standards 8) is Adjusted EBITDA. Adjusted EBITDA is defined as our net income (loss), less income tax, financial results, earnings (losses) from associates and joint ventures, and depreciation, amortization and impairment of Fixed Assets. We believe Adjusted EBITDA facilitates company-to-company operating performance comparisons by backing out potential differences caused by variations such as capital structures, taxation and the useful lives and book depreciation and amortization of PP&E and intangible assets, which may vary for different companies for reasons unrelated to operating performance. Although Adjusted EBITDA is not a measure defined in accordance with IFRS Accounting Standards (a non-GAAP measure), our Management believes that this measure facilitates operating performance comparisons from period to period and provides useful information to investors, financial analysts and the public in their evaluation of our operating performance. Adjusted EBITDA does not have a standardized meaning and, accordingly, our definition of Adjusted EBITDA may not be comparable to Adjusted EBITDA as used by other companies.

PART I - ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS	TELECOM ARGENTINA S.A.

Table of Contents The following table shows the reconciliation of Net income (loss) to Adjusted EBITDA:


	****	Year ended December 31,
		2024	2023	****	Total Change
	****	(P million)			%		(P$ million)
Net income (loss)		1,033,252	(543,727)	****	n/a	****	1,576,979
Income tax loss (benefit)		409,154	(736,601)		n/a		1,145,755
Other financial results, net		(144,776)	(377,419)		(61.6)		232,643
Financial results from borrowings		(1,455,571)	1,381,290		n/a		(2,836,861)
Losses from associates and joint ventures		11,474	4,111		n/a		7,363
Operating loss		(146,467)	(272,346)	****	(46.2)	****	125,879
Depreciation, amortization and impairment of Fixed Assets		1,311,344	1,534,060		14.5		(222,716)
Adjusted EBITDA		1,164,877	1,261,714	****	(7.7)	****	(96,837)

All values are in US Dollars.

Our consolidated Adjusted EBITDA amounted to P$1,164,877 million in 2024, representing a decrease of P$96,837 million or 7.7% as compared to P$1,261,714 million in 2023. Adjusted EBITDA represented 28.2% and 28.1% of our total consolidated revenues in 2024 and 2023, respectively.

Depreciation, Amortization and Impairment of Fixed Assets

Depreciation, amortization and impairment of Fixed Assets decreased P$222,716 million, amounting to P$1,311,344 million in 2024 as compared to P$1,534,060 million in 2023.

The variation is due to the effect of those assets that ended their useful life after December 31, 2023, partially offset by the impact of the amortization of the capital expenditures subsequent to that same date, which, in turn, decreased compared to last year.

The effect generated by the restatement in current currency as of December 31, 2024, included in Depreciation, amortization and impairment of Fixed Assets amounted to P$1,085,604 million and P$1,435,764 million in 2024 and 2023, respectively.

Operating loss

In 2024, our consolidated operating loss amounted to P$146,467 million, representing a decrease of P$125,879 million as compared to 2023. Operating loss represented (3.5)% and (6.1)% of consolidated revenues in 2024 and 2023, respectively.


	****	Year ended December 31,			% of Change
	****	2024	2023	****	2024-2022
					Increase/
		(P million / %)			(Decrease)
Adjusted EBITDA ^(1)^		1,164,877	1,261,714		(7.7)
As % of revenues		28.2	28.1
Depreciation, amortization and impairment of Fixed Assets		(1,311,344)	(1,534,060)		(14.5)
As % of revenues		(31.7)	(34.2)
Operating loss		(146,467)	(272,346)		(46.2)
As % of revenues		(3.5)	(6.1)

All values are in US Dollars.

(1)

Adjusted EBITDA is a non-GAAP measure, defined as our net (loss) income less income tax, financial results (Financial results from borrowings and other financial results, net), earnings (losses) from associates and joint ventures, and depreciation, amortization and impairment of Fixed Assets. For further information on the use of adjusted EBITDA, see “Item 5— Operating and Financial Review and Prospects—Adjusted EBITDA”.

PART I - ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS	TELECOM ARGENTINA S.A.

Table of Contents Financial Results, Net


	****	Year ended December 31,			Total change
		2024	****	2023		%
Interests on borrowings		(132,146)		(127,344)	(4,802)	3.8
Remeasurement in borrowings		(102,728)		108,438	(211,166)	n/a
Foreign currency exchange gains (losses) on borrowings		1,687,816		(1,360,644)	3,048,460	n/a
Borrowings renegotiation results and repurchase Notes		2,629		(1,740)	4,369	n/a
Total financial results from borrowings	****	1,455,571	****	(1,381,290)	2,836,861	n/a
Other foreign currency exchange gains (losses)		187,639		(130,191)	317,830	n/a
Fair value gains / (losses) on financial assets at fair value through profit or loss		(45,400)		140,072	(185,472)	n/a
Other interests, net		24,298		33,601	(9,303)	(27.7)
RECPAM		129,236		409,001	(279,765)	(68.4)
Other		(150,997)		(75,064)	(75,933)	n/a
Total other financial results, net	****	144,776	****	377,419	(232,643)	(61.6)
Total financial results, net	****	1,600,347	****	(1,003,871)	2,604,218	n/a

All values are in US Dollars.

We incurred financial gains, net of P$1,600,347 million in 2024, as compared to financial loss, net of P$1,003,871 million in 2023. Financial Results, net in 2024 mainly include gain generated by (i) foreign exchange differences measured in real terms of P$1,875,455 million as a result of the U.S. dollar appreciating 27.7% against the Argentine Peso compared to a 117.8% inflation (compared to a loss of P$1,490,835 million in 2023 and 356.3% devaluation of the Argentine Peso against the U.S. dollar compared to a 211.4% inflation in 2023) and (ii) the effect generated by the restatement in current currency, which amounted to a gain of P$129,236 million (compared to P$409,001 million in 2023). These gains were partially offset by losses generated by (i) interest on borrowings measured in real terms of P$132,146 million (compared to P$127,344 million in 2023), (ii) remeasurement in borrowings of P$102,728 million (compared to a gain of P$108,438 million in 2023), (iii) other financial results of P$66,948 million (compared to P$35,901 million in 2023), and (iv) fair value losses on financial assets at fair value through profit or loss of P$45,400 million (compared to a gain of P$140,072 million in 2023). Other financial results include the effect of PAIS tax of P$57,122 million in 2024.

Income Tax

The Company’s income tax charge includes the following effects: (i) the current tax payable for the year pursuant to tax legislation applicable to each of Telecom Argentina and its subsidiaries; (ii) the effect of applying the deferred tax method on temporary differences arising out of the asset and liability valuation according to tax versus financial accounting criteria and; (iii) the effects of the income tax inflation adjustment.

Income tax amounted to a loss of P$409,154 million in 2024 as compared to a gain of P$736,601 million in 2023. It includes mainly the following effects: (i) regarding current tax expenses, Telecom’s generated tax loss in fiscal year 2024 amounting to P$10,904 million and tax loss in fiscal year 2023 amounting to P$6,313 million, and (ii) regarding the deferred tax, in 2024 Telecom recorded a deferred tax loss of P$398,250 million compared to a deferred tax gain of P$742,914 million in 2023.

For more information on income tax, see Notes 3 and 15 to our Consolidated Financial Statements.

Net income (loss)

Telecom Argentina recorded a net income of P$1,033,252 million in 2024 as compared to a net loss of P$543,727 million for 2023 and represents 25% of consolidated revenues as compared to (12.1)% in 2023. The increase in the net income was mainly due to the income before income tax of P$1,442,406 million, partially offset by the income tax loss amounting to P$409,154 million.

Net income attributable to controlling shareholders amounted to P$1,012,404 million in 2024 as compared to a net loss of P$561,242 million in 2023.

PART I - ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS	TELECOM ARGENTINA S.A.

Table of Contents (A.2) 2023 Compared to 2022


	****	Year ended
		December 31,
	****	2023	2022	****	Total Change
	****	(P million)			%		(P$ million)
Revenues		4,483,972	4,944,819		(9.3)		(460,847)
Operating costs (without depreciation, amortization and impairment of Fixed Assets)		(3,222,258)	(3,585,978)		(10.1)		363,720
Depreciation, amortization and impairment of Fixed Assets		(1,534,060)	(3,358,932)		(54.3)		1,824,872
Operating loss		(272,346)	(2,000,091)	****	(86.4)	****	1,727,745
Earnings (losses) from associates and joint ventures		(4,111)	5,553		n/a		(9,664)
Financial results from borrowings		(1,381,290)	201,704		n/a		(1,582,994)
Other financial results, net		377,419	218,589		72.7		158,830
Income tax benefit		736,601	179,733		n/a		556,868
Net loss		(543,727)	(1,394,512)	****	(61.0)	****	850,785

Net income (loss) attributable to:
Telecom Argentina (Controlling Company)		(561,242)	(1,409,383)		(60.2)		848,141
Non-controlling interest		17,515	14,871		17.8		2,644

Adjusted EBITDA ^(1)^		1,261,714	1,358,841		(7.1)		(97,127)

All values are in US Dollars.

(1)

In 2023, net loss amounted to P$543,727 million, representing (12.1%) of consolidated revenues. The decrease in 2023 compared to 2022 was mainly due to a decrease in depreciation, amortization and impairment of Fixed Assets of P$1,824,872 million (mainly due to the Goodwill impairment recognized during the year 2022 of P$1,653,965 million), and an increase in income tax benefit of P$556,868 million, which were partially offset by an increase in financial results of P$1,424,164 million and a decrease in consolidated revenues of P$460,847 million.

In 2023, Adjusted EBITDA totaled P$1,261,714 million, representing 28.1% of consolidated revenues. The decrease in 2023 compared to 2022 was mainly due to a decrease in consolidated revenues of P$460,847 million, partially offset by the decrease in operating cost (without depreciation, amortization and impairment of Fixed Assets) of P$363,720 million.

Revenues


	****	Year ended
		December 31,
	****	2023	2022	****	Total Change
	****	(Pmillion)			%		(P$million)
Mobile Services		1,806,462	1,987,687		(9.1)		(181,225)
Internet Services		979,727	1,096,812		(10.7)		(117,085)
Cable Television Services		791,281	887,702		(10.9)		(96,421)
Fixed and Data Services		531,363	603,693		(12.0)		(72,330)
Other services revenues		41,593	39,211		6.1		2,382
Services Revenues	****	4,150,426	4,615,105	****	(10.1)	****	(464,679)
Equipment revenues		333,546	329,714		1.2		3,832
Revenues	****	4,483,972	4,944,819	****	(9.3)	****	(460,847)

All values are in US Dollars.

PART I - ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS	TELECOM ARGENTINA S.A.

Table of Contents During 2023, total consolidated revenues decreased by 9.3% amounting to P$4,483,972 million as compared to P$4,944,819 million in 2022.

Despite the greater demand for services, consolidated revenues decreased mainly due to the fact that the inflation rate for the last twelve months amounted to 211.4% and the Company (and other competitors in the ICT industry) did not transfer the totality of this inflation to its prices.

Services revenues amounted to P$4,150,426 million in 2023, decreasing 10.1% as compared to P$4,615,105 million in 2022 and represented 92.6% of consolidated revenues. Equipment revenues amounted to P$333,546 million in 2023 as compared to P$329,714 million in 2022, and represented 7.4% of consolidated revenues.

The effect generated by the restatement in current currency as of December 31, 2024, increased consolidated revenues by P$3,354,142 million and P$ 4,406,111 million in 2023 and 2022, respectively.

Consolidated revenues for 2023 and 2022 are comprised as follows:

Mobile Services

Mobile services revenues in 2023 amounted to P$1,806,462 million (a decrease of P$181,225 million or 9.1% as compared to 2022), being the principal contributor to our total services revenues for 2023 (43.5% of consolidated services revenues in 2023 as compared to 43.1% in 2022). Mobile internet services revenues represented 92% and 86% of the mobile services revenues as of December 31, 2023 and 2022, respectively.

The effect generated by the restatement in current currency as of December 31, 2024, included in Mobile services revenues amounted to P$1,351,841 million and P$1,770,524 million in 2023 and 2022, respectively.

Mobile services revenues in Argentina amounted to P$1,661,630 million (a decrease of P$156,001 million as compared to 2022). This decrease was mainly due to an 11.0% decrease in the ARPU, partially offset by a 3.8% increase in the number of customers.

Personal’s ARPU amounted to P$6,655.1 as of December 31, 2023 (compared to P$7,477.1 as of December 31, 2022). This decrease was mainly explained by the fact that, as a consequence of the 211.4% inflation in Argentina, the Company (and other competitors in the ICT industry) was unable to increase its prices during 2023 to the same extent as the increase in inflation (the effect generated by the restatement in current currency as of December 31, 2024 included in ARPU amounted to P$4,981.4 and P$6,657.0 as of December 31, 2023 and 2022, respectively). Additionally, the decrease in ARPU is also explained by the fact that we granted greater discounts to customers in order to maintain the customer base, considering the intense competition in the market and an increase in the migration of customers from postpaid to prepaid services (which have a lower ARPU than postpaid customers).

Personal’s mobile customers amounted to 21.0 million and 20.2 million as of December 31, 2023 and 2022, respectively. Out of the total mobile customers as of December 31, 2023, 61% were prepaid customers and 39% were postpaid customers, whereas as of December 31, 2022, 57% were prepaid customers and 43% were postpaid customers. During 2023, we observed a change in customer behavior, resulting in an increase of 11.2% in prepaid services customers and a decrease of 6.1% in the postpaid services customers. This decrease is mainly due to the challenging economic situation in Argentina, Additionally, the average churn rate per month amounted to 1.8% in 2023 (compared to a 2.3% average in 2022).

PART I - ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS	TELECOM ARGENTINA S.A.

Table of Contents ARPU of Mobile Services in Argentina

A monthly operational measure used in the mobile services is ARPU, which we calculate by dividing adjusted total service revenues —excluding out collect wholesale roaming, cell site rental, reconnection fees revenues and others— (divided by 12 months) by the average number of customers during the period, ARPU is not a measure calculated in accordance with IFRS Accounting Standards and our measure of ARPU may not be calculated in the same manner as similarly titled measures used by other companies. Certain components of service revenues are excluded from Personal’s ARPU calculations presented in this Annual Report. Management believes this measure is helpful in assessing the development of the subscriber base of mobile services. The following table shows the reconciliation of total service revenues to such revenues included in the ARPU calculations of 2023 and 2022:


	****	Year ended December 31,	****	Year ended December 31,
		2023		2022
	****	(Pmillion)
Total Mobile service revenues			****		1,817,631
Components of service revenues not included in the ARPU calculation: out collect wholesale roaming, cell sites rental, reconnection fees revenues and others					(14,540)
Adjusted total service revenues included in the ARPU calculation					1,803,091
Average number of customers during the year (millions)					20.1

All values are in US Dollars.

Mobile services revenues generated in Paraguay amounted to P$144,832 million in 2023 (compared to P$170,056 million in 2022, representing a 14.8% decrease). The decrease was mainly due to the 3.8% decrease in Núcleo’s ARPU.

Núcleo’s ARPU amounted to P$5,825.4 as of December 31, 2023 (compared to P$6,057.7 as of December 31, 2022), representing a 3.8% decrease. The decrease in ARPU was mainly due to the fact that we granted greater discounts to customers in order to maintain the customer base, considering the intense competition.

Núcleo’s customer base remained stable amounting to 2.3 million customers as of December 31, 2023. Out of the total mobile customers as of December 31, 2023, 76% were prepaid customers and 24% were postpaid customers, whereas as of December 31, 2022, 79% were prepaid customers, and 21% were postpaid customers. Additionally, the average churn rate per month amounted to 2.9% and 3.3% in 2023 and 2022, respectively.

Internet Services

Internet services revenues amounted to P$979,727 million in 2023 (equivalent to 23.6% of total consolidated services revenues), decreasing P$117,085 million or 10.7% as compared to P$1,096,812 million in 2022. The effect generated by the restatement in current currency as of December 31, 2024, included in internet services revenues amounted to P$730,225 million and P$977,759 million in 2023 and 2022, respectively.

The decrease in internet services revenues in 2023 was mainly due to the decrease in the Broadband Internet access ARPU of 8.8%.

The ARPU reached P$18,883.6 in 2023 as compared to P$20,699.3 in 2022. This decrease in ARPU is mainly explained by the fact that, as a consequence of the 211.4% inflation in Argentina, the Company (and other competitors in the ICT industry) was unable to increase its prices during 2023 to the same extent as the increase in inflation (the effect generated by the restatement in current currency as of December 31, 2024 included in ARPU amounted to P$14,058.2 and P$18,445.2 as of December 31, 2023 and 2022, respectively).

The customer base remained stable, amounting to 4.1 million in both 2023 and 2022, which was a product of the Company’s efforts to maintain the customer base, considering the intense competition. Additionally, the churn rate per month amounted to 1.8% and 1.6% in 2023 and 2022, respectively.

PART I - ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS	TELECOM ARGENTINA S.A.

Table of Contents In connection with initiatives to continue developing the experience of fixed internet service customers, towards the end of 2022, Personal doubled the internet speed to all its residential customers (with HFC, FTTH technology), going from 50 Mb to 100 Mb, from 100 Mb to 300 Mb and from 300 Mb to 500 Mb. This process was carried out free of charge, without any additional management by customers. More than three million customers received an increase in the speed of their contracted service without modifying their commercial conditions.

As a consequence, customers with a service of 100 Mb or higher as of December 31, 2023, amounted to 3.5 million, an increase of 6.1% compared to 2022. As of December 31, 2023, these customers represented 85% of our total customer base, whereas as of December 31, 2022, they represented 79%.

ARPU of Internet Services in Argentina

A monthly operational measure used in the internet services is ARPU, which we calculate by dividing adjusted total service revenues - excluding connection and rehabilitation fees revenues and others - (divided by 12 months) by the average number of customers during the period. ARPU is not a measure calculated in accordance with IFRS Accounting Standards and our measure of ARPU may not be calculated in the same manner as similarly titled measures used by other companies. Certain components of service revenues are excluded from Internet’s ARPU calculations presented in this Annual Report. Management believes this measure is helpful in assessing the development of the subscriber base of Internet services. The following table shows the reconciliation of total service revenues to such revenues included in the ARPU calculations of 2023 and 2022:


		Year ended December 31,	****	Year ended December 31,
		2023	****	2022
	****	(Pmillion)
Total Internet service revenues			****		1,048,874
Components of service revenues not included in the ARPU calculation					—
Adjusted total service revenues included in the ARPU calculation					1,048,874
Average number of customers during the year (millions)					4.2

All values are in US Dollars.

Cable Television Services

Cable television service revenues amounted to P$791,281 million in 2023 (equivalent to 19.1% of total consolidated services revenues), decreasing P$96,421 million or 10.9% as compared to revenues in 2022. The effect generated by the restatement in current currency as of December 31, 2024, included in cable television services revenues amounted to P$595,347 million and P$791,142 million in 2023 and 2022, respectively.

The decrease in cable television service revenues in 2023 was mainly due to the decrease in ARPU, an 8.2% decrease compared to 2022, and a 3.5% decrease in the customer base compared to 2022.

The ARPU amounted to P$18,708.5 as of December 31, 2023, compared to an ARPU of P$20,390.7 as of December 31, 2022. The decreased is mainly explained since inflation during 2023 amounted to 211.4%, the Company (and other competitors in the ICT industry) was unable to increase its prices during 2023 to the same extent as the increase in inflation (the effect generated by the restatement in current currency as of December 31, 2024 included in ARPU amounts to P$14,089.3 and P$18,185.4 as of December 31, 2023 and 2022, respectively). Additionally, the economic situation in Argentina changed our customers’ consumption trends.

As of December 31, 2023, the customer base in Argentina amounted to 3.1 million customers, decreasing a 3.5% compared to 2022. Out of the total customers as of December 31, 2023, 1.4 million were Flow’s customer base and 1.2 million were Premium Package’s customer base, whereas as of December 31, 2022, 1. 3 million were Flow’s customer base and 1.3 were Premium Package’s customer base. This decrease is mainly due to the economic situation in Argentina and the changes in customers’ consumption trends. Additionally, the average churn rate per month amounted to 1.8% and 1.3% in 2023 and 2022, respectively.

PART I - ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS	TELECOM ARGENTINA S.A.

Table of Contents ARPU of Cable Television Services of Telecom Argentina


	****	Year ended December 31,	Year ended December 31,
		2023	2022
		(Pmillion)
Total Cable television service revenues		711,765	1,048,874
Components of service revenues not included in the ARPU calculation:<br>connection and reconnection fees and others		(1,928)	-
Adjusted total service revenues included in the ARPU calculation		709,837	1,048,874
Average number of customers during the year (millions)		3.2	4.2

All values are in US Dollars.

Fixed and Data Services

Revenues generated by fixed and data services amounted to P$531,363 million in 2023 (representing 12.8% of our total consolidated services revenues) decreasing P$72,330 million or 12.0% as compared to P$603,693 million in 2022. The effect generated by the restatement in current currency as of December 31, 2024, included in fixed and data services revenues amounted to P$396,300 million and P$538,389 million in 2023 and 2022, respectively.

The decrease in fixed and data services in 2023 was mainly due to a decrease in ARPU, decreasing 6.5% as compared to 2022, and a decrease in the customer base of 4.0% compared to 2022.

The ARPU of fixed telephony services in Argentina decreased to P$9,157.2 in 2023 from P$9,798.9 in 2022. This decrease is mainly explained because, as a consequence of the 211.4% inflation in Argentina during 2023 the Company (and other competitors in the ICT industry) was unable to increase its prices during 2023 to the same extent as the increase in inflation (the effect generated by the restatement in current currency as of December 31, 2024 included in ARPU amounts to P$7,068.9 and P$8,795.3 as of December 31, 2023 and 2022, respectively).

The customer base of fixed telephony services amounted to 2.9 million in 2023, compared to 3.0 million in 2022. The customer base decreased mainly due to changes in consumption behavior of customers.

Equipment

Equipment revenues amounted to P$333,546 million in 2023 (representing 7.4% of our total consolidated revenues) increasing P$3,832 million or 1.2% as compared to 2022.

The effect generated by the restatement in current currency as of December 31, 2024, included in equipment revenues amounted to P$249,705 million and P$293,562 million in 2023 and 2022, respectively.

The increase was mainly due to higher handsets sold as compared to 2022 (13%).

PART I - ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS	TELECOM ARGENTINA S.A.

Table of Contents Operating costs (without depreciation, amortization and impairment of Fixed Assets)


		Year ended December 31,
	****		****	2022	****	Total Change
	****	(Pmillion)				%			(Pmillion)
Employee benefit expenses and severance payments				(1,238,705)			(9.6)
Interconnection and transmission costs				(152,276)			(13.1)
Fees for services, maintenance, materials and supplies				(599,849)			(6.1)
Taxes and fees with the Regulatory Authority				(379,692)			(9.3)
Commissions and advertising				(299,503)			(12.3)
Cost of equipment				(234,227)			3.3
Programming and content costs				(310,185)			(18.4)
Bad debt expenses				(124,382)			(21.8)
Other operating expenses				(247,159)			(16.3)
Total operating costs (without depreciation, amortization and impairment of Fixed Assets)			****	(3,585,978)			(10.1)	****

All values are in US Dollars.

Total operating costs (without depreciation, amortization and impairment of Fixed Assets) decreased P$363,720 million in 2023, amounting to P$3,222,258 million, representing a 10.1% decrease as compared to 2022.

Despite being in a context in which year-on-year inflation was 211.4%, the Company has managed to make its operating costs more efficient and achieve a reduction.

The effect generated by the restatement in current currency as of December 31, 2024, included in Operating costs (without depreciation, amortization and impairment of Fixed Assets) amounted to P$2,420,777 million and P$3,196,035 million in 2023 and 2022, respectively.

Employee benefit expenses and severance payments

Employee benefit expenses and severance payments decreased P$118,394 million to P$1,120,311 million in 2023 as compared to P$1,238,705 million in 2022. The decrease was mainly due to lower severance payments and a reduction in headcount of 2.1%, amounting to 21,262 employees as of December 31, 2023, and, partially offset by increases in salaries agreed by the Company with several trade unions for unionized employees, and for non-unionized employees, together with related social security charges.

The effect generated by the restatement in current currency as of December 31, 2024, included in Employee benefit expenses and severance payments amounted to P$831,431 million and P$1,101,521 million in 2023 and 2022, respectively.

Interconnection and transmission costs

Interconnection and transmission costs (including charges for TLRD, Roaming and cost of international outbound calls and lease of circuits) decreased P$19,891 million, amounting to P$132,385 million in 2023 as compared to P$152,276 million in 2022, respectively. The decrease was mainly due to new dynamics of the business that imply an optimization of links and sites and partially offset by increases in the foreign exchange rate in relation to fixed services denominated in U.S. dollars, which have accelerated since August 2023.

The effect generated by the restatement in current currency as of December 31, 2024, included in Interconnection and transmission costs amounted to P$98,496 million and P$135,657 million in 2023 and 2022, respectively.

PART I - ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS	TELECOM ARGENTINA S.A.

Table of Contents Fees for services, maintenance, materials and supplies

Fees for services, maintenance, materials and supplies decreased P$36,458 million, or 6.1%, amounting to P$563,391 million in 2023 as compared to P$599,849 million in 2022. The variation is mainly explained by the efficiency and management of resources through which maintenance and material costs decreased by P$21,090 compared to 2022 and lower costs of call center fees and other fees for services for P$15,368 compared to 2022.

The effect generated by the restatement in current currency as of December 31, 2024, included in Fees for services, maintenance, materials and supplies amounted to P$423,183 million and P$535,818 million in 2023 and 2022, respectively.

Taxes and fees with the Regulatory Authority

Taxes and fees with the Regulatory Authority, including turnover tax, municipal taxes and other taxes, decreased P$35,214 million or 9.3%, amounting to P$344,478 million in 2023 as compared to P$379,692 million in 2022. The variation was mainly due to the decrease in sales in 2023. Taxes and fees with the Regulatory Authority represent 7.7% of total revenues in 2023 and 2022.

The effect generated by the restatement in current currency as of December 31, 2024, included in Taxes and fees with the Regulatory Authority amounted to P$257,919 million and P$338,342 million in 2023 and 2022, respectively.

Commissions and advertising

Commissions and advertising, decreased P$36,876 million or 12.3%, amounting to P$262,627 million in 2023, as compared to P$299,503 million in 2022. The decrease is mainly due to lower charges for agent commissions, collection commissions and advertising services costs.

The effect generated by the restatement in current currency as of December 31, 2024, included in Commissions and advertising amounted to P$197,408 million and P$266,289 million in 2023 and 2022, respectively.

Cost of equipment

Cost of equipment increased P$7,660 million, amounting to P$241,887 million in 2023 as compared to P$234,227 million for 2022. The variation is mainly due to an increase in equipment sold of 13%.

The effect generated by the restatement in current currency as of December 31, 2024, included in Cost of equipment amounted to P$190,343 million and P$210,874 million in 2023 and 2022, respectively.

Programming and content costs

Programming and content costs decreased by P$57,205 million amounting to P$252,980 million in 2023 as compared to P$310,185 million in 2022. The decrease was mainly due to commercial efficiency, partially offset by price increases in almost all cable television signals.

The effect generated by the restatement in current currency as of December 31, 2024, included in Programming and content costs amounted to P$189,131 million and P$276,458 million in 2023 and 2022, respectively.

Bad debt expenses

Bad debt expenses decreased P$27,146 million, amounting to P$97,236 million for 2023, representing 2.2% and 2.5% of the revenues in 2023 and 2022, respectively. The decrease is mainly due to continuing credit recovery actions.

The effect generated by the restatement in current currency as of December 31, 2024, included in Bad debt expenses amounted to P$74,073 million and P$110,887 million in 2023 and 2022, respectively.

PART I - ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS	TELECOM ARGENTINA S.A.

Table of Contents Other operating expenses

Other operating expenses (which include legal claims and contingent liabilities, energy and other public services, insurance, rentals and internet capacity, among others) decreased P$40,196 million to P$206,963 million in 2023 as compared to P$247,159 million in 2022. The decrease is mainly due to lower charges in legal claims and contingent liabilities, rentals and internet capacity, energy and other public services, among others.

The effect generated by the restatement in current currency as of December 31, 2024, included in Other operating expenses amounts to P$158,793 million and P$220,189 million in 2023 and 2022, respectively.

Adjusted EBITDA

An important operational performance measure used by the Company’s Chief Operating Decision Maker (as this term is defined in IFRS Accounting Standards 8) is Adjusted EBITDA. Adjusted EBITDA is defined as our net (loss) income less income tax, financial results, Earnings (losses) from associates and joint ventures, and depreciation, amortization and impairment of Fixed Assets. We believe Adjusted EBITDA facilitates company-to-company operating performance comparisons by backing out potential differences caused by variations such as capital structures, taxation and the useful lives and book depreciation and amortization of PP&E and intangible assets, which may vary for different companies for reasons unrelated to operating performance. Although Adjusted EBITDA is not a measure defined in accordance with IFRS Accounting Standards (a non-GAAP measure), our Management believes that this measure facilitates operating performance comparisons from period to period and provides useful information to investors, financial analysts and the public in their evaluation of our operating performance. Adjusted EBITDA does not have a standardized meaning and, accordingly, our definition of Adjusted EBITDA may not be comparable to Adjusted EBITDA as used by other companies.

The following table shows the reconciliation of Net loss to Adjusted EBITDA:


	Year ended December 31,
	2023		2022			Total Change
		(Pmillion)				%			(P million)
Net loss		(543,727)		(1,394,512)	****		(61.0)	****
Income tax benefit		(736,601)		(179,733)			n/a
Other financial results, net		(377,419)		(218,589)			72.7
Financial results from borrowings		1,381,290		(201,704)			n/a
(Earnings) losses from associates and joint ventures		4,111		(5,553)			n/a
Operating loss		(272,346)		(2,000,091)	****		(86.4)	****
Depreciation, amortization and impairment of Fixed Assets		1,534,060		3,358,932			(54.3)
Adjusted EBITDA		1,261,714		1,358,841	****		(7.1)	****

All values are in US Dollars.

Our consolidated Adjusted EBITDA amounted to P$1,261,714 million in 2023, representing a decrease of P$97,127 million or 7.1% as compared to P$1,358,841 million in 2022. Adjusted EBITDA represented 28.1% and 27.5% of our total consolidated revenues in 2023 and 2022, respectively.

Depreciation, Amortization and Impairment of Fixed Assets

Depreciation, amortization and impairment of Fixed Assets decreased P$1,824,872 million, amounting to P$1,534,060 million in 2023 as compared to P$3,358,932 million in 2022.

PART I - ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS	TELECOM ARGENTINA S.A.

Table of Contents The decrease was mainly due to the fact that in 2022, the Management identified the need to review the estimate of the recoverable value of Goodwill assigned to the cash-generating unit of Telecom (CGU Telecom), which comprises the Company and its subsidiaries in Argentina. From such analysis, it concluded that the book value of CGU Telecom exceeded its recoverable value. Consequently, Goodwill was impaired by P$1,653,965 million in current currency as of December 31, 2023. For further information refer to Note 3.u.1) of our Consolidated Financial Statements.

Additionally, depreciation, amortization and impairment of Fixed Assets of the year includes the impact of the depreciation and amortization of the capital expenditures subsequent to December 31, 2022, partially offset by the effect of those assets that ended their useful life after that same date.

The effect generated by the restatement in current currency as of December 31, 2024, included in Depreciation, amortization and impairment of Fixed Assets amounted to P$1,435,764 million and P$3,295,303 million in 2023 and 2022, respectively.

Operating loss

In 2023, our consolidated operating loss amounted to P$272,346 million, representing a decrease of P$1,727,745 million as compared to 2022. Operating loss represented (6.1)% and (40.4)% of consolidated revenues in 2023 and 2022, respectively.


		Year ended December 31,					% of Change
		2023	****	2022		****	2023-2022
	****	(Pmillion / %)					Increase/(Decrease)
Adjusted EBITDA ^(1)^	****		****		1,358,841	****		(7.1)
As % of revenues					27.5
Depreciation, amortization and impairment of Fixed Assets					(3,358,932)			(54.3)
As % of revenues					(67.9)
Operating loss	****				(2,000,091)	****		(86.4)
As % of revenues					(40.4)

All values are in US Dollars.

(1)

Adjusted EBITDA is a non-GAAP measure, defined as our net (loss) income less income tax, financial results (finance costs and other financial results, net), earnings (losses) from associates and joint ventures, and depreciation, amortization and impairment of Fixed Assets. For further information on the use of adjusted EBITDA, see “Item 5— Operating and Financial Review and Prospects—Adjusted EBITDA”.

Financial Results, Net


	****	Year ended December 31,			Total change
		2023	****	2022		%
Interests on borrowings		(127,344)		(101,389)	(25,955)	25.6
Remeasurement in borrowings		108,438		11,759	96,679	n/a
Foreign currency exchange gains (losses) on borrowings		(1,360,644)		291,606	(1,652,250)	n/a
Borrowings renegotiation results and repurchase Notes		(1,740)		(272)	(1,468)	n/a
Total financial results from borrowings	****	(1,381,290)	****	201,704	(1,582,994)	n/a
Other foreign currency exchange gains (losses)		(130,191)		2,548	(132,739)	n/a
Fair value gains/(losses) on financial assets at fair value through profit or loss		140,072		(86,008)	226,080	n/a
Other interests, net		33,601		13,122	20,479	n/a
RECPAM		409,001		360,523	48,478	13.4
Other		(75,064)		(71,596)	(3,468)	4.8
Total other financial results, net	****	377,419	****	218,589	158,830	72.7
Total financial results, net	****	(1,003,871)	****	420,293	(1,424,164)	n/a

All values are in US Dollars.

PART I - ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS	TELECOM ARGENTINA S.A.

100

Table of Contents We incurred a financial loss, net of P$1,003,871 million in 2023, as compared to financial income, net of P$420,293 million in 2022. Financial Results, net in 2023 mainly include losses generated by (i) foreign exchange differences measured in real terms of P$1,490,835 million as a result of the U.S. dollar appreciating 118% against the Argentine Peso compared to a 211.4% inflation (compared to a gain of P$294,154 million in 2022 and 72.5% devaluation of the Argentine Peso against the U.S. dollar compared to a 94.8% inflation in 2022), (ii) interest on borrowings measured in real terms of P$127,344 million (compared to P$101,389 million in 2022), and (iii) other financial results of P$43,203 million (compared to P$58,746 million in 2022). These losses were partially offset by gains generated by (i) the effect generated by the restatement in current currency, which amounted to a gain of P$409,001 million (compared to P$360,523 million in 2022), (ii) fair value gains on financial assets at fair value through profit or loss of P$140,072 million (compared to a loss of P$86,008 million in 2022) and (iii) gains from remeasurement in borrowings of P$108,438 million (compared to P$11,759 million in 2022).

Income Tax

Income tax amounted to a gain of P$736,601 million in 2023 as compared to a gain of P$179,733 million in 2022. It includes mainly the following effects: (i) regarding current tax expenses, Telecom’s generated tax loss in fiscal year 2023 amounting to P$6,313 million and tax gain in fiscal year 2022 amounting to P$118,816 million, and (ii) regarding the deferred tax, in 2023 Telecom recorded a deferred tax gain of P$742,914 million compared to a deferred tax gain of P$60,917 million in 2022.

For more information on income tax, see Notes 3 and 15 to our Consolidated Financial Statements.

Net loss

Telecom Argentina recorded a net loss of P$543,727 million in 2023 as compared to a net loss of P$1,394,512 million for 2022 and represents (12.1)% of consolidated revenues as compared to (28.2)% in 2022. The loss was mainly due to the operating loss amounting to P$272,346 million and financial result, net of P$1,381,290 million, partially offset by the income tax benefit amounting to P$736,601 million.

Net loss attributable to controlling shareholders amounted to P$561,242 million in 2023 as compared to a net loss of P$1,409,383 million in 2022.

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101

Table of Contents Liquidity and Capital Resources

Sources and Uses of Funds

We expect the main sources of Telecom Argentina’s liquidity in the short term to be cash flows from Telecom Argentina’s operations and cash flows from financing from third parties, which may include accessing to domestic and international capital markets and obtaining financing from financial institutions. Telecom Argentina’s principal uses of cash flows are expected to be capital expenditures, operating expenses, dividend payments to its shareholders, payments of borrowings and for general corporate purposes. Telecom Argentina expects working capital, funds generated from operations, dividend payments from its subsidiaries and financing from third parties to be sufficient. Telecom Argentina assumes that it will be able to access the domestic and international capital markets in 2025 to refinance its outstanding debt, if necessary.

Borrowings Developments during 2024

The most relevant borrowings developments in 2024 were the following:

Corporate Notes

During 2024, Telecom Argentina successfully completed the issuance new series of Notes as follows:


			Principal value										Interest
Series	****	Currency	(in millions)	****	Issuance date	****	Maturity date	****	Amortization	****	Interest rate	****	payment date
20		USlinked	59.7		06/2024		06/2026		In one installment at maturity date		Annual fixed rate of 5.00%		Quarterly basis
			21.6		06/2024		06/2026		In one installment at maturity date		Annual fixed rate of 5.00%		Quarterly basis
			500		07/2024		07/2031		In three installments of:<br>33% in 07/2029<br>33% in 07/2030<br>34% in 07/2031		Annual fixed rate of 9.50%		Semi-annual
21		US	115.3		07/2024		07/2031		In three installments of:<br>33% in 07/2029<br>33% in 07/2030<br>34% in 07/2031		Annual fixed rate of 9.50%		Semi-annual
			1.9		08/2024		07/2031		In three installments of:<br>33% in 07/2029<br>33% in 07/2030<br>34% in 07/2031		Annual fixed rate of 9.50%		Semi-annual
			200		10/2024		07/2031		In three installments of:<br>33% in 07/2029<br>33% in 07/2030<br>34% in 07/2031		Annual fixed rate of 9.50%		Semi-annual
22		USlinked	33.7		08/2024		02/2026		In one installment at maturity date		Annual fixed rate of 2%		Quarterly basis
23		US	75.2		11/2024		11/2028		In one installment at maturity date		Annual fixed rate of 7%		Semi-annual

All values are in US Dollars.

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Table of Contents

Bank and other financing entities loans

●	During June 2024, disbursements of the credit line with EDC of US$11.6 million (equivalent to P$12,969 million as of December 31, 2024) were completed, maturing in May 2030. The principal disbursed accrues compensatory interest at a semi-annual SOFR plus a margin of 6.65 %.
●	During July and August 2024, the Company exchanged US$117.3 million of its 2026 Notes for US$117.2 million of its Series 21 Notes.
---	---
●	During August 2024, through the liquidation of BOPREAL bonds, the Company prepaid its loan with the supplier CISCO for US$18 million (principal of US$17.6 million and interest of US$0.4 million). This negotiation resulted in a reduction of US$1.8 million (P$1,903 million in current currency as of December 31, 2024) recognized in “Borrowings renegotiation results and repurchase Notes” item, within “Financial results from borrowings”.
---	---
●	The Company has used US$704 million (P$730,344 million in current currency as of December 31, 2024) from Series 21 Notes for the payments and prepayments of the following borrowings and Notes:
---	---
o	IFC:
---	---
◾	On August 15, 2024, the Company paid an amortization installment for US$40.9 million, fully prepaid the outstanding principal amount of US$38.3 million and paid the accrued interest and corresponding expenses amounting to US$5 million under its loan agreement dated March 4, 2019. On the same date, the Company paid an amortization installment for US$16.8 million, partially prepaid US$125 million and paid the accrued interest and corresponding expenses amounting to US$13 million under its loan agreement dated June 28, 2022.
---	---
◾	On September 15, 2024, the Company paid an amortization installment for US$15.4 million, fully prepaid the outstanding principal amount of US$62.7 million and paid the accrued interest and corresponding expenses amounting to US$6 million under its loan agreement dated October 5, 2016.
---	---
◾	Finally, on December 9, 2024, the Company fully prepaid the outstanding principal amount of US$42.7 million and paid the accrued interest and corresponding expenses amounting to US$2.2 million under its loan agreement dated June 28, 2022.
---	---
o	IIC: On September 3, 2024, the Company partially prepaid US$135 million and paid the accrued interest and corresponding expenses amounting to US$5.3 million under its loan agreement dated May 29, 2019.
---	---
o	Series 5 Notes: In August 2024, the Company repurchased Series 5 Notes for US$19.7 million.
---	---
o	Series 1 Notes: On December 20, 2024, the Company partially prepaid US$120 million and paid the accrued interest and corresponding expenses amounting to US$6 million of Series 1 Notes.
---	---
o	Interest payment: the Company paid accrued interest amounting to US$50 million of Series 1, 8 and 21 Notes.
---	---
●	In November 2024, the Company partially paid RMB156 million (principal and interest) of its loan agreement with CDB (P$22,802 million in current currency as of December 31, 2024).
---	---
●	In December 2024, the Company partially prepaid US$34.5 million (principal and prepaid fees) (P$35,285 million in current currency as of December 31, 2024) from its loan agreement with IDB dated May 29, 2019.
---	---

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Table of Contents For more information about Telecom’s financing facilities (including currency, maturity, interest rate structure and amortization schedule), see Notes 13 and 26 to our Consolidated Financial Statements.

Derivate Financial Instrument

From time to time, in the ordinary course of business, Telecom enters derivative contracts to hedge the fluctuation of, mainly, exchange and interest rates.

In August 2024, the Company canceled the three DFI agreements (signed during September 2022), to hedge the fluctuation of SOFR from the IFC loan signed on June 28, 2022, for its total amount, for the period beginning February 15, 2023, to August 15, 2025. The DFI agreements entered into covered a total amount of US$184.5 million. The interest rates were 3.605%, 3.912% and 3.895%, respectively.

During 2024, Telecom Argentina entered several DFI agreements amounting to US$50 million to hedge the fluctuation of the exchange rate from its loan portfolio, fixing the average exchange rate at 1,004 Argentine Pesos/US$. The DFI agreements expired between July 2024 and August 2024.

For more information about Telecom’s derivative contract, see Note 22 and 26 to our Consolidated Financial Statements.

Cash Flow

The table below summarizes, for the years ended December 31, 2024, 2023 and 2022, Telecom’s consolidated cash flows:


	****	Year ended December 31,
		2024		2023			2022
	****	(Pmillion)
Cash flows provided by operating activities					1,345,122			1,451,363
Cash flows used in investing activities					(1,240,360)			(1,124,788)
Cash flows used in financing activities					(209,395)			(310,578)
Net foreign exchange differences and RECPAM on cash and cash equivalents					180,957			(6,596)
Increase/ (Decrease) in cash and cash equivalents			****		76,324	****		9,401
Cash and cash equivalents at the beginning of the year	****		****		271,606	****		262,205
Cash and cash equivalents at the end of the year	****		****		347,930	****		271,606

All values are in US Dollars.

As of December 31, 2024, 2023 and 2022, we had P$318,319 million, P$347,930 million and P$271,606 million in cash and cash equivalents, respectively.

Cash flows provided by operating activities were P$811,496 million, P$1,345,122 million and P$1,451,363 million in 2024, 2023 and 2022, respectively.

Net cash provided by operating activities decreased P$533,626 million, or 39.7% in 2024 compared to 2023, primarily due to an increase of P$587,539 million in net cash outflows in connection with changes in our assets and liabilities, slightly offset by a decrease of P$50,137 million in net loss, adjusted for non-cash income and expense and lower income tax payments of P$3,776 million. The decrease was primarily due to an increase in trade payable payments, mostly due to settlements of outstanding foreign currency payables (which also were settled using government bonds), an increase in payments of salaries and social security payables, partially offset by an increase in cash flows related to trade receivables and other receivables.

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Table of Contents Net cash provided by operating activities decreased P$106,241 million, or 7.3% in 2023 compared to 2022, primarily due to a P$537,164 million increase in net loss, adjusted for non-cash income and expense which was partially offset by (i) a P$373,395 million decrease in net cash outflows in connection with changes in our assets and liabilities and (ii) a P$57,528 million decrease in cash outflows used to pay income tax. The decrease in net cash outflows was primarily due to a decrease in the amounts paid to suppliers in foreign currency given the economic context and the foreign exchange restrictions in force during 2023, which was partially offset by an increase in the use of cash for acquisition of inventories and an increase in trade receivables.

Cash flows used in investing activities were P$383,416 million, P$1,240,360 million and P$1,124,788 million in 2024, 2023 and 2022, respectively.

In 2024, cash flows used in investing activities included payments for acquisitions of PP&E and Intangible assets of P$394,208 million, investments not considered as cash and cash equivalents of P$322,369 million, net of cash acquired from investments not considered as cash and cash equivalents of P$332,958 million.

In 2023, cash flows used in investing activities included payments for acquisitions of PP&E and Intangible assets of P$1,009,352 million and payments for investments not considered as cash and cash equivalents, net of P$582,846 million, partially offset by proceeds from sale of investments not considered as cash and cash equivalents of P$304,533 million.

In 2022, cash flows used in investing activities included payments for acquisitions of PP&E and Intangible assets of P$830,541 million, investments not considered as cash and cash equivalents of P$394,458 million, and payments for acquisition of subsidiaries of P$2,759 million.

Cash flows used in financing activities were P$405,621 million, P$209,395 million and P$310,578 million in 2024, 2023 and 2022, respectively.

In 2024, cash flows used in financing activities included payments for borrowings, interest and related expenses and leases liabilities for P$1,538,496 million, payment for repurchase of Notes for P$26,540 million and cash dividend payments for P$9,604 million partially offset by proceeds from borrowings for P$1,196,510 million.

In 2023, cash flows used in financing activities included payments for borrowings, interest and related expenses and leases liabilities for P$1,044,647 million and cash dividend payments for P$8,754 million partially offset by proceeds from borrowings for P$845,291 million.

In 2022, cash flows used in financing activities included payments for borrowings, interest and related expenses and leases liabilities for P$880,115 million and cash dividend payments for P$8,334 million partially offset by proceeds from borrowings for P$577,871 million.

Liquidity

The liquidity position of Telecom Argentina is and will be significantly dependent on its operating performance, its indebtedness, capital expenditure programs and dividends from its subsidiaries, if any.

Working Capital

Operating Working Capital is a non-GAAP measure, defined as the difference between our operating current assets and operating current liabilities. Our Management believes this measure is useful for assessing our efficiency in managing our short-term assets and liabilities and ensuring operational continuity. For reconciliation of Operating Working Capital to the most directly comparable IFRS Accounting Standards measure, see “—Reconciliation” below.

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Table of Contents Net Current Financial Liability is a non-GAAP measure, defined as the difference between our financial assets and financial liabilities. Our Management believes this measure is useful for assessing our solvency and liquidity because it provides a view of our ability to meet our short- and long-term financial obligations. For reconciliation of Net Current Financial Liability to the most directly comparable IFRS Accounting Standards measure, “Reconciliation” below.

Working Capital is a non-GAAP measure, defined as the difference between our current assets and current liabilities. Our Management believes this metric is useful for measuring our short-term financial health and operational efficiency and assessing our ability to manage our liquidity and sustain our operational activities. For reconciliation of Working Capital to the most directly comparable IFRS Accounting Standards measure, “Reconciliation” below.

Telecom’s working capital breakdown and its main variations are disclosed below:


		2024		2023			Variation
		(Pmillion)
Trade receivables					289,338			6,654
Other receivables					70,752			(25,997)
Inventories					68,659			(8,215)
Current liabilities (not considering borrowings)					(1,182,978)			297,307
Operating working capital- negative	****		****		(754,229)	****		269,749
As % of Revenues			%		16.8	%

Cash and cash equivalents					347,930			(29,611)
DFI					3,373			(3,373)
Investments					269,959			(236,375)
Current borrowings					(1,227,050)			154,309
Net Current financial (liability) asset	****		****		(605,788)	****		(115,050)

Assets classified as held for sale					—			1,765
Negative working capital (current assets — current liabilities)	****		****		(1,360,017)	****		156,464
Liquidity rate	****		****		0.44	****		(0.06)

All values are in US Dollars.

Telecom has a typical working capital structure corresponding to a company with intensive capital that obtains spontaneous financing from its suppliers (especially PP&E and Intangible assets) for longer terms than those it provides to its customers. According to this, the negative working capital amounted to P$1,203,553 million as of December 31, 2024 (decreasing P$156,464 million compared to December 31, 2023).

During 2024, Telecom raised funds from the financial market to refinance part of its borrowings in order to optimize its maturity, interest rate and structure. For more information, see “—Liquidity and Capital Resources—Sources and Uses of Funds—Borrowings Developments during 2024”. Telecom will continue with its strategy of refinancing its borrowings in order to extend the contractual terms, and to obtain lower financing costs, with the aim of being able to cover its negative working capital.

Additionally, in relation to the acquisition of Telefónica Móviles, the financing described under “Item 4—Information on the Company—Recent Developments—Acquisition of Telefónica Móviles”, will not affect our Working Capital position for the next twelve months, since the capital maturities begin in 2028.

For our definitions of (i) Operating Working Capital; (ii) Net Current Financial Liability and (iii) Working Capital, see “—Working Capital” herein.

Reconciliation

The following tables show a reconciliation of (i) Operating Working Capital; (ii) Net Current Financial Liability and (iii) Working Capital, in each case the most directly comparable IFRS Accounting Standards measure:

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Table of Contents Operating working capital – negative


	****	2024	2023
		(Pmillion)
Trade receivables (current)		295,992	289,338
Other receivables (current without DFI)		44,755	70,752
Inventories		60,444	68,659
Current liabilities		(1,958,412)	(2,410,028)
Borrowings (current)		1,072,741	1,227,050
Operating working capital - negative		(484,480)	(754,229)

All values are in US Dollars.

Net Current financial liability


	****	2024	2023
		(Pmillion)
Current liabilities		(1,958,412)	(2,410,028)
Trade payables (current)		444,687	777,098
Salaries and social security payables (current)		226,262	198,470
Income tax payables		4,560	3,401
Other taxes payables (current)		90,662	85,250
Dividend payable		686	—
Leases liabilities (current)		74,531	62,576
Other liabilities (current)		40,399	44,554
Provisions (current)		3,884	11,629
Cash and cash equivalents		318,319	347,930
Other Receivables DFI (current)		—	3,373
Investments (current)		33,584	269,959
Net Current financial liability		(720,838)	(605,788)

All values are in US Dollars.

Negative working capital (current assets — current liabilities)


	****	2024	2023
		(Pmillion)
Current assets		754,859	1,050,011
Current liabilities		(1,958,412)	(2,410,028)
Negative working capital (current assets — current liabilities)	****	(1,203,553)	(1,360,017)

All values are in US Dollars.

The Company has several financing sources and several offers from first-class international institutions to diversify its current funding structure, which includes accessing the domestic and international capital market and obtaining competitive bank loans in what relates to terms and financial costs, with the objective of covering its investments, operative working capital, and other corporative expenses and refinancing part of its borrowings.

To protect itself from changes in market conditions that could constrain its access to funding under certain circumstances, Telecom maintains certain minimum cash and liquid assets balances in its normal course of business. Telecom had consolidated cash and cash equivalents amounting to P$318,319 million and P$347,930 million as of December 31, 2024, and 2023, respectively. During the years ended December 31, 2024, and 2023, Telecom continued obtaining funds to the financial market used to pay its investments, operative working capital, and other corporative expenses and refinancing part of its borrowings within the framework of its permanent policy of optimizing the term, rate and structure of its borrowings. For further information, see Note 13 to our Consolidated Financial Statements.

For further information on the breakdown of our financial liabilities into relevant maturity groups based on the remaining period from December 31, 2024 to the contractual maturity date, please see Note 26 to our Consolidated Financial Statements.

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Table of Contents Further, the Company has future obligations related to various purchase commitments that are presented in Note 20 to our Consolidated Financial Statements.

Compliance with Covenants

The Company holds certain loans with IDB, Finnvera, EDC, and CDB, hereinafter collectively referred to as the “Lenders”, which, as of December 31, 2024, amount to P$278,003 million. These loans establish, among other provisions, the obligation to comply with certain financial ratios, which are calculated based on contractual definitions, on a quarterly basis, along with the presentation of the Company’s financial statements: i) “Net Debt/EBITDA” and ii) “EBITDA/Interest Net”.

Considering the complexity of Argentina’s economic situation, which prevented the early and accurate estimation of certain financial ratios as of December 31, 2023, the Company, as of December 31, 2023, requested and obtained waivers regarding the Net Debt/EBITDA ratio.

During March 2024, the Company requested and obtained from the Lenders new waivers effective until March 31, 2025, which allowed increasing the maintenance Net Debt/EBITDA ratio above the originally established level (raising it to 3.75), for the calculation period between December 31, 2023 and December 31, 2024, establishing a net debt of US$2.700 billion on each calculation date, among other matters.

On January 31, 2025, the Company notified the Lenders that, due to the improvement of Argentina’s economic situation during 2024, the Company has been able to revert the situation that motivated the waiver and has complied with the ratios established in the original loan agreements since the calculation period ending on September 30, 2024, and has complied at all times with the conditions and restrictions set forth in the waiver agreements. As a consequence, and based on the early calculation of the ratios for the calculation period ending on December 31, 2024, following the methodology set forth in the original loan agreements, the Company has informed the lenders that such waivers should no longer be in effect and that the original terms of the loan agreements shall be reinstated in their entirety.

Additionally, beyond the flexibility established in the waivers, the Company has also been within the limits established in the original loan agreements in relation to the aforementioned ratios for the calculation periods of 2024.

As of the date of issuance of this Annual Report, the Company complies with: a) the EBITDA/ Interest Net ratio and b) the Net Debt/EBITDA ratio established in the original loan agreements and is also in compliance with the rest of the covenants established.

For more information on our financial ratio waivers, see Note 13 of our Consolidated Financial Statements.

Dividends to Shareholders

Telecom Argentina has distributed non-cash dividends through the delivery of 2030 and 2035 Global Bonds issued by Argentina, funded by partial reversals of its voluntary reserve. These distributions were approved by the Ordinary and Extraordinary Shareholders’ Meetings held on June 2, 2022, April 27, 2023, and April 25, 2024. The table below summarizes these distributions:


Year	Non cash	****	Distributed amount
			Currency of the	Current currency as of
			transaction date	December 31, 2024
			(in millions of P)
2024	2030 Global Bonds: US$145,602,795		115,725	118,854
2023	2030 Global Bonds: US$411,214,954		47,701	227,443
2022	2030 Global Bonds: US$411,145,986 <br>2035 Global Bonds: US$103,854,014		31,634	306,909

All values are in US Dollars.

For more information on our dividends to shareholders, see Note 4 of our Consolidated Financial Statements.

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Table of Contents Our ability to generate sufficient cash from our operations to satisfy our indebtedness and capital expenditure needs may be affected by macroeconomic factors influencing our business, including, without limitation, the rate at which Argentine Pesos can be exchanged for U.S. dollars and rates of inflation, among others. Certain statements expressed in this section constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and involve risks and uncertainties, including those described in this Annual Report in “Item 3—Key Information—Risk Factors”. Actual results may differ materially from our expectations described above as a result of various factors.

Capital Expenditures

We estimate that our capital expenditures in 2025 will be approximately P$946,963 million without considering the Telefónica Móviles acquisition described under “Item 4—Information on the Company—Recent Developments—Acquisition of Telefónica Móviles”, as compared to P$806,649 million in 2024 (which represented 19.5% of our consolidated revenues).

The primary investment projects in PP&E are related to the expansion of cable television and internet services, aimed at improving transmission and access speed for customers, the deployment of 4G coverage and capacity, and the continued expansion of 5G to support mobile internet growth and enhance service quality.

In terms of infrastructure, throughout 2024, we continued to enhance the services we provide through the deployment of the 4G/LTE network, and the deployment of fiber optics to connect homes with broadband, which also improved our fixed and data networks. The deployment of 4G/LTE reached a coverage of 97% of the urban population, and we achieved a coverage of 98% of the population in Argentina’s major cities. Our mobile network customers with access to our 4G network, according to the latest benchmark conducted by Ookla in December 2024, experience improved service quality, with average speeds of 78 Mbps compared to 35 Mbps in the same period of 2023. Additionally, approximately 77% of calls are made via VoLTE, a technology that enables voice calls over the 4G network with significant improvements in audio and video quality.

Furthermore, we continued deploying mobile site connectivity to achieve better quality and capacity, replacing radio links with high-capacity fiber optic connections. Lastly, we continued with the plan to connect remote and low-density areas through satellite backhaul.

See “Item 3—Key Information—Risk Factors—Risks Relating to Telecom and its Operations—We face substantial and increasing competition in the Argentine fixed and mobile telephony, cable television, internet and Fintech Services businesses”. We expect to finance our capital expenditures through cash generated from our operations, cash on hand and financing from third parties; therefore, our ability to fund these expenditures is dependent on, among other factors, our ability to generate sufficient funds from operations. Telecom’s ability to generate sufficient funds for capital expenditures is also dependent on its ability to increase its service prices, the increase of its operating costs due to inflation and the increase of the cost of imported materials in Peso terms as a result of the devaluation of the Peso/U.S. dollar.

Research and Development, Patents and Licenses, etc.

None.

Trend Information

We closed 2024 with significant achievements that strengthen our commitment to the development of the digital economy. Through our leadership in the ICT sector, we continue to connect people, communities, and businesses, boosting their digital experience with innovative solutions and a comprehensive ecosystem of services.

Throughout the year, Telecom strengthened the deployment of its fiber optic networks and expanded its 4G network coverage, delivering high-quality connectivity across the country. Furthermore, it reaffirmed its leadership in digital platforms, which continue to expand their user base, with services like Flow, a benchmark in entertainment, and the digital wallet Personal Pay, which continues to strengthen its position in the fintech industry.

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Table of Contents On the other hand, Personal 5G continues its deployment of fifth-generation mobile sites across major cities in Argentina, cementing its role as the standard that will transform industries and open up new business opportunities. With a planned investment to meet the growing demand for this technology, Telecom reaffirms its role as a catalyst for innovation in an expanding digital ecosystem.

A significant development in 2024 was the repeal of Decree No. 690/20, which had restricted competition and the freedom to set prices in ICT services. This advancement not only enhanced predictability within the sector but also paved the way for new regulatory initiatives poised to further boost the ICT industry. We are confident in this new stage for the country, with a path of growth and economic expansion ahead that necessitates full digital development, driven by the simplification and modernization of regulations and tax schemes that favor private investment in the ICT industry.

Regionally, Telecom continues to expand its reach in Paraguay, Uruguay, and Chile, leveraging the platformization of services as a key business model. In this context, the Company leads the GSMA Open Gateway initiative in Argentina, which aims to standardize and monetize network assets. This project will enable the implementation of security solutions to accelerate the technological development of the entire region’s digital ecosystem.

Telecom not only drives the development of the digital economy but also works on sustainability initiatives such as energy efficiency and the circular economy, integrating these values into its operational model. This approach reflects its commitment to a sustainable future for both its customers and society at large.

Telecom reaffirms its financial strength and forward-looking approach, evolving from a traditional telecommunications company to a digital company with regional impact.

Looking ahead, we seek to continue leading the digital transformation in Argentina, connecting ideas, talent, and opportunities that enhance innovation and growth in an increasingly interconnected world.

Safe Harbor

See the discussion at the beginning of this Item 5 and “Forward-Looking Statements” in the introduction of this Annual Report, for forward-looking statement safe harbor provisions.

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Table of Contents

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

The Board of Directors

The direction and management of Telecom Argentina is vested in the Board of Directors and its executive officers. Telecom Argentina’s bylaws were amended at the Ordinary and Extraordinary Shareholders’ Meeting held on August 31, 2017, providing for a Board of Directors consisting of (i) no fewer than eleven and no more than seventeen directors and (ii) the same or a lesser number of alternate members. This amendment was recorded with the IGJ on August 30, 2018.

Due to the resignation of director Eduardo de Pedro and alternate director Juan Santiago Fraschina effective December 7, 2023, from December 7, 2023, until April 25, 2024, Telecom Argentina had ten directors and ten alternate directors. From April 25, 2024, until the date of this Annual Report, Telecom Argentina has eleven directors and eleven alternate directors. As of April 25, 2024, three of the directors and two of the alternate directors qualify as independent directors under SEC regulations and four of the directors and three of the alternate directors also qualify as independent directors under CNV rules. According to Telecom Argentina’s bylaws, the Board of Directors has all the required authority to manage the corporation, including authority for which the law requires special powers. The Board of Directors operates when there is a quorum of the absolute majority of its members and resolves issues by simple majority of votes present, provided that in respect of certain matters (the “Supermajority Matters”) the favorable vote of at least one Director proposed for designation by the Class A and one Director proposed for designation by the Class D is required to pass a resolution. According to Telecom Argentina’s bylaws, the chairman of the Board of Directors (the “Chairman”) has a double vote in the case of a tie, except in respect of Supermajority Matters. Under CNV regulation, in order to be independent, a director must neither be employed by, nor affiliated with, Telecom Argentina, CVH or FTL. Directors and alternate directors are normally elected at Annual Ordinary Shareholders’ Meetings (as defined below) and serve a renewable three-year term. The term of the current directors expires on December 31, 2026. None of Telecom Argentina’s directors have services contracts with Telecom Argentina (or any subsidiary) providing for benefits upon termination of employment as a director.

On January 31, 2018, the Board of Directors approved the internal rules of the Executive Committee, —the Rules of the Executive Committee (Reglamento de Facultades y Funcionamiento)— provided for in Section 13 of our Bylaws. The Executive Committee is in charge of the approval, inter alia, of matters in the ordinary course of business, but without executive responsibilities which shall be in charge of the officers of the Company, the preliminary approval of significant plans, approval of the Business Plan and Annual Budget of the Company and also certain other duties. The Executive Committee is comprised of five members, all of which must be members of the Board of Directors of our Company. The Executive Committee takes all of its resolutions by the unanimous vote of all its members, and if such consent is not obtained in respect of any matter, such matter is posted for approval of the Board of Directors.

As established in the Telecom Shareholders’ Agreement between CVH and FTL, for so long as CVH holds a certain percentage of Telecom Argentina shares, CVH shall be entitled to designate the majority of the directors, alternate directors, members of the Supervisory Committee, Executive Committee members, Audit Committee members, the CEO and any other Key Employees (other than the CFO and the Internal Auditor, who shall be designated by FTL). CVH shall also be entitled to nominate the Chairman of the Board and FTL to nominate de Vice Chairman of the Board. In the absence of a director, the corresponding alternate director may attend and vote at meetings of the Board of Directors.

See “Item 7—Major Shareholders and Related Party Transactions—Major Shareholders—Telecom Shareholders’ Agreement” for a description of certain agreements relating to the appointment of members of the Board of Directors.

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Table of Contents The following table lists our directors and alternate directors as of December 31, 2024, and as of the date of this Annual Report:


	****		****	Date Director joined
Name		Position on the Board of Directors		the Board of Directors
Carlos Alberto Moltini		Chairman of the Board of Directors		January 1, 2020
Mariano Marcelo Ibáñez		Vice Chairman of the Board of Directors		March 8, 2016
Alejandro Alberto Urricelqui		Director		January 1, 2018
Ignacio Rolando Driollet		Director		January 1, 2023
Damián Fabio Cassino		Director		January 1, 2018
Carlos Alejandro Harrison		Director		March 8, 2016
Martín Héctor D'Ambrosio		Director		March 8, 2016
Ignacio Cruz Moran		Director		February 28, 2023
Luca Luciani		Director		January 31, 2018
Baruki Luis Alberto González		Director		April 8, 2016
Julian Akerman		Director		April 25, 2024
María Lucila Romero		Alternate Director		January 1, 2018
Sebastián Ricardo Frabosqui Diaz		Alternate Director		January 1, 2018
Claudia Irene Ostergaard		Alternate Director		January 31, 2018
Ignacio José María Sáenz Valiente		Alternate Director		January 1, 2020
José Carlos Cura		Alternate Director		April 27, 2017
Miguel Angel Graña		Alternate Director		January 1, 2018
Facundo Martín Goslino		Alternate Director		January 31, 2018
Lucrecia María Delfina Moreira Savino		Alternate Director		January 31, 2018
María Constanza Martella		Alternate Director		April 28, 2021
Carolina Susana Curzi		Alternate Director		January 31, 2018
Alberto Viglino		Alternate Director		April 25, 2024

Executive Committee

The following table lists the members of our Executive Committee as of December 31, 2024, and as of the date of this Annual Report:


Name
Carlos Alberto Moltini
Alejandro Alberto Urricelqui
Mariano Marcelo Ibáñez
Ignacio Rolando Driollet
Ignacio Cruz Moran

Carlos Alberto Moltini is an accountant with a degree from the University of Buenos Aires. He was appointed CEO of the Company in November 2017. On January 1, 2020, he ceased his function as CEO and became a member of the Board of Directors of Telecom Argentina and a member of its Executive Committee. Until the Merger, Mr. Moltini had been a member of the Board of Directors of Cablevisión since October 2006 and General Manager of Cablevision from November 2006 to November 2017. Before that, Mr. Moltini was the General Manager of Multicanal S.A. and, before that, he was the CFO of Arte Radiotelevisivo Argentino S.A. (“Artear”) for seven years, a leading broadcasting channel in the City of Buenos Aires, owned by Grupo Clarín. Previously, Mr. Moltini worked for Bagley Argentina S.A. and other broadcasting companies. He was born on November 16, 1960.

Mariano Marcelo Ibáñez is a lawyer with a degree from the University of Buenos Aires. He was the Chairman of the Board of Directors of the Company from March 2016 until January 1, 2018. He is currently the Vice Chairman and member of the Executive Committee. Previously, he was Director of Cablecom and Chairman and acting CEO of Cablevisión. He was a Director of Multimedios América (Cablevisión, Radio América, Radio del Plata, El Cronista and América TV). He was born on August 25, 1959.

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Table of Contents Alejandro Alberto Urricelqui is an Accountant with a degree from the University of Buenos Aires and has a Master Degree in Finance. He was Chairman of the Board of Directors of the Company from January 1, 2018, until May 21, 2020. He is a member of the Executive Committee. He was the Chairman of Cablevisión until it was merged into the Company. Mr. Urricelqui joined Grupo Clarín in 1990. As Chief Financial Officer, he participated in the business expansion and integration of Grupo Clarín’s media and telecommunications, including the acquisition of Cablevision in 2006 and its merger with Multicanal S.A., and in Grupo Clarín’s initial public offering in 2007. He was born on October 16, 1959.

Ignacio Rolando Driollet is a lawyer with a degree from the Pontifical Catholic University of Argentina. In 2005, he obtained the title of “Psychological Consultant” at the Argentine School of Social Psychology. Between 1983 and 1987, he worked in the Judiciary, Special, Civil and Commercial courts as an analyst in the first instance and later as a Chamber Rapporteur. From 1987 to 1992, he was a lawyer at Estudio Sáenz Valiente & Padilla. From 1992 to December 2022, he has held various positions at Grupo Clarín S.A. including management positions in most of its companies, serving as Director and member of the Executive Committee of Cablevisión S.A. Between 1997 and 2022, he was Director of Strategic Planning of Grupo Clarín S.A. As of January 2023, he has been appointed Director and Chairman of the Board of Cablevisión Holding S.A. as well as Director and member of the Executive Committee at Telecom Argentina. He is the author of the work “Master of Teachers, the letters of Gamaliel”, published in 2010 by Editorial San Pablo of Buenos Aires and has been associated with the Christian Association of Business Leaders (ACDE) for more than twenty years, becoming a member of its Board of Directors in 2019. He was born on February 1, 1962.

Damián F. Cassino is a lawyer with a degree from the University of Buenos Aires. He is a partner at the Argentine law firm Saénz Valiente & Asociados. Mr. Cassino specializes in complex litigation and antitrust law. He currently is a director of Telecom Argentina and, until December 31, 2019, he was a member of its Executive Committee. He is also a member of the board of directors of various companies, including GC Dominio. He was born on January 16, 1969.

Carlos Alejandro Harrison is a Business Administrator with a degree from the University of Buenos Aires and completed postgraduate studies at IAE Business School. He has been a member of the Board of Directors since March 2016 and is a member of the Company’s Audit Committee. Previously, he was President of Producciones YAQ S.A. and President of Business Development for AMC Networks International. Before that, he was the General Manager of Chello Latin America and Pramer SCA (both controlled by Liberty Global plc). Mr. Harrison also worked for Grupo Clarín S.A. as a Business Development Manager and was the Director of International Operations at Multicanal S.A. He was born on January 19, 1963.

Martín Héctor D’Ambrosio is a lawyer with a degree from the University of Buenos Aires. He has been a member of the Board of Directors since March 2016, and he is also a member of the Company’s Audit Committee. He currently is Managing Partner at GS1 S.R.L. and legal advisor to several companies. Previously, he worked with the legal firm Dellepiane & Asociados, and for many years, he was in charge of the legal area of US Equities Realty. He was born on March 9, 1974.

Ignacio Cruz Moran is a Public Accountant with a degree from the University of Buenos Aires and his professional training is in auditing, finance and business. He began his professional career at Arthur Andersen (currently, Ernst & Young) in the area of financial institutions and capital markets, becoming an audit and advisory manager. In 1998, he joined Banco de San Juan S.A. as internal auditor and later served the Board of Directors of the four banks of the Banco San Juan Group (Banco de San Juan S.A., Banco de Santa Cruz S.A., Nuevo Banco de Santa Fe S.A. and Nuevo Banco of Entre Ríos S.A.). In 2008, he became CFO at YPF S.A. and from 2010 to 2012 he served as COO of said company. In those years, Mr. Moran was also a member of the Board of Directors of different local YPF affiliates. Between 2012 and 2016, he served as a deputy to the Board of Directors of Grupo Banco San Juan, in financial and new business matters. He was CFO of Telecom Argentina from May 2016 to March 2017. Since 2017, he works independently as a business advisor and is a businessman. He was born on August 5, 1970.

Luca Luciani has a degree in Economics and Trade from LUISS University (Rome). He has been a member of the Board of Directors since January 31, 2018. Luca Luciani was the Managing Director and CEO of Value Partners, a multinational Italian consultancy firm operating through a network of 250 professionals around the world, until November 2018. For 15 years, since 1999, he built a comprehensive experience as manager of telecommunications businesses, among others: CEO of Tim Brazil, General Manager of Telecom Italia domestic business, Group controller and CFO of Tim Spa, Vice President Marketing and Sales of TI Group and CTO of Mobile. Previously, Mr. Luciani has more than 10 years of experience in different sectors and positions, such as Group Controller of Enel, Manager of Procter & Gamble and consultant in Bain&Company network. He was born on November 2, 1967.

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Table of Contents Baruki Luis Alberto González is a lawyer with a degree from the University of Buenos Aires. Mr. González joined the Board of Directors of Sofora, Nortel, Telecom Argentina and Personal in April 2016 (Sofora, Personal and Nortel were merged into Telecom Argentina). Mr. González is a founding member of the Argentine law firm Errecondo, González & Funes that provides services as legal counsel to the Company. Between 1995 and 1996, he worked as an international associate at the United States law firm White & Case LLP. He is a member of the Public Bar Association of the City of Buenos Aires (Colegio Público de Abogados de la Capital Federal) and of the Buenos Aires City Bar (Colegio de Abogados de la Ciudad de Buenos Aires). He was born on July 29, 1967.

Julián Akerman is a lawyer with a degree from the University of Belgrano and completed postgraduate studies in Corporate Law at the University of Buenos Aires. He has been a member of the Board of Directors of Telecom Argentina since April 25, 2024, appointed at the request of ANSES — FGS. He was born on October 20, 1969.

María Lucila Romero is a lawyer with a degree from the Pontifical Catholic University of Argentina. She is a partner at the Argentine law firm Saénz Valiente & Asociados. She specializes in corporate law, particularly mergers and acquisitions. She has been a member of the board of directors in various companies. Mss. Romero currently serves as director of GC Dominio. and as alternate director of Telecom. She was born on August 12, 1967.

Sebastián Ricardo Frabosqui Díaz is a lawyer with a degree from the Pontifical Catholic University of Argentina, has a Master’s Degree in Law and Economics at Universidad Torcuato Di Tella and a Master in Laws (LL.M.) degree at Northwestern University. He has been an alternate director of Telecom Argentina since January 2018. He is a partner at the Argentine law firm Sáenz Valiente & Asociados. He specializes in mergers and acquisitions, general corporate consultancy, debt restructuring and capital markets. Between 2009 and 2010, he worked as foreign associate in the firms Fox, Horan & Camerini and Arnold & Porter at their respective offices in New York and Washington D.C. He was born on February 14, 1978.

Claudia Irene Ostergaard is a lawyer with a degree from Universidad del Salvador. She is a partner at the Argentine law firm Saénz Valiente & Asociados. She specializes in civil, commercial and administrative law, particularly, damage liability in litigation cases. She has been a member of the board of directors of various companies. She was born on May 29, 1974.

Ignacio José María Sáenz Valiente is a lawyer with a degree from the Pontifical Catholic University of Argentina and partner at the Argentine law firm Saénz Valiente & Asociados that provides services as legal counsel to the Company. Mr. Sáenz Valiente specializes in corporate law, particularly local and international acquisitions and wealth management. He currently is a member of the board of directors of various companies, including GC Dominio. and Cablevisión Holding S.A. and, since January 1, 2020, he is an alternate director of Telecom Argentina. He was born on December 21, 1975.

José Carlos Cura is an economist graduated from the University of Buenos Aires and holds a degree in Administration from the IAE Business School of Universidad Austral. He has been an alternate director of Telecom Argentina since April 2017. He currently works as an independent financial and real estate advisor. He started his carrier in the financial business at Lloyds Bank, where he worked for different departments, including the Treasury Department. He was born on September 25, 1962.

Miguel Angel Graña is a Public Accountant who graduated from the University of Buenos Aires with post-graduate studies at Harvard University. He has been an alternate director of Telecom Argentina since January 2018 and was a director of Telecom Personal (merged into Telecom Argentina) from March 2016 to November 2017. He is the Chairman of Compañía de Inversiones y Mandatos S.A. and Managing Partner at Megraso SRL. Previously, he was Managing Director at J. P. Morgan in charge of merger and acquisitions at the Buenos Aires office and Chairman at the Nokia distributor in Argentina. He was born on December 15, 1957.

Facundo Martín Goslino is a lawyer from the Pontifical Catholic University of Argentina and has a Master of Laws degree (LL.M.) from Cornell Law School, New York. He has been an alternate director of Telecom Argentina since January 31, 2018. He is a partner of the Argentine law firm Errecondo, González & Funes. He also is a member of the supervisory committee of other Argentine companies, mainly in the energy and gas distribution sectors. Mr. Goslino worked at Cleary Gottlieb Steen & Hamilton in 2006 as international associate. He is a member of the Public Bar Association of the City of Buenos Aires (Colegio Público de Abogados de la Capital Federal). He was born on January 19, 1975.

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Table of Contents Lucrecia María Delfina Moreira Savino is a lawyer with a degree from the Pontifical Catholic University of Argentina. She has been an alternate director of Telecom Argentina since January 2018. Ms. Moreira Savino is an associate of the Argentine law firm Errecondo, González & Funes. She is also currently an alternate member of the supervisory committee of other Argentine companies, mainly in the energy and gas distribution sectors. She was born on March 2, 1974.

María Constanza Martella is a lawyer with a degree from the University of Buenos Aires. She has been an alternate director of Telecom Argentina since April 28, 2021. She is a senior associate of the Argentine law firm Errecondo, González & Funes. She is also a member of the board of directors and the supervisory committee of other Argentine companies, mainly in the energy sector. She is a member of the Public Bar Association of the City of Buenos Aires (Colegio Público de Abogados de la Capital Federal). She was born on June 18, 1982.

Carolina Susana Curzi is a lawyer with a degree from the University of Buenos Aires. She has been an alternate director of Telecom Argentina since January 31, 2018. She is a partner of the Argentine law firm Errecondo, González & Funes. She also is a member of the supervisory committee of other Argentine companies, mainly in the energy and gas distribution sectors. She is a member of the Public Bar Association of the City of Buenos Aires (Colegio Público de Abogados de la Capital Federal). She was born on March 14, 1976.

Alberto Viglino is an engineer with a degree from the University of Buenos Aires and studied Business Management at the IAE Business School of the Universidad Austral. He has been an alternate director of Telecom Argentina since April 25, 2024, appointed at the request of ANSES — FGS. He was born on March 2, 1956.

Senior Management

As of December 31, 2024, Telecom’s senior management team includes the individuals listed below. Unless otherwise noted, these individuals are members of Telecom’s senior management as of the date of this Annual Report.


Name	****	Position ^(1)^	****	Date of Designation
Roberto D. Nóbile		Chief Executive Officer (“CEO”)		January 1, 2020
Gabriel P. Blasi		Chief Financial Officer (“CFO”)		September 27, 2017
Hernán P. Verdaguer		Director of Regulatory Matters		November 16, 2017
Pedro L. López Matheu		Director of External Communications, Sustainability and Media		June 14, 2016
Pablo C. Casey		Director of Legal and Institutional		November 16, 2017
Sebastián Palla		Chief of Procurement officer (“CPO”)		August 8, 2016
Gustavo Alejandro Buezas		Director of Human Capital		April 1, 2024
Gonzalo Hita		Chief Operation Officer (“COO”)		November 16, 2017
Miguel A. Fernandez		Chief Technology Officer (“CTO”)		November 16, 2017
Alejandro Miralles		Chief Audit & Compliance Officer		November 16, 2017
Fernando Cravero		Director of International Operations		March 1,2018
Maximiliano A. Olivera		Sr. Manager of Partners and National Market Alliances		November 1, 2021
Martin Andres Heine		Director of Digital Growth and Fintech		August 29, 2022
Guillermo Paez		Director of Platforms and Services		August 29, 2022
Julio Hutka		Director of B2B Business		December 1, 2023
(1)	The designation of Director does not imply that the officers mentioned in this table are members of the Board of Directors of Telecom Argentina, which is composed of the persons stated in “—Directors, Senior Management and Employees—The Board of Directors” above. The term of officer of Telecom’s Senior Management is contractual in nature. Such contracts do not include a specified expiration date.
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Table of Contents Roberto D. Nóbile is a Public Accountant with a degree from the University of Buenos Aires and an AMP (Advanced Management Program) at Harvard Business School. He was appointed as General Sub - Director of the Company on November 27, 2017. Previously, he had been COO of the Company since May 2016 in charge of Marketing, Sales and Operations. Mr. Nóbile has many years of experience in the telecommunications and media sector. In October 2006, he joined Cablevisión, where he worked for 10 years, as COO and Deputy Managing Director. He joined Arthur Andersen in 1989. Subsequently, he worked at Honeywell as South Regional Controller (Brazil, Argentina and Chile). In 1997, he was CFO of Arte Gráfico Editorial Argentino S.A. He was born on September 27, 1967.

Gabriel P. Blasi holds a degree in Business Administration and took post-graduate programs in Finance at Universidad del CEMA-Centro de Estudios Macroeconómicos Argentinos and at IAE (Universidad Austral). He held several managerial positions in Investment Banking and Capital Markets at Citibank and Banco Río (BSCH). He was the CFO of Grupo Carrefour in Argentina and Goyaique S.A.C.I.F. y A. (Grupo Pérez Companc). Until 2011, he was the CFO of IRSA Inversiones y Representaciones Sociedad Anónima (IRS), Cresud S.A.C.I.F. y A. (CRESY) and Alto Palermo S.A. (IRSCP) and held several board positions in Argentina, Brazil, New Zealand, Uruguay and USA. He joined Telecom Argentina in September 2017, where he holds the position of Chief Financial Officer. He was born on November 22, 1960.

Hernán P. Verdaguer is a lawyer specialized in Corporate Law. He did a Postgraduate Program on Communications Law Update (Facultad de Derecho - University of Buenos Aires) and a Postgraduate Program on Business Management (Universidad Argentina de la Empresa, UADE). He was appointed Director of Regulatory Affairs of the Company on November 16, 2017. He joined Diario Clarín in 1994 and then with the creation of Grupo Clarín, he held several positions until becoming Manager of Regulatory Affairs. He held such position until November 2017, when he joined Telecom Argentina. He was born on May 16, 1968.

Pedro Lopez Matheu is a lawyer with a degree from the Universidad Católica Argentina. Mr. Lopez Matheu has 20 years of experience in institutional relations in first-line multinational and national companies. From 1996 to 2006 worked at Grupo Clarín as Public Affairs Manager. He was Chairman of the Newspaper Publisher Association of the City of Buenos Aires, and of the Press Freedom Commission of ADEPA (Asociación de Entidades Periodísticas Argentinas), Vice Chairman of the Association of Argentine Private Radios, and of other national and multinational entities of that sector. From 2006 to 2014 he was Corporate and Government Affairs at Kraft Foods and Mondelez, leading company of food and, for Argentina, Chile, Uruguay and Paraguay. Also, since 2014, he had been Corporate Affairs Director at AXION Energy until he joined the Company. He was born on May 23, 1966.

Pablo C. Casey is a lawyer with a degree from the University of Buenos Aires and holds a Master’s Degree in Law and Economics from Universidad Torcuato Di Tella. He was appointed Director of Legal and Institutional Affairs of Telecom Argentina on November 16, 2017. Previously, he was a member of the Board of Directors of Cablevisión since October 2006. He worked at Grupo Clarín directly and indirectly since 1986 as Manager of Institutional Affairs. Mr. Casey also worked at Estudio Sáenz Valiente & Asociados until 1997, where he worked directly with Grupo Clarín. Between 1997 and 2005, he was the Manager of Legal Affairs of Multicanal. Mr. Casey was also a member of the Board of Directors of Grupo Clarín. He was born on June 20, 1967.

Sebastian Palla is an economist with a degree from the Universidad Torcuato Di Tella. He is Chief of Procurement officer of Telecom Argentina since August 8, 2016. From 2009 to 2016 he worked at Macro Bank as an advisor of the Chairman first, later in the Investment Banking Management area and finally in the Government Banking Management area. From 2006 to 2009, he was in charge of the union of Administradoras de Fondos de Jubilaciones y Pensiones (“AFJP”), first as Executive Director, and later as a Chairman. From 2002 to 2005, he was Chief of Advisor to the Ministry of Finance and then Sub-secretary of Finance of the Ministry of Economy and Public Finance. Mr. Palla was honored as a member of the Young Global Leaders Forum in 2005 (created by the World Economic Forum), also a member of the Eisenhower Fellowship in 2008; and was identified as one of the most influential people of 2007, in Luciana Vazquez’s book “The Education of Those Who Influence”. He was born on June 12, 1974.

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Table of Contents Gustavo A. Buezas is a Public Accountant and holds a Master’s Degree in Administration from the University of Buenos Aires (School of Economics), in addition to several degrees in coaching and management. He developed his career at Cablevision since 2001, where he held positions in Operations, Customer Service and Human Resources. He was a key actor during the merger of Telecom and Cablevision and after holding positions through Human Resources function in Telecom, he was part of the Personal Pay start up, as Micro Sistemas SAU Director. He was born on January 29, 1962.

Gonzalo Hita holds a degree in Marketing from the Universidad Argentina de la Empresa (UADE). He also took several specialization courses and programs for upper management at institutions such as IAE Business School (PAD), ESADE Business & Law School, and Universidad del CEMA. He was appointed COO of the Company on November 16, 2017. At Cablevisión, he held, among others, the position of COO and, previously, he had been the Commercial Director since 2000. Mr. Gonzalo Hita was born on June 28, 1970.

Miguel Angel Fernández is an Electronic Engineer from the Universidad de Bahía Blanca and holds an EMBA Program from IAE (2000 — 2001). He was appointed CTO (Chief Technical Officer) of Telecom Argentina on November 16, 2017. He has held the same position at Cablevisión since 2007. Between 1994 and 2006, he was the Technical Manager of Multicanal. Between 1990 and 1994, he was the Field Engineer at Western Atlas Petroleum Service Co. He was born on June 10, 1963.

Alejandro Miralles is an economist with a degree from the University of Buenos Aires. He was appointed as Chief Audit & Compliance Officer in November 2017. He was Director of Human Capital of Telecom Argentina since June 6, 2016. Before that, he was Customer Partner for more than five years at Korn Ferry, the leader global people and organizational advisory firm. He has also worked as Chief Financial Officer at Cablevision for seven years and Chief Executive Officer at Teledigital Cable. Prior to that, he was Investment Officer at CEI Citicorp Holdings and he worked at Citibank N.A. and at Manufacturers Hannover Trust. He was born on December 29, 1963.

Fernando Cravero holds an undergraduate degree in Marketing, an MBA (Master in Business Administration) and a PAD (Program for Top Management) from the IAE Business School (Universidad Austral). He has also attended courses at ESADE Business & Law School. In March 2018, he was appointed as Telecom Argentina’s Director of International Operations. Previously, he held the position of Operations Manager at Cablevision for seven years, and he had also appointed Regional Manager of Operations at Multicanal in 2000. He founded a CATV company, which was sold in 1997, and has also held several positions in the financial sector. He was born on March 14, 1973.

Maximiliano Olivera holds a Bachelor’s degree in Business Administration, Senior Management Program from ESADE Business & Law School, and a Management Development Program’s degree from UADE. In March 2019, he was appointed Sr. Manager of Partnerships and Alliances of the National Market of Telecom Argentina. Previously, he held the position of Regional Operations Manager in Cablevisión for eight years. In 1999, he joined Multicanal and served as Technical Chief, Commercial Chief, and Regional Chief. He started in the telecommunications industry in 1992, working on the setting up of a CATV company (Cabletotal S.A.), which was sold in 1995 to VCC (Video Cable Comunicación S.A.) where he worked in its technical department until it was sold in 1998. He was born on February 27, 1973.

Martín A. Heine is a Public Accountant with a degree from the University of Buenos Aires. He previously held several managerial positions, including Commercial and Marketing Director, within Telecom. He has been working for 26 years in the telecommunications and media sector. He was appointed Head of Digital Growth on August 29, 2022, from where he is leading the constant development of Personal Pay, Personal’s digital wallet, therefore, adding some interesting features to the fintech market. He was born on May 18, 1973.

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Table of Contents Guillermo Paez graduated from the University of Buenos Aires (UBA) with a degree in Engineering Telecommunications and subsequently took post-graduate programs in Senior Management and Business Agility at ESADE Business & Law School. He also achieved a certificated program in innovative strategies and solutions focused on the user at Design Thinkers Academy in Amsterdam. Mr. Paez joined Telecom Argentina in January 2018, where he held the position of Content Platforms Director and since August 2022, has acted as Executive Director of Platforms & Services. He has more than 20 years of experience in the telecommunications industry leading engineering, marketing, product and procurement teams, and working knowledge in different roles and decision-making processes. Prior to joining Telecom Argentina, he worked for 12 years (2006-2018), holding several managerial positions at Cablevision. He was a Product & Innovation Manager (2017-2018), heading a multi-talent team, Flow E2E Program Manager (2014-2016), Supply Chain Manager (2008-2016), and Telcos & Corporate Customers Manager (2007-2008). He also held leadership positions at PRIMA (2000-2007) and Ericsson (1998-1999). He was born on January 12, 1972.

Julio Hutka joined Telecom Argentina in 1999. He graduated from the Universidad Nacional de Córdoba as an Electronic Engineer and a Master of Science in Astronomy. Researcher in Astronomy and Physics of the High Atmosphere, activities developed in the Antarctic Continent. He has more than 25 years of experience at corporate and public sector working in technological business development: i) experience in the oil and gas industry, developed in a multicultural context in different locations worldwide; ii) strongly skilled professional in tech industry, management, business and negotiation; and iii) deep knowledge in telecom. Mr. Hutka was born on March 31, 1973.

Supervisory Committee

Argentine law requires any corporation with share capital in excess of P$2,000,000,000 or which provides a public service, or which is listed on any stock exchange or is controlled by a corporation that fulfills any of the aforementioned requirements, to have a Supervisory Committee. The Supervisory Committee is responsible for overseeing Telecom Argentina’s compliance with its bylaws and Argentine law and, without prejudice of the role of external auditors, is required to present a report on the accuracy of the financial information presented to the shareholders by the Board of Directors at the Annual Ordinary Shareholders’ Meeting. The members of the Supervisory Committee are also authorized:

●to call ordinary or extraordinary shareholders’ meetings;

●to place items on the agenda for meetings of shareholders;

●to attend meetings of shareholders; and

●generally, to monitor the affairs of Telecom Argentina.

Telecom Argentina’s bylaws provide that the Supervisory Committee is to be formed by (i) five members and (ii) three or five alternate members, elected by the majority vote of all shareholders. Members of the Supervisory Committee are elected to serve one-year terms and may be reelected.

The following table lists the members and alternate members of the Supervisory Committee as of December 31, 2024, and as of the date of this Annual Report:


Name	****	Position on the Supervisory Committee	****	Profession
Pablo Andrés Buey Fernández		Member		Lawyer
Pablo Gabriel San Martín		Member		Public Accountant
María Ximena Digón		Member		Lawyer
Alejandro Héctor Massa		Member		Public Accountant
Saturnino Jorge Funes		Member		Lawyer
Javier Alegría		Alternate Member		Lawyer
Rubén Suárez		Alternate Member		Public Accountant
Matías Alejandro Fredriks		Alternate Member		Lawyer
Agustina Belén Weil		Alternate Member		Lawyer
Lucrecia Sofía Myburg Diaz		Alternate Member		Lawyer

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Table of Contents Pablo Andrés Buey Fernández is a lawyer from the University of Buenos Aires and has a Master of Laws from Harvard University Law School. He has been a member of the Supervisory Committee of the Company since April 2016. He is Managing Partner at the Argentine law firm Alegría, Buey Fernández, Fissore and Montemerlo. Mr. Buey Fernández was an associate foreign lawyer at the firm Finley, Kumble, Wagner, Heine, Underberg, Manley & Casey. He is a member of several professional associations. He was a professor at Master’s Degrees programs, post-graduate courses and seminars at Escuela Superior de Economía y Administración de Empresas, at the Facultad de Derecho and the Facultad de Ciencias Económicas from the University of Buenos Aires, and at the Facultad de Derecho of Universidad del Salvador. He was born on August 8, 1957.

Pablo Gabriel San Martín has been a member of the Supervisory Committee since April 2018. He is the President of SMS Latinoamerica and Partner Director of SMS — San Martin, Suarez y Asociados. Mr. San Martín serves as Chairman of the Audit Committee of the Transnational Auditors Committee of IFAC (International Federation of Accountants.) He served as auditor at the firm Pistrelli, Díaz y Asociados (Arthur Andersen). He is a member of several professional associations and of the steering committee of several binational business chambers and professional organizations. He was a professor at the School of Economic Sciences of University of Buenos Aires and Universidad del Salvador. He wrote articles on subjects within his field of expertise and is regularly invited as lecturer and guest speaker at Argentine and foreign universities. He is a Public Accountant graduated from the University of Buenos Aires. He was born on May 1, 1963.

María Ximena Digón is a lawyer graduated with an Honor Diploma from the Pontifical Catholic University of Argentina. She has been a member of Telecom’s supervisory committee since 2017. She is a partner of the Argentine law firm Errecondo, González & Funes. She also is a member of the Board of Directors and of the supervisory committee of other Argentine companies, mainly in the energy and gas distribution sectors. She is a member of the Public Bar Association of the City of Buenos Aires (Colegio Público de Abogados de la Capital Federal). She was born on June 11, 1975.

Alejandro Héctor Massa has been a member of the Supervisory Committee since April 2018. He was a partner of Deloitte & Co SRL from 1999 to 2017, after Morgan Benedit y Asociados became a member of Deloitte. He is a member of the Argentine Fiscal Association and was a member of the International Fiscal Association. He was a professor at courses and graduate studies in the School of Economic Sciences of University of Buenos Aires, at graduate studies in Universidad Austral located in Rosario, and he served as author and speaker about subjects within his field of expertise. He is a Public Accountant graduated from the University of Buenos Aires. He was born on November 3, 1954.

Saturnino Jorge Funes is a lawyer with a degree from the Universidad del Salvador and a Master’s degree in business law from the Universidad Austral, with honors. He is a founding partner of the Argentine law firm Errecondo, González & Funes. He worked at Shearman & Sterling LLP between 2000 and 2001 as an international associate. He is professor of corporate law at the Universidad del Salvador Law School in Buenos Aires, and a professor at the Masters in Finance and Masters in Law and Economics, both at the Universidad Torcuato Di Tella in Buenos Aires. He is a member of the Public Bar Association of the City of Buenos Aires (Colegio Público de Abogados de la Capital Federal) and of the Buenos Aires City Bar (Colegio de Abogados de la Ciudad de Buenos Aires). He was born on August 6, 1968.

Javier Alegría is a lawyer with a degree from the Pontifical Catholic University of Argentina. He is also a partner at the law firm Estudio Alegria, Buey Fernández, Fissore & Montemerlo. He received a Master of Law from Northwestern University and a certificate in Business Administration from the Kellogg School of Management at Northwestern University. He acted as an international lawyer with Cleary, Gottlieb, Steen & Hamilton LLP law firm from 2003 to 2004. Mr. Alegria is a member of the Public Bar Association of the City of Buenos Aires (Colegio Público de Abogados de la Capital Federal). He is a professor at the University of Buenos Aires Law School and Universidad del CEMA. He was born on August 7, 1974.

Rubén Suárez has been an alternate member of the Supervisory Committee since April 2018. He is a Director at SMS Latinoamerica and a founding partner of SMS — San Martin, Suarez y Asociados. He was a professor at the School of Economic Sciences of University of Buenos Aires and Universidad del Salvador. Permanent and alternate statutory auditor and member of the Supervisory Committee of other Argentine companies. He served as auditor at the firm Pistrelli, Díaz y Asociados (Arthur Andersen). He is a Public Accountant graduated from the University of Buenos Aires. He was born on January 14, 1961.

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Table of Contents Matías Alejandro Fredriks has been an alternate member of the Supervisory Committee since April 2018. He is a partner of the firm Sáenz Valiente & Asociados. Mr. Fredriks is a lawyer graduated from Universidad Nacional de La Plata and holds a Postgraduate Degree in Administrative Law from Instituto de Estudios Judiciales de la Suprema Corte de Justicia de la Provincia de Buenos Aires and a Master’s Degree in Human Resources Management from Instituto de Empresa 1991/1992-Madrid-Spain. Before joining the firm Sáenz Valiente & Asociados in 1994, Mr. Fredriks worked as a lawyer in the Corporate and Legal Advisory division of the firm “Price Waterhouse & Co.,” as an advisor of “Unión de Industriales de Quilmes,” of “Instituto de Previsión Social de la Provincia de Corrientes,” and of “Dirección Provincial de Personas Jurídicas de la Provincia de Buenos Aires”. He worked on takeovers and transfers in several privatizations such as “Yacimientos Carboníferos de Río Turbio” and “Centrales Térmicas de Generación de Energía Eléctrica del Noreste Argentino”. In addition, he worked as Director of Labor Affairs of the Liquidation Commission of Empresa Nacional de Telecomunicaciones. Since he joined the firm Sáenz Valiente & Asociados, he has worked in several litigation areas, being responsible for the department in charge of labor, trade associations and trade unions matters. Mr. Fredriks served as director and member of the Supervisory Committee at several companies before being appointed as an alternate member of the Supervisory Committee of Telecom Argentina. He was born on August 27, 1964.

Agustina Belén Weil has been an alternate member of the Supervisory Committee since April 25, 2024. She is an associate of the Argentine law firm Errecondo, González & Funes. Ms. Weil is a lawyer graduated from the University of Buenos Aires. She was born on September 12, 1994.

Lucrecia Sofía Myburg Díaz has been an alternate member of the Supervisory Committee since April 2022. She is an associate of the Argentine law firm Errecondo, González & Funes. Mrs. Myburg Díaz graduated as a lawyer from the Pontifical Catholic University of Argentina. She was born on September 24, 1995.

Compensation

The compensation of the members of the Board of Directors and the Supervisory Committee is established for each fiscal year at the Annual Ordinary Shareholders’ Meeting.

Amounts detailed below are determined in terms of the currency of the transaction’s dates.

The aggregate compensation paid through December 31, 2024, by Telecom Argentina to the members of the Board of Directors and the Supervisory Committee, acting since April 25, 2024, and the executive officers described under “Senior Management” above, for services in all capacities to Telecom Argentina and its subsidiaries during 2024 was P$16,112 million.

As of December 31, 2024, the fees accrued by the members of the Board of Directors and Supervisory Committee, for services in all capacities to Telecom Argentina and its subsidiaries during 2024 performed from January 1, 2024, until December 31, 2024, was P$3,224 million and P$329 million, respectively. Such accrued compensation is subject to approval by the Annual Ordinary Shareholders’ Meeting of 2025.

As of December 31, 2024, compensation paid as advance payments to members of the Board of Directors and Supervisory Committee for services in all capacities to Telecom Argentina and its subsidiaries from January 1, 2024, until December 31, 2024, was P$3,224 million and P$329 million, respectively. Those advance payments were authorized by the Annual Ordinary and Extraordinary Shareholders’ Meeting held on April 25, 2024, and will be deducted from the final compensation determined by the Annual Ordinary Shareholders’ Meeting of 2025, based on the amount proposed by the Board of Directors to the shareholders, with the prior opinion of the Audit Committee of Telecom Argentina.

As of December 31, 2024, compensation accrued by Directors for technical administrative functions and the executive officers described under “—Senior Management” above, for services in all capacities to Telecom Argentina and its subsidiaries during 2024 amounted to P$17,266 million (including fixed and variable compensation, retention plan benefits and, in some cases, severance payments), of which P$9,888 million were paid as of December 31, 2024.

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Table of Contents The Company’s officers (including senior management) receive fixed and variable compensation. A manager’s fixed compensation corresponds with the level of responsibility required for his or her position and the market rate for similar positions. Variable compensation is tied to annual performance goals. Certain officers are beneficiaries of retention plan benefits.

During the year ended December 31, 2024, Telecom Argentina was not required to set aside or accrue any amounts to provide pension, retirement or similar benefits.

Telecom Argentina has no stock option plans for its personnel, or for its members of the Board of Directors or the Supervisory Committee.

Board Practices

Under Argentine law, directors have the obligation to perform their duties with loyalty and the diligence of a prudent business person. Directors are jointly and severally liable to Telecom Argentina, our shareholders and third parties for the improper performance of their duties, for violations of law, our bylaws or regulations and for any damage caused by fraud, abuse of authority or gross negligence. Under Argentine law, specific duties may be assigned to a director by the bylaws or regulations or by resolution of the shareholders’ meeting. In these cases, a director’s liability will be determined based on the performance of these duties, provided that certain recording requirements are met. Under Argentine law, directors are prohibited from engaging in activities in competition with Telecom Argentina without express authorization of a shareholders’ meeting. Certain transactions between directors and Telecom Argentina are subject to ratification procedures established by Argentine law.

The Supervisory Committee is responsible for overseeing our compliance with our bylaws and Argentine law and, without prejudice to the role of external auditors, is required to present to the shareholders at the Annual Ordinary Shareholders’ Meetings a report on the accuracy of the financial information presented to the shareholders by the Board of Directors. See “—Supervisory Committee” for further information regarding the Supervisory Committee.

On May 22, 2001, the Argentine government issued Decree No. 677/01, entitled “Regulation of Transparency of the Public Offering,” or the “Transparency Decree” (replaced since January 28, 2013, by equivalent Sections included in Law No. 26,831). The intention of this decree, which is also stated within Law No. 26,831, was to move towards the creation of an adequate legal framework that may strengthen the level of protection of investors in the market. The main objectives of the Transparency Decree were to promote the development, liquidity, stability, solvency and transparency of the market, generating procedures to guarantee the efficient reallocation from savings to investments and good practices in the administration of corporations.

On May 11, 2018, Productive Financing Law No. 27,440 was published in the Official Gazette. This law amended the Capital Markets Law No. 26,831 regarding the extent of the powers of the CNV; the exercise of preemptive rights on shares offered through public offering in the case of capital increases; private placements; public tender offers; and the jurisdiction of the federal commercial courts of appeals to review the resolutions issued or sanctions imposed by the CNV.

On December 28, 2018, CNV Resolution No. 779/18 was published in the Official Gazette through which the CNV rules were modified in relation to public tender offers, introducing the definition of public tender offer, both mandatory and voluntary, changes to the procedure for delisting and cancellation from the public offering framework, a launch notice template, and changes to the Prospectus template. The Resolution also eliminates the mandatory partial tender offer in the event of an acquisition of a “significant participation” in the capital stock of a listed company that does not imply an acquisition of a controlling interest in the target listed company.

Regarding public tender offers, under Transparency Decree, the offeror was required to formulate a “fair” price to be determined by weighing the results of different company valuation methods, with a minimum floor related to the average market price for the six-month period immediately preceding the date of the agreement. Pursuant to the amendments introduced by the Productive Financing Law and CNV Resolution No. 779/18, the pricing of a tender offer is based on an objective formula which consists of the higher of two existing prices, determined in accordance with Section 14, Chapter II, Title III of the CNV rules as amended by CNV Resolution No. 1012/2024.

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Table of Contents Capital Markets Law No. 26,831 vests in members of the Board of Directors:

●	the duty to disclose certain events, such as any fact or situation capable of affecting the value of the securities or the course of negotiation;
●	the duty of loyalty and diligence;
---	---
●	the duty of confidentiality; and
---	---
●	the duty to consider the general interests of all shareholders over the interest of the controlling shareholder.
---	---

A director will not be liable if, notwithstanding his or her presence at a meeting at which a resolution was adopted or his or her knowledge of the resolution, a written record exists of his or her opposition thereto and he or she reports his or her opposition to the Supervisory Committee before any complaint against him or her is brought before the Board of Directors, the Supervisory Committee, the Annual Ordinary Shareholders’ Meeting, the competent governmental agency or the courts. Any liability of a director vis-à-vis Telecom Argentina terminates upon approval of the directors’ performance by the shareholders at a shareholders’ meeting, provided that, shareholders representing at least 5% of our capital stock do not object and provided that this liability does not result from a violation of the Telecom Argentina’s bylaws, the Argentine law or regulations.

Additionally, Capital Markets Law No. 26,831 provides that those who infringe upon the provisions set forth therein shall be subject, in addition to civil and criminal liability (as applicable), to certain sanctions including warnings, fines, disqualification, suspension or prohibition from acting under the public offering framework.

Telecom Argentina maintains an officers’ and directors’ insurance policy covering claims brought against the officers and/or directors relating to the performance of their duties. As of the date of this Annual Report, the total amount covered by this insurance is US$80 million.

Executive Committee

Telecom Argentina’s bylaws grant the Board of Directors the power to appoint an Executive Committee formed by some of its members and be in charge of Telecom Argentina’s day-to-day affairs, in each case under the supervision of the Board of Directors.

The Board of Directors decided to appoint an Executive Committee on January 1, 2018. On January 31, 2018, the Board of Directors approved the Rules of the Executive Committee (Reglamento de Facultades y Funcionamiento) and on that date the Executive Committee started functions.

Audit Committee

Capital Markets Law No. 26,831 provides that companies with publicly listed shares must appoint an Audit Committee to be formed by three or more members of the Board of Directors. Under CNV rules, the majority of the members of the Audit Committee must be independent. In order to qualify as independent, the director must be independent with respect to the company, any controlling shareholders or any shareholders that are significant participants in the company and cannot carry out executive duties for the company. A member of the Board of Directors cannot qualify as an independent director if he or she is a relative of a person who would not qualify as an independent director if such relative were appointed as a member of the Board of Directors.

In case of resignation, dismissal, death or lack of capacity of any of the members of the Audit Committee, the Board of Directors shall immediately appoint a replacement, who shall remain in office until the following Annual Shareholders Meeting.

According to Capital Markets Law No. 26,831 the duties of the Audit Committee are:

●	providing the market with complete information on transactions in which there might be a conflict of interest with the members of the corporate bodies or controlling shareholders;

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●	giving an opinion on the fulfillment of legal requirements and reasonableness of the conditions for the issuance of shares or securities convertible into shares, in the case of capital increases where preemptive rights have been excluded or limited;
●	giving an opinion regarding transactions with related parties in certain cases;
---	---
●	supervising internal control systems and verifying the fulfillment of norms of conduct; and
---	---
●	giving an opinion regarding the Board of Directors’ proposal to designate external auditors and evaluating their independence, among others.
---	---

Additionally, according to the Regulation for the Implementation of the Audit Committee, the Audit Committee also reviews the plans of internal auditors, supervising and evaluating their performance. The Audit Committee also oversees our cybersecurity risk management process, see “Item 16K—Cybersecurity.”

On April 25, 2024, Telecom Argentina’s Board of Directors appointed Mr. Carlos Alejandro Harrison, Mr. Martín Hector D’Ambrosio and Mr. Ignacio Cruz Moran as members of Telecom Argentina’s Audit Committee. Furthermore, the Board of Directors determined that Mr. Harrison qualifies as the audit committee Financial Expert under SEC guidelines.

Under SEC, NYSE and CNV regulations, Mr. Carlos Alejandro Harrison, Mr. Martín Hector D’Ambrosio and Mr. Ignacio Cruz Moran qualify as independent directors.

As of the date of this Annual Report, the Board of Directors’ meeting for the appointment of the Audit Committee members for the fiscal year 2025 has not yet been held.

Pursuant to Capital Markets Law No. 26,831, the Audit Committee may seek the advice of lawyers and other outside professionals at Telecom Argentina’s expense, so long as the shareholders have approved expenditures for the services of such professionals. For fiscal year 2024, a budget of P$128 million was approved for Audit Committee expenditures. As of the date of this Annual Report, the Annual Ordinary Shareholders’ Meetings approving the Audit Committee expenditures for year 2025 has not yet been held.

Risk Management Committee

In 2012, the Board of Directors of Telecom Argentina approved the implementation of an Enterprise Risk Management Process at Telecom, and the creation of a Risk Management Committee.

The Committee is composed of the CEO, CFO, Chief Audit & Compliance Officer and Finance Director. This Committee is chaired by the CEO and coordinated by the CFO. The Board of Directors of Telecom Argentina also approved the creation of the Risk Management function, which must be convened by the Finance Department and whose responsible person also serves as Secretary of the Risk Management Committee and reports to the CFO.

The duties of this committee include reviewing and implementing policies, mechanisms and procedures to identify, to measure and to mitigate risks for Telecom Argentina, and recommend any steps or adjustments it deems necessary to reduce the risk profile of the organization.

The Company follows the guidelines provided under the Enterprise Risk Management — Integrated Framework issued by COSO, in order to carry on its Enterprise Risk Management process. Financial reporting risks are reviewed and certified under Section 404 of the Sarbanes Oxley Act.

The main risks faced by the Company are those affecting its capital, those related to its customers, internal processes and technology matters, and those related to geopolitical, macroeconomic, regulatory, labor, environmental, climate change, security, social, digital security, cybersecurity, compliance and legal matters, fraudulent actions, competition, among others.

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Table of Contents Telecom Argentina has established different action plans that endeavor to mitigate, in whole or in part, very critical and critical risks. However, it cannot be assured that such plans are totally effective, or other events, unforeseen as of the date of this Annual Report, could arise and affect the performance of Telecom Argentina.

Employees and Labor Relations

Our employees are represented by different trade unions and labor organizations, including FATEL (Argentine Federation of Telecommunications) and FOEESITRA (Argentine Federation of Workers, Specialists and Employees of the Telecommunications Industry and Services), both federations are comprised of different trade unions, UPJET (Union representing the Senior Staff of Telecommunication Companies), FOMMTRA (Argentine Federation of Unions representing the Technical and Supervisory Staff of Telephone Companies) and CEPETEL (Union of Telecommunications Professionals), associations that represent senior and professional staff and SATSAID (Argentine Union of Television, Audiovisual, Interactive and Data Services), a single union that represents both workers and the senior staff, as well as unions representing trade employees, traveling salespeople, announcers and press workers.

In addition, Telecom actively promotes communication with all trade unions and with the different stakeholders involved, creating formal and informal communication channels, at national and local levels, with union leaders and internal committees. Telecom encourages and fosters working in shared spaces with all trade unions, convening joint and ongoing work meetings to address the following agenda: Occupational Health and Safety, Environment, Training, Diversity and Occupational Guidance and Work Organization. All the union representations attended and actively participated in those meetings.

In recent years we have conducted wage negotiations with all trade unions aiming to increase salaries in Argentine Pesos as a response to high inflation rates in Argentina. Wage negotiations were conducted in a cooperative environment, and we were the object of just one strike and a few direct action measures, both of which took place during salary negotiations. Collective bargaining agreements were executed with the Argentine Association of Cable Television for the employees represented by SATSAID and SALCo, and directly with the Trade Union Unity that groups the different telephone trade unions (FATEL, FOEESITRA, FOPPSTA, CEPETEL), UPJET and press worker unions.

As of December 31, 2024, the total number of Telecom employees was 19,987, as compared to 21,262 employees as of December 31, 2023, and 21,729 employees as of December 31, 2022. As of December 31, 2024, 19,380 employees were located in Argentina, 456 employees were located in Paraguay, 148 employees were located in Uruguay, two employees were located in the United States and one employee was located in Chile. As of December 31, 2023, 20,663 employees were located in Argentina, 448 employees were located in Paraguay, 149 employees were located in Uruguay and two employees were located in the United States. As of December 31, 2022, 21,131 employees were located in Argentina, 441 employees were located in Paraguay, 155 employees were located in Uruguay and two employees were located in the United States.

Share Ownership

Share Ownership by directors, executive officers, and Supervisory Committee members

Capital stock of Telecom Argentina held by members of the Board of Directors and Supervisory Committee is as follows:

●	Alejandro A. Urricelqui: 113,814 Class B Shares and 69,200 ADRs;
●	Mariano M. Ibáñez: 4,370 ADRs;
---	---
●	Baruki L.A. González: 188,500 Class B Shares; and
---	---
●	Pablo G. San Martín: 740 Class B Shares.
---	---

Capital stock of Telecom Argentina held by the senior management is as follows:

●	Mr. Roberto Nóbile: 11,000 Class B Shares;
●	Mr. Gabriel Blasi: 3,500 ADRs;
---	---
●	Mr. Fernando Cravero: 7,401 Class B Shares and 1,200 ADRs; and
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●	Mr. Guillermo Páez: 2,943 Class B Shares.

No other member of Telecom Argentina’s senior management holds capital stock of Telecom Argentina.

Share Ownership Plan

We do not have any arrangements currently in force involving our employees, directors or senior management regarding the capital stock or notes of the Company.

At the time of the privatization of ENTel in 1990, the Argentine government created a Share Ownership Plan (“SOP”), for the employees of ENTel and Compañía Argentina de Teléfonos (CAT), which were acquired by Telecom Argentina, Telintar and Startel. Pursuant to the Privatization Regulations, 10% of Telecom Argentina’s then-outstanding shares, consisting of 98,438,098 Class C Shares, were transferred by the Argentine government to Telecom Argentina, Telintar, and Startel employees previously employed by ENTel and CAT. This transfer was made through a general transfer agreement signed on December 29, 1992. Our Class C Shares consist exclusively of shares originally sold in connection with the SOP. Most of Class C Shares were converted into Class B Shares from time to time. As of the date of this Annual Report, the outstanding number of Class C Shares is 106,734.

Disclosure of a registrant’s action to recover erroneously awarded compensation

Not applicable.

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ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

Ownership of Telecom Argentina Common Stock

The following table sets forth, as of December 31, 2024, each beneficial owner of 5% or more of each class of Telecom Argentina’s shares.


	****		****		****	Percent of	****
		Number of Shares		Percent of		Total Capital	****
		Owned		Class		Stock ^(1)^	****
Class A Shares:
Fintech Telecom LLC		448,679,250		65.61	%	20.83	%
Voting Trust ^(3)^		235,177,350		34.39	%	10.92	%
Total Class A Shares	****	683,856,600	****	100	%	31.75	%
Class B Shares (listed in BCBA):
ANSES - FGS		246,018,839		39.17	%	11.42	%
Others ^(2)^		382,039,180		60.83	%	17.74	%
Total Class B Shares	****	628,058,019	****	100	%	29.16	%
Class C Shares:
Others		106,734		100	%	0.01	%
Total Class C Shares	****	106,734	****	100	%	0.01	%
Class D Shares:
Cablevisión Holding S.A.		606,489,308		72.06	%	28.16	%
Voting Trust ^(3)^		235,177,350		27.94	%	10.92	%
Total Class D Shares	****	841,666,658	****	100	%	39.08	%

Total Capital Stock	****	2,153,688,011	****	—	****	100.00	%
(1)	Represents the respective percentage over the total of Telecom Argentina’s shares, regardless of their class.
---	---
(2)	Includes 198,085,167 Class B Shares in the form of ADSs owned by FTL representing 31.54% of total Class B Common Shares and 9.2% of Telecom Argentina’s total capital stock
---	---
(3)	Trust created under the Voting Trust Agreement of April 15, 2019, composed of 50% of Class A Shares and 50% of Class D Shares. Trustees: Héctor Horacio Magnetto and David Martínez Guzmán. See “Item 7—Major Shareholders and Related Party Transactions—Major Shareholders—Telecom Shareholders’ Agreement”.
---	---

As of December 31, 2024, there were approximately 67.84 million American Depositary Shares outstanding (representing rights to 339.22 million Class B Shares or 54.0% of total Class B Shares). Further, as of December 31, 2024, there were approximately 65 registered holders of American Depositary Shares in the United States and approximately 41,100 holders of Class B Shares in Argentina.

Because some Class B Shares are held by representatives, the number and domicile of registered shareholders may not exactly reflect the number and domicile of beneficial shareholders.

All shares have equal voting rights. Class A Shares and Class D Shares have certain veto rights, as described under “—Telecom Shareholders’ Agreement” and the Company’s bylaws.

The Ordinary and Extraordinary General Meeting and the Special Meeting of Class C Shares, held on December 15, 2011, approved the power for the additional conversion of up to 4,593,274 Class C Shares into the same amount of Class B Shares in one or more tranches. As of December 31, 2024, 4,486,540 Class C Shares were converted into Class B Shares in 13 tranches. As of the date of this Annual Report, 106,734 Class C Shares are still pending to be converted into Class B Shares.

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Table of Contents Major Shareholders

CVH is the direct holder of 28.16% of Telecom Argentina’s total capital stock (in the form of Class D Shares). Additionally, both VLG Argentina (currently merged and absorbed by CVH) and FTL, contributed to the Voting Trust, in accordance with the Shareholders’ Agreement, shares representing 10.92% of the capital of the Company so the shares subject to such agreement represent 21.84% of the total capital of the Company (the “Shares in Trust”). See “—Telecom Shareholders’ Agreement”.

CVH is an Argentine corporation, and its primary purpose is to hold capital stock in corporations whose object and purpose is to provide ICT Services and Audiovisual Communication Services. Its controlling shareholder, in turn, is GC Dominio, another Argentine corporation.

On April 28, 2023, the Annual Ordinary and Extraordinary Shareholders’ Meetings of CVH approved the corporate reorganization process consisting of the merger by absorption of VLG and the Pre-merger Commitment. The Definitive Merger Commitment was executed by public deed dated June 5, 2023.

On September 1, 2023, IGJ proceeded to register in its Public Registry the merger by absorption of VLG and its dissolution without liquidation with effect from January 1, 2023.

FTL is the direct holder of 30.03% of Telecom Argentina’s total capital stock (Class A Shares and ADS representing Class B Shares). Until December 31, 2017, FTL was Telecom Argentina’s controlling shareholder.

FTL is a Delaware (United States) limited liability company, and is a wholly-owned direct subsidiary of Fintech Holdings Inc. Its primary purpose is to hold, directly and indirectly, the securities of Telecom Argentina. Fintech Holdings Inc., a Delaware (United States) corporation, is directly controlled by Mr. David Martínez.

Telecom Shareholders’ Agreement

On July 7, 2017, FTL, certain of its affiliates and CVH entered into a shareholders’ agreement (“Telecom Shareholders’ Agreement”), which regulates certain matters as to the corporate governance of Telecom Argentina which became effective upon completion of the Merger, while other provisions became effective simultaneously upon execution of the Telecom Shareholders’ Agreement.

The Telecom Shareholders’ Agreement provides, among other matters, the following:

●	Any shareholders party to the Telecom Shareholders’ Agreement (any such shareholder, a “SHA Party”) are subject to restrictions on the transfer of all their Telecom Argentina shares including (i) the right of first refusal to purchase such shares from a selling SHA Party, (ii) certain tag-along rights of each other SHA Party and (iii) so long as a SHA Party holds at least a certain minimum amount of shares, such SHA Party will be entitled to certain drag-along rights pursuant to which it will be able to require the other SHA Parties to sell, together with the dragging SHA Party, a number of shares that represents in the aggregate at least fifty-one percent (51%) of our shares;
●	FTL and CVH undertook to execute a voting trust agreement (the “Voting Trust Agreement”), which was formalized on April 15, 2019, pursuant to which FTL and VLG Argentina contributed 235,177,350 Class A Shares and 235,177,350 Class D Shares of Telecom, respectively, to a voting trust (the “Voting Trust”) which, when added to the shares that CVH holds in Telecom, exceed fifty percent (50%) of the outstanding shares, and (ii) CVH and FTL each appointed a co-trustee. The shares contributed to the Voting Trust will be voted by the co-trustee of CVH in accordance with the vote of CVH or following the instructions of CVH, except in respect of certain matters subject to veto under the Telecom Shareholders’ Agreement, in which case such shares will be voted by the co-trustee of FTL in accordance with the vote of FTL or following the instructions of FTL;
---	---
●	The Board of Directors of Telecom Argentina will consist of an odd number of members between 11 to 17. Each of FTL, CVH and the Voting Trust will vote or cause to be voted, their shares, whether held directly or indirectly, in favor of the election of directors designated by FTL and CVH, a majority of which will be designated by CVH, subject to CVH and FTL satisfying certain ownership thresholds of the shares;
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●	Subject to CVH and FTL satisfying certain ownership thresholds of the shares, CVH will be entitled to designate the CEO and all key employees of Telecom Argentina and its subsidiaries other than the CFO and the Internal Auditor, including the Chief Operating Officer, Chief Technical Officer, Director of Supply, Legal Director, Human Resources Director, Regulatory Affairs Director, Institutional Relationship Director, Chief of Compliance, any other officer or employee having a direct line of reporting to the CEO or a joint line of reporting to the CEO and the Vice Chairman of the Board or the Deputy CEO and any other officer or employee holding commensurate responsibilities. FTL will be entitled to designate the CFO and the Internal Auditor;
●	An Executive Committee of Telecom Argentina will be established consisting of five members, of which three will be designated by CVH and two will be designated by FTL, in each case subject to the SHA Party maintaining certain ownership thresholds. In addition, CVH will be entitled to designate two members of our Audit Committee and three members of our Supervisory Committee and FTL will be entitled to designate one member of the Audit Committee and two members of the Supervisory Committee;
---	---
●	Prior to each of our shareholder meetings or any other meeting upon which certain veto matters will be decided, CVH and FTL agree to hold meetings at which their representatives will determine how CVH and FTL, and the Voting Trust, if in effect, will vote their shares at such meeting in accordance with the provisions of the Telecom Shareholders’ Agreement;
---	---
●	We are required to maintain a listing of the Class B Shares and the ADSs representing the Class B Shares on the BYMA and the NYSE, respectively;
---	---
●	Each SHA Party and its respective affiliates is prohibited from acquiring any of our capital stock from a third party without (i) proper notice to the other SHA Party and (ii) the right for such other SHA Party to purchase fifty percent (50%) of the shares to be purchased from the third party; provided that CVH may acquire an additional two percent (2%) of our shares without complying with the foregoing obligations;
---	---
●	In the event that a tender offer was required in connection with the Merger, CVH would launch such tender offer to acquire Class B Shares, and FTL would be jointly and severally liable for payment for, and would receive following the closing of such tender offer, fifty percent (50%) of any of our Class B shares tendered in such tender offer; subject to the right of CVH to acquire 100% of the shares tendered until it acquired shares (including any Telecom shares acquired (other than from FTL and its affiliates) since the Merger) representing up to 2% of Telecom’s total capital stock, see “Item 7— Major Shareholders and Related Party Transactions — Major Shareholders—Public tender offer due to change of control”;
---	---
●	Subject to satisfying certain ownership thresholds, each of FTL and CVH, and certain other shareholders that subsequently become a SHA Party, will have certain veto rights over our corporate governance matters;
---	---
●	The SHA Party agree to cause us to declare and pay dividends if our consolidated operating cash flows exceed a certain threshold, after taking into consideration certain adjustments; and
---	---
●	Each SHA Party will have certain registration rights with respect to our Class B Shares subject to the SHA Party satisfying certain ownership thresholds.
---	---

A copy of the Telecom Shareholders’ Agreement has been filed with the SEC and can be found as Exhibit 99.3 incorporated by reference into the Schedule 13D filed on January 2, 2018. As a result of the Merger and the arrangements resulting from the Telecom Shareholders’ Agreement, CVH has been considered to have acquired control of us.

Related Party Transactions

Our policy is to make transactions with related parties on arm’s-length basis.

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Table of Contents In addition, Section 72 of Capital Markets Law No. 26,831 provides that before a publicly-listed company may enter into an act or contract involving a “relevant amount” with a related party or parties, the publicly-listed company must obtain approval from its Board of Directors and obtain a valuation report from its Audit Committee or two independent valuation firms that demonstrates that the terms of the transaction are consistent with those that could be obtained at an arm’s-length basis. If the Audit Committee or two independent valuation firms do not find that the terms of the contract are consistent with those that could be obtained on an arm’s-length basis, approval must be obtained from the shareholders. “Relevant amount” means an amount which exceeds 1% of the issuers’ equity as contained in the latest approved financial statements.

Related-party transactions involving Telecom Argentina that exceed 1% of its shareholders’ equity are subject to a prior approval process established by Capital Markets Law No. 26,831, Telecom’s Bylaws and the Rules of the Executive Committee to verify that the agreement could reasonably be considered in accordance with normal and customary market practice.

Transactions with related parties of Grupo Clarín for the year ended December 31, 2024, resulted in income for telecommunication services rendered by us of P$5,765 million and expenses for services received of P$62,106 million.

Transactions with associates and joint venture resulted in income for services rendered of P$521 million as of December 31, 2024. Additionally, transactions with associates and joint venture resulted in expenses of P$2,673 million as of December 31, 2024.

As of December 31, 2024, we had no loans outstanding to the executive officers of Telecom Argentina.

For further information on our related party transactions and our outstanding balances with related parties, please see Note 27 to our Consolidated Financial Statements, are incorporated herein by reference.

Interests of Experts and Counsel

Not applicable.

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Table of Contents

ITEM 8. FINANCIAL INFORMATION

Consolidated Statements and Other Financial Information

See Item 18 for Telecom Argentina’s Consolidated Financial Statements. For a description of events that have occurred since the date of the Company’s Financial Statements, see “Item 4—Information on the Company—Recent Developments”.

Legal Proceedings

The descriptions of the legal proceedings, including labor claims, general proceedings and consumer trade union proceedings in Note 19 to our Consolidated Financial Statements are incorporated herein by reference.

Dividend Policy

See the descriptions of Dividend Policy in “Item 10—Additional Information—Telecom Argentina’s Capital Stock—Dividends”, and the descriptions of dividends paid in “Item 5—Operating and Financial Review and Prospects—Liquidity and Capital Resources—Liquidity—Dividends to Shareholders”.

Significant Changes

Except as identified in this Annual Report, no undisclosed significant changes have occurred since the date of the Consolidated Financial Statements. See “Item 3—Key Information—Risk Factors” and “Item 5—Operating and Financial Review and Prospects—Years ended December 31, 2024, 2023 and 2022—Factors Affecting Results of Operations”.

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Table of Contents ITEM 9. THE OFFER AND LISTING

The number of shares as of December 31, 2024, was as follows:


	****	Outstanding
*Class of shares ()**		Shares
Class A Shares		683,856,600
Class B Shares		628,058,019
Class C Shares		106,734
Class D Shares		841,666,658
Total	****	2,153,688,011
(*)	Share (nominal value P$1 each) with one vote each
---	---

The Class B Shares are currently listed on the BYMA under the symbol “TECO2”. The ADSs are currently listed on the NYSE under the symbol “TEO”. Each ADS issued by the Depositary represents rights to five Class B Shares.

The ADSs by the Depositary under the Deposit Agreement dated as of May 7, 2021, among Telecom Argentina, the Depositary and the registered holders from time to time of the ADSs issued thereunder (the “Deposit Agreement”) trade on the NYSE. Each ADS represents rights to five Class B Shares.

The BYMA is the largest stock market in Argentina. Trading on the BYMA is conducted by continuous open auction, from 11:00 a.m. to 5:00 p.m. each business day. The BYMA also operates a continuous electronic market system each business day, on which privately arranged trades are registered and made public.

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Table of Contents Certain historical information regarding the BYMA is set forth in the table below.


	2024	****	2023	****	2022
Market capitalization (P billions) (1)	113,270		42,042		9,358
As percent of GDP (2)	18		21		12
Volume (P million) (1)(3)	1,629,522,218		379,665,221		110,512,821
Average daily trading volume (P million) (1)(3)	6,415,444		1,562,408		451,073
Number of traded companies (including Cedears)	420		370		338

All values are in US Dollars.

(1)	End-of-period figures for trading on the BYMA (includes domestic and non-domestic public companies).
(2)	According to INDEC revised figures of GDP at current prices for the selected period, published as of December 31, 2024. The amount for 2024 is based on the last information available as of the filing date.
---	---
(3)	The amount for 2024 is based on the sum of the information published monthly.
---	---

Source : Instituto Argentino de Mercado de Capitales

Plan of Distribution

Not applicable.

Selling Shareholders

Not applicable.

Dilution

Not applicable.

Expenses of the Issue

Not applicable.

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ITEM 10. ADDITIONAL INFORMATION

MEMORANDUM AND ARTICLES OF ASSOCIATION

Register

Telecom Argentina’s bylaws were registered before the IGJ on July 13, 1990, under number 4,570, book 108, volume “A” of Corporations. The Extraordinary Shareholders’ Meeting and Class A Shares and Class D Shares Special Shareholders’ Meetings held on October 10, 2019 approved the amendment of Sections 4, 5 and 6 of the Bylaws, so that Class A Shares and Class D Shares may be certified shares in accordance with applicable law or book-entry shares, as decided by Class A Shares and Class D Shares Special Shareholders’ Meetings, respectively. The registration of these amendments before IGJ occurred on March 13, 2020. Afterwards, the Extraordinary Shareholders’ Meeting and Class A Shares and Class D Shares Special Shareholders’ Meetings held on December 11, 2020 approved the amendment of Section 10 of the Company’s Bylaws so as to establish a minimum prior notice for any call to Board Meetings of five calendar days, except in the event of urgency, in which case the Meeting may be called with a prior notice of one day, and to establish new means of notification of calls for said Meetings. The registration of these amendments before IGJ occurred on February 1, 2021.

Telecom Argentina’s bylaws with all subsequent amendments were registered before the IGJ on August 31, 2021, under number 13595, book 104 of Corporations.

Object and Purpose

Telecom Argentina’s object and purpose is to provide, directly or through third parties, or in association with third parties, ICT Services, whether these ICT services are fixed, mobile, wired, wireless, national or international, with or without its own infrastructure, and to provide Audiovisual Communication Services (“AC Services”).

Pursuant to its object and purpose, Telecom Argentina may supply, lease, sell and market in any manner, all kinds of equipment, infrastructure, goods and services related to or supplementary with ICT Services and AC Services. Telecom Argentina may undertake works and provide all kinds of services, including advisory and safety services, in connection with ICT Services and AC Services.

To fulfill its object and purpose, Telecom Argentina has full legal capacity to acquire rights, undertake obligations and take any action that is not forbidden by law and by its bylaws, including the capacity to borrow funds, publicly or privately, through the issue of debentures and negotiable obligations. Telecom Argentina may constitute companies, acquire equity interests in other companies and enter into any kinds of association agreements.

Any amendment to the corporate object and purpose shall be in compliance with the respective legal regulations in force.

Telecom Argentina’s Capital Stock

The following is a summary of the rights of the holders of Telecom Argentina shares. These rights are set out in Telecom Argentina’s estatutos sociales (bylaws) or are provided for by applicable Argentine law. These rights may differ from those typically provided to shareholders of U.S. companies under the corporation laws of some states of the United States.

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Table of Contents Limited liability of shareholders

Under Argentine law, a shareholder’s liability for losses of a company is generally limited to the value of his or her shareholdings in the company. Under Argentine law, however, a shareholder who votes in favor of a resolution that is subsequently declared void by a court as contrary to Argentine law or a company’s bylaws (or regulations, if any) may be held jointly and severally liable for damages to such company, to other shareholders or to third parties resulting from such resolution. In connection with recommending certain actions for approval by shareholders, the Board of Directors of Telecom Argentina occasionally obtained opinions of internal and/or external counsel concerning the compliance of the actions with Argentine law and our bylaws (or regulations, if any). We currently intend to obtain similar opinions in the future as the circumstances require it. Although the issue is not free from doubt, based on advice of counsel, we believe that a court in Argentina in which a case has been properly filed would hold that a non-controlling shareholder voting in good faith and without a conflict of interest in favor of such a resolution based on the advice of counsel that such resolution is not contrary to Argentine law or our bylaws or regulations, would not be liable under this provision.

Voting Rights

Pursuant Telecom Argentina’s bylaws, each share entitles the holder thereof to one vote at the shareholders’ meetings. All of Telecom Argentina’s directors are appointed jointly by shareholders in an Ordinary Shareholders’ Meeting.

Under Argentine law, shareholders are entitled to cumulative voting rights for the election of up to one-third of the vacancies to be filled on the Board of Directors and the Supervisory Committee. If any shareholder notifies a company of its decision to exercise its cumulative voting rights not later than three business days prior to the date of the Ordinary Shareholders’ Meetings, all shareholders are entitled, but not required, to exercise their cumulative voting rights as well.

Through the exercise of cumulative voting rights, the aggregate number of votes that a shareholder may cast is multiplied by the number of vacancies to be filled in the election, and each shareholder may allocate the total number of its votes among a number of candidates not exceeding one-third of the number of vacancies to be filled. Shareholders not exercising cumulative voting rights are entitled to cast the number of votes represented by their shares for each candidate. The candidates receiving the most votes are elected to the vacancies filled by cumulative and non-cumulative voting. In case of tie between the candidates voted under the same system, the two candidates that received the most votes will participate in a run-off election, and the candidate receiving the most votes in the run-off election will be deemed elected.

In addition, any person who enters into a voting agreement with other shareholders in a public company must inform the CNV of that voting agreement and must file a copy of that voting agreement before the CNV.

Shareholders’ Meetings

Shareholders’ meetings may be ordinary meetings or extraordinary meetings. Telecom Argentina is required to hold an annual ordinary shareholders’ meeting (“Annual Ordinary Shareholders’ Meeting”) in each fiscal year to consider the matters outlined in Section 234 of the GCL, Section 71 of Law No. 26,831 and CNV rules, including but not limited to:

●	approval of Telecom Argentina’s financial statements and general performance of the directors and members of the Supervisory Committee for the preceding fiscal year;
●	election, removal and remuneration of directors and members of the Supervisory Committee;
---	---
●	allocation of profits; and
---	---
●	appointment of external auditors.
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Table of Contents Matters which may be considered at these or other ordinary meetings include, but are not limited to:

●	consideration of the responsibility of directors and members of the Supervisory Committee; and
●	capital increases and the issuance of notes.
---	---

Extraordinary shareholders’ meetings (“Extraordinary Shareholders’ Meetings”) may be called at any time to consider matters beyond the scope of the ordinary shareholders’ meetings, including amendments to the bylaws, issuances of certain securities that permit profit sharing, anticipated dissolution, merger and transformation from one type of company to another, etc.

Shareholders’ meetings may be convened by the Board of Directors or the members of the Supervisory Committee. The Board of Directors or the members of the Supervisory Committee are also required to convene shareholders’ meetings upon the request of any shareholder or group of shareholders holding at least 5% in the aggregate capital stock of Telecom Argentina. If the Board of Directors or the members of the Supervisory Committee fail to do so, the meeting may be called by the CNV or by the Argentine courts.

Notice of the shareholders’ meeting must be published in the Official Gazette and in a widely circulated newspaper in Argentina, at least twenty days before the shareholders’ meeting. In order to attend a meeting, shareholders must submit proper evidence of their ownership of shares via book-entry account held at the Caja de Valores S.A. in the case of Class B Shares and Class C Shares, and via book-entry account held by the Company of Class A Shares and Class D Shares. Entitled to attend the meeting, a shareholder may be represented by proxy.

Holders of ADSs are not entitled to attend or vote at a shareholders’ meeting but its Deposit Agreement provides for certain procedures to instruct the Depositary to vote deposited Class B Shares in accordance with instructions provided by the holders of the ADSs. For voting instructions to be valid, the depositary must receive them on or before the date indicated in the relevant notice. There is no guarantee that an ADS holder will receive voting materials in time to instruct the depositary to vote.

The quorum for Ordinary Shareholders’ Meetings consists of a majority of the capital stock entitled to vote. In Ordinary Shareholders’ Meetings, resolutions may be adopted by the affirmative vote of a majority of the shareholders present that have issued a valid vote, without counting voluntary abstentions. If there is no quorum at the meeting, a second Ordinary Shareholders’ Meetings may be called. The meeting in a second call can be held whatever the number of the shareholders at the meeting, and resolutions may be adopted by a majority of the shareholders present.

The quorum for Extraordinary Shareholders’ Meetings is 60% of the capital stock entitled to vote. If there is no quorum at the Extraordinary Shareholders’ Meeting, a second Extraordinary Shareholders’ Meeting may be called. The quorum for Extraordinary Shareholders’ Meetings in a second call is the 30% of the present capital stock. In both cases, decisions are adopted by a majority of valid votes, except for certain fundamental matters, including:

●	mergers and spin-offs, when Telecom Argentina is not the surviving entity;
●	anticipated liquidation;
---	---
●	change of Telecom Argentina’s domicile to a domicile outside Argentina;
---	---
●	total or partial repayment of capital; or
---	---
●	a substantial change in the corporate object and purpose.
---	---

Each of these actions requires a favorable vote of more than 50% of all the capital stock entitled to vote.

In some of these cases, a dissenting shareholder is entitled to appraisal rights.

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Table of Contents Any resolution adopted by the shareholders at Ordinary or Extraordinary Shareholders’ Meetings that affects the rights of one particular class of capital stock must also be approved or ratified by a special meeting of that class of shareholders. The special meeting will be governed by the rules for Ordinary Shareholders’ Meetings.

In addition, and pursuant to the amendment to the bylaws approved on August 31, 2017, a favorable resolution by a special meeting of the Class A and/ or the Class D will be required in order to approve any Supermajority Matter. That special meeting will be required to the extent the Class A or the Class D represent more than 15% of the capital stock, respectively, or 20% of the capital stock if the decision involves the approval of the Business Plan or the Annual Budget.

Dividends

Dividends can be lawfully paid and declared only out of our realized and liquid profit. The declaration, amount and payment of dividends are determined by a majority vote at a shareholders’ ordinary meeting of Telecom Argentina’s capital stock.

For these purposes, the Board of Directors must submit our financial statements for the previous fiscal year, together with a report thereon by the Board of Directors, to the shareholders for their approval at an Annual Ordinary Shareholders’ Meetings.

In preparing the Annual Report in compliance with Argentine requirements, at the end of each fiscal year, the Board of Directors analyzes Telecom Argentina’s economic and financial position and its compliance with the abovementioned restrictions. The Board of Directors also takes into account the funds needed for operative purposes for the following fiscal year. The Board of Directors then proposes a course of action with respect to retained earnings, which may or may not include a dividend distribution. The decision with regards to the proposal of the Board of Directors is made by Telecom Argentina’s shareholders at the shareholders’ meeting.

Upon the approval of the financial statements, the shareholders determine the allocation of Telecom Argentina’s net profits (if any). Under the GCL, dividends may only be declared out of liquid and realized profits determined based on non-consolidated financial statements prepared in accordance with GAAP effective in Argentina (i.e. IFRS Accounting Standards in the case of listed companies as Telecom Argentina) and other applicable regulations issued by the CNV and other regulatory bodies. Furthermore, liquid and realized profits can only be distributed when all accumulated losses from past periods have been absorbed and the legal reserve has been constituted or reconstituted. In addition, the Telecom Shareholders Agreement includes certain provisions with respect to the payment of dividends under certain circumstances Under CNV rules, a shareholders’ meeting convened to approve the financial statements in which retained earnings are positive must make a specific decision on the use of such earnings in accordance with the GCL. The shareholders’ meeting must resolve on its distribution as cash dividends, capitalization with issuance of paid-in shares, use to create reserves other than statutory reserves, or a combination of such alternatives. In addition, the GCL requires Argentine companies to allocate 5% of any net profits to a legal reserve, until the amount of this reserve equals 20% of our capital stock. The legal reserve is not available for distribution. The remainder of net profits may be paid as dividends on common stock or retained as a voluntary reserve or other account, or a combination thereof, all as determined by the shareholders. As a result of these rules the balance of retained earnings after the allocation approved by the Annual Ordinary Shareholders’ Meeting should be zero. As provided by CNV Resolution No. 609/12, positive retained earnings generated by the mandatory adoption of IFRS Accounting Standards as from January 1, 2012, should be assigned to a special reserve that can only be utilized for its capitalization or to absorb negative retained earnings.

Furthermore, CNV Resolution No. 777/18 established that “earnings distributions shall be considered in the currency as of the shareholders’ meeting date using the price index corresponding to the previous month of said Meeting”.

Dividends may not be paid if the legal reserve has been impaired, nor until it has been fully replenished. Shareholders’ rights to collect dividends expire three years after the distribution date pursuant to Section 17 of Telecom Argentina’s bylaws.

Argentine law permits the Board of Directors of certain companies, such as Telecom Argentina, to approve the distribution of anticipated dividends on the basis of financial statements especially prepared for the purpose of paying such dividends, provided that both the external auditors and the Supervisory Committee have issued an opinion report. The actual payment of these dividends is made on an interim basis, and they are paid on account of the dividends to be determined in the Annual Ordinary Shareholders’ Meeting on the basis of the financial statements for the year.

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Table of Contents See Notes 13 and 21 to our Consolidated Financial Statements regarding restrictions on distributions of profits and dividends.

Capital increase and reduction

Telecom Argentina may increase its capital upon authorization of an Ordinary Shareholders’ Meeting. All capital increases must be confirmed by the CNV, published in the Official Gazette and recorded with the IGJ. Capital reductions may be voluntary or mandatory. Shares issued in connection with any capital increase must be divided among the various classes in proportion to the number of shares of each class outstanding as of the date of the issuance, provided that the number of shares of each class actually issued may vary based on the exercise of preemptive rights and additional accretion rights in accordance with the procedure described under “—Preemptive Rights” below.

A voluntary capital reduction must be approved by an Extraordinary Shareholders’ Meeting and may take place only after notice thereof is published and creditors are given an opportunity to obtain payment or collateralization of their claims, or attachment, except in redemption cases (with liquid and realized profits).

In accordance with Section 206 of the GCL, reduction of a company’s capital stock is mandatory when losses have exceeded reserves and at least 50% of the stated capital (capital stock plus inflation adjustment).

Preemptive Rights

Under Argentine law, holders of a company’s common shares of any given class have preferential or preemptive rights, proportional to the number of shares owned by each shareholder, to subscribe for any shares of capital stock of the same class as the shares owned by the shareholder or for any securities convertible into such shares issued by the company.

In the event of a capital increase, shareholders of Telecom Argentina of any given class have a preemptive right to purchase any issue of shares of such class in an amount sufficient to maintain their proportionate ownership of Telecom Argentina’s capital stock. For any shares of a class not preempted by any holder of that class, the remaining holders of the class will assume pro rata the preemptive rights of those shareholders that are not exercising their preemptive rights. Pursuant to Telecom Argentina’s bylaws, if any Class B or Class C Shares are not preempted by the existing shareholders of each such class, the other classes may preempt such class. However, if any shares of the other Classes of Shares are not preempted by the existing holders of such class, holders of Class B or Class C Shares shall have no preemptive rights with respect to such shares.

A notice to the shareholders of their opportunity to preempt the capital increase must be published for three days in the Official Gazette and a widely circulated newspaper in Argentina. The period for the exercise of preemptive rights is 30 days following the last day of publication and may be reduced to 10 days by resolution of an Extraordinary Shareholders’ Meeting. Pursuant to the Capital Markets Law, as amended by the Productive Financing Law No. 27,440, in the case of any capital increase by means of a public offer, the preemptive rights will be exercised by the shareholders exclusively through the subscription and allocation procedures determined in the offering memorandum, and the 30-day period will not apply; subject to the condition that the bylaws of the company expressly provide it and to the approval of the shareholders’ meeting.

Pursuant to the GCL, preemptive rights may only be restricted or suspended in certain particular and exceptional cases by a resolution of an Extraordinary Shareholders’ Meeting when required by the interest of the company.

Conflicts of Interest

A shareholder that votes on a business transaction in which its interest conflicts with that of Telecom Argentina may be liable for damages under Argentine law, but only if the transaction would not have been approved without his or her vote. See “Item 3—Key Information—Risk Factors—Risks Relating to Argentina—Our Shareholders may be subject to liability under Argentine law for certain votes of their securities”. See also “—Powers of the Directors” below for a description of conflict of interest regarding Directors.

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Table of Contents Redemption or Repurchase

Telecom Argentina’s stock is subject to redemption in connection with a reduction of capital by a majority vote of shareholders at an Extraordinary Shareholders’ Meeting. Pursuant to the GCL, Telecom Argentina may repurchase the stock with liquid and realized profits or available reserves, upon a determination of the Board of Directors that the repurchase is necessary in order to avoid severe damage to our business (subject to shareholder consideration) or in connection with a merger or acquisition. In addition, Telecom Argentina can purchase up to 10% of its capital stock in the BCBA pursuant to Law No. 26,831, complying with the requirements and procedures stated therein. If the purchase is made pursuant to Law No. 26,831, Telecom Argentina must resell the repurchased shares within three years and its shareholders will have preemptive rights to purchase the shares, except in case of an employee compensation program or plan, or in case the shares are distributed among all the shareholders proportionately or regarding the sale of an amount of shares that in any period of 12 months does not exceed 1% of the Telecom Argentina’s capital stock. In such cases, the three-year period can be extended with the previous approval by a shareholders’ meeting.

Appraisal Rights

Whenever certain extraordinary resolutions are adopted at an Extraordinary Shareholders’ meeting, such as a merger of Telecom Argentina into another entity, a change of corporate object and purpose, transformation from one type of corporate form to another, or the voluntary withdrawal from the public offering framework or listing of Telecom Argentina’s shares, any shareholder dissenting from the adoption of any resolution may withdraw from Telecom Argentina and receive the book value of his or her shares determined on the basis of Telecom Argentina’s annual financial statements (as approved by the Annual Ordinary Shareholders’ Meeting), provided that the dissenting shareholder exercises its appraisal rights within five days following the Annual Ordinary Shareholders’ Meeting at which the resolution was adopted. This right may be exercised within 15 days following the meeting if the dissenting shareholder was absent and provided he or she can prove that he or she was a shareholder on the day of the Annual Ordinary Shareholders’ Meeting on which the resolution was adopted. In the case of a merger of Telecom Argentina or a spin-off of Telecom Argentina, no appraisal rights may be exercised if Telecom Argentina is the surviving company or if the shares that Telecom shareholders would receive as a result of such merger or spin-off would also be admitted to the public offering framework or listed in Argentina.

Appraisal rights are extinguished if the resolution is subsequently overturned at another shareholders’ meeting held within sixty days of the expiration of the time period during which absent shareholders may exercise their appraisal rights.

Payment on the appraisal rights must be made within one year of the date of the shareholders’ meeting at which the resolution was adopted. In the case of voluntary withdrawal from the public offering framework or listing of Telecom Argentina’s shares, the payment period is reduced to sixty days from the date of the approval of the voluntary withdrawal.

Notwithstanding the foregoing, should Telecom Argentina decide to voluntarily withdraw its shares from the public offering framework or listing in Argentina, pursuant to Section 97 of Law No. 26,831, a tender offer by Telecom Argentina at a fair price (precio equitativo) to be determined in accordance with certain parameters must be conducted before such withdrawal.

Liquidation

Upon liquidation of Telecom Argentina, one or more liquidators may be appointed to wind up its affairs. All outstanding shares of common stock will be entitled to participate equally in any distribution upon liquidation.

In the event of liquidation, the assets of Telecom Argentina shall be applied to satisfy its debts and liabilities. If any surplus remains, it shall be distributed to the holders of shares in proportion to their holdings.

Acquisitions of 5% or more of the voting stock of a public company

Under Argentine law, any person acquiring 5% or more of the voting stock of a public company must inform the CNV in writing of the acquisition of such voting stock. Additionally, such person must inform the CNV in writing of each additional acquisition of the voting stock of that particular company, until such person acquires control of that company, in which case the person shall be subject to a different ownership disclosure framework.

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Table of Contents Powers of the Directors

The bylaws of Telecom Argentina do not contain any provision regarding the ability to vote on a proposal, arrangement or contract where a director is an interested party. Under Argentine law, a director may sign contracts with the company related to the company’s activities so long as the conditions are on an arm’s-length basis. If such contract does not meet such conditions, the agreement may only be subscribed with the prior approval of the Board of Directors or, in the absence of quorum, with the approval of the Supervisory Committee.

Such transactions must be dealt with at the following shareholders’ meeting, and if such meeting does not approve them, the Board of Directors or the Supervisory Committee (as the case may be) are jointly responsible for any damages caused to the company. Argentine law also requires that if a director has a personal interest contrary to Telecom Argentina’s, he or she must notify the Board of Directors and to the Supervisory Committee. The director must refrain from participating in any deliberations or he or she may be held jointly and severally liable for all damages caused to Telecom Argentina as a result of the conflict of interests.

Additionally, Law No. 26,831 dictates that the contracts between a company and a director (that qualifies as a “related party”) when they exceed 1% of the shareholders’ equity of the company, it must be submitted to prior approval of the Audit Committee or of two independent evaluation firms to ensure that the transaction is in accordance with market conditions. Such transactions must also be approved by the Board of Directors and reported to the CNV and the exchanges on which the shares of the company are listed. If the Audit Committee or the independent evaluation firms have not determined the terms of the transaction to be “according to market conditions,” then the contract in question must be submitted for consideration at a shareholders’ meeting.

Section 10 of the bylaws of Telecom Argentina establishes that the remuneration of the members of the Board of Directors is to be determined by the shareholders at their Annual Ordinary Shareholders’ Meeting. The Audit Committee is to issue a prior opinion on the reasonability of the proposed remuneration, which the Board of Directors submits for approval to the shareholders. Directors cannot vote on the resolution concerning their compensation or the compensation of any other director.

The bylaws of Telecom Argentina do not contain any provision regarding the possibility of granting loans to members of the Board of Directors or to the Company executives.

Members of the Board of Directors of Telecom Argentina or its subsidiaries or parent company cannot be appointed as members of the Supervisory Committee.

The bylaws of Telecom Argentina do not establish a maximum age to be member of the Board of Directors.

Neither the bylaws of Telecom Argentina nor any Argentine law requires the members of the Board of Directors to be shareholders.

Limitations on foreign investment in Argentina

Under the Argentine Foreign Investment Law, as amended (the “FIL”), the purchase of stock by an individual or legal entity domiciled abroad or by a local company of foreign capital (as defined in the FIL) constitutes a foreign investment subject to the FIL. Foreign investments generally are unrestricted. However, foreign investments in certain industries, such as broadcasting, are restricted as to percentage. No approval is necessary to purchase Class B Shares. The FIL does not limit the right of non-resident or foreign owners to hold or vote the Class B Shares, and there are no restrictions in Telecom Argentina’s bylaws limiting the rights of non-residents or non-Argentines to hold or to vote on Telecom Argentina’s Class B Shares. Notwithstanding the foregoing, regulations implemented by the CNV require that all shareholders that are foreign companies who are registered to participate at a shareholders’ meeting should bear adequate proxy representation according to Argentine law. To acquire participation in a company in Argentina, non-Argentine companies are required to comply with the share ownership registration requirements with the Argentine Registry of Commerce as provided for under Section 123 of the GCL.

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Table of Contents Change of Control

There are no provisions in the bylaws of Telecom Argentina which may have the effect of delaying, deferring or preventing a change in control of Telecom Argentina and that would only operate with respect to a merger, acquisition or corporate restructuring involving Telecom Argentina or any of its subsidiaries, except in case of merger (Section 10. VI of the Bylaws).

Under Law No. 26,831, modified by Law No. 27,440, a party which has individually or through a concerted action (actuación concertada) attained control in a publicly traded corporation must offer a fair price (precio equitativo) as defined in Law No. 26,831, as amended, to acquire all shares of such corporation.

Under Decree No. 764/00, as amended by Decree No. 267/15, the loss of control of a licensee company such as Telecom Argentina is subject to the approval of ENACOM.

MATERIAL CONTRACTS

For information regarding our material contracts, see “Item 5—Operating and Financial Review and Prospects—Liquidity and Capital Resources” and “Item 7—Major Shareholders and Related Party Transactions—Major Shareholders— Telecom Shareholders’ Agreement”. We are not a party to the Telecom Shareholders’ Agreement.

FOREIGN INVESTMENT AND EXCHANGE CONTROLS IN ARGENTINA

On September 1, 2019, the Argentine government issued Decree No. 609/19 (the “FX Decree”) by which foreign exchange controls were temporarily reinstated until December 31, 2019, which were subsequently extended, not providing for a specific expiration date. The FX Decree: (i) reinstated exporters’ obligation to repatriate proceeds from exports of goods and services in the terms and conditions set forth by the BCRA and liquidate such foreign currency-denominated proceeds to Pesos through the FX Market; and (ii) authorized the BCRA to (a) regulate the access to the FX Market for the purchase of foreign currency and outward remittances; and (b) establish regulations to prevent practices and/or transactions aimed to bypass the measures adopted on the FX Decree.

A consolidated text of the currently applicable exchange control regulations can be found in Communication “A” 8035/24 issued by the BCRA on June 6, 2024. Below is a description of the main exchange control measures in effect as of the date of this Annual Report, that apply to the Company and its operations:

Reporting Regime

On December 28, 2017, the BCRA replaced the reporting regimes set forth on Communications “A” 3602 and “A” 4237 with Communication “A” 6401 (and supplemental Communication “A” 6795, and as further amended and supplemented), a unified regime applicable from December 31, 2017 (the “External Assets and Liabilities Reporting Regime”). Under such regime, (i) all Argentine residents (both legal entities or natural persons) with external liabilities at the end of any quarter, or residents who have cancelled any of its external liabilities during such period, must file the report within 45 calendar days from the end of the quarter, and (ii) residents whose foreign assets or debts flow or balance equal to or in excess of the equivalent of US$50 million in Pesos at the end of each calendar year, are required to file within 180 calendar days from December 31, an Annual Report where supplements, amendments or confirmation of information contained in previously quarterly filings can be included.

The report distinguishes five categories of foreign holdings: (i) equity participations and investment funds; (ii) non-negotiable debt instruments; (iii) negotiable debt instruments; (iv) financial derivatives; and (iv) real estate.

Access to the FX Market for repayment of external financial indebtedness and other transactions are conditioned to the debtor’s compliance with the External Assets and Liabilities Reporting Regime.

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Table of Contents Specific provisions for inward remittances

Exports of services

Pursuant to Section 2.2 of Communication “A” 8035, exporters shall repatriate and settle in the FX Market, the proceeds from exports of services within 20 business days following either the perception of funds in the country or abroad, or their accreditation in foreign accounts.

Subject to certain requirements, the proceeds may be applied to the payment of principal and interest under foreign financial debt or registered domestic debt securities, or to the repatriation of foreign investments.

On June 2, 2022, by virtue of Communication “A” 7518 (amended by Communication “A” 7520 and Communication “A” 7766), the BCRA created a foreign currency availability regime for exportation of services. Thus, the legal entities who export telecommunication services, IT services, information services, among others, may have up to US$36,000 per year in accounts in local financial entities without the requirement of settlement in Pesos. In order to access this benefit, the legal entity must: (i) have an affidavit stating that the established limit is not exceeded, that the deadlines for the sale, realization or acquisition of securities (which are identical to those applied for access to the Foreign Exchange Market) are complied with in order to request the use of this mechanism and that the use of this mechanism must be tax neutral; (ii) be a beneficiary of the Regime for the Promotion of Knowledge Economy Exports (Chapter II of Decree No. 679/22); and iii) the intervening entity must additionally have an affidavit from the client stating that the collections that cease to be settled correspond to exports of services that are related to activities associated with the knowledge economy.

Sale of non-financial non-produced assets

Pursuant to Section 2.3 of Communication “A” 8035, the proceeds in foreign currency of the sale of non-financial non-produced assets must be repatriated and settled in Pesos in the FX Market within five business days following either the perception of funds in the country or abroad, or their accreditation in foreign accounts.

External financial indebtedness

Servicing of foreign financial debt (disbursed after September 1, 2019) with access to the FX Market for the payment of principal and interest thereunder, is subject to prior compliance with the requirement that the proceeds of such foreign financial debt must be transferred to the Argentine financial system and liquidated through the FX Market.

Duly registered securities that are denominated and payable in foreign currency in Argentina

The proceeds from the issuance of duly registered debt securities by Argentine residents, denominated and payable in foreign currency in Argentina, must be settled for Pesos in the FX Market as a condition for the access to the FX Market for the payment of principal and interest thereunder.

Specific provisions for outflow of funds through the FX Market

Payment of dividends and corporate profits

In accordance with Section 3.4 of Communication “A” 8035, access is granted to the local FX Market to pay dividends to non-resident shareholders, subject to the following conditions:

● Maximum amounts: The total amount of transfers executed through the FX Market as of January 17, 2020, for payment of dividends to non-resident shareholders may not exceed 30% of the total value of the new capital contributions made in the local company that had been entered and settled through the FX Market as of the abovementioned date. The total amount paid to non-resident shareholders shall not exceed the corresponding amount denominated in Argentine Pesos that was determined by the shareholders’ meeting.

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Table of Contents ● Minimum period: Access to the FX Market will only be granted after a period of not less than thirty (30) calendar days has elapsed as of the date of the settlement of the last capital contribution that is considered for determining the aforementioned 30% cap.

● Certification of increase of exports of goods: The client must have a “Certification of increase of exports of goods”, for the years 2021 to 2023, for the equivalent to the value of profits and dividends that are paid to the client.

● Documentation requirements: Dividends must result from closed and audited balance sheets.

● When requesting access to the FX Market for this purpose, evidence of the definitive capitalization of the capital contribution must be provided or, in lack thereof, evidence of the initiation of the process of registration of the capital contribution before the IGJ shall be provided. In this case, evidence of the definitive capitalization shall be provided within 365 calendar days from the date of the initial filing with the Public Registry of Commerce. Also, it must be verified that the operation has been declared, if applicable, in the most recent External Assets and Liabilities Reporting Regime report.

Payment of principal and interest under external financial indebtedness

Foreign financial debt and securities which are registered with a foreign public registry may be serviced with access to the FX Market, if the following conditions are met:

● evidence of the settlement of foreign currency in the FX Market in an amount equal to the amount of the relevant debt;

● such loan must have been reported to the BCRA in the in the most recent External Assets and Liabilities Reporting Regime report;

● access is being carried out no earlier than three business days prior to the scheduled payment date;

● in case the lender is a related party, prior authorization from the BCRA for the access to the FX Market for the payment of financial debt, which is required until December 31, 2024, shall not be necessary provided (i) that the transactions are for local financial entities’ own operations, (ii) the proceeds have been settled for Pesos in the FX Market as of October 2, 2020, (iii) the indebtedness has an average life of at least two years, (iv) the client has a “Certification of increase of exports of goods” for the years 2021 to 2023 issued in accordance with the provisions of Section 3.18. of Communication “A” 7348 for the equivalent of the principal amount to be paid; (v) it is a financial indebtedness abroad with an average life of not less than two years liquidated between August 27, 2021 and December 12, 2023 and that was used to pay commercial debts for the importation of goods and services as from the issuance of a “Certification of entry of new financial indebtedness abroad” under Section 1. of Communication “A” 7348 and concordant; and (vi) it is a financial indebtedness abroad included in the mechanism of Section 7.11. of Communication “A” 8035 and the date of access is consistent with the conditions required to be included in such mechanism.

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Table of Contents If such remittance is used to make a prepayment more than three (3) business days prior to the scheduled payment date, then:

(1) if the prepayment is made simultaneously with the disbursement of a new foreign financial indebtedness: (a) the prepayment shall be made simultaneously with the transfer to Argentina and settlement for Argentine Pesos of the proceeds from a new financial debt and/or a new prefinancing of foreign exports, (b) the average life of such new debt shall be longer than the average life of the debt that is being prepaid, (c) the accumulated amount of the principal maturities of the new debt shall not exceed at any time the amount that would have accumulated the principal maturities of the debt being prepaid, and (d) in the event that the new indebtedness is a pre-financing of foreign exports, the entity must have an affidavit from the client stating that the prior approval of the BCRA will be required for the application of foreign currency from export collections to the cancellation of the principal prior to the maturities computed for the purposes of compliance with the conditions indicated above;

(2) if the prepayment is made within the process of a securities exchange: (a) the prepayment shall be made as part of an exchange of securities issued by the client, (b) the prepaid amount correspond to the accrued interest on the securities as of the exchange closing date, (c) the average life of such new securities shall be longer than the average life of the securities being exchanged, and (d) the accumulated amount of the principal maturities of the new securities shall not exceed at any time the amount that would have accumulated the principal maturities of the securities being prepaid;

(3) if the prepayment of principal and interest is made simultaneously with the liquidation of a new financial indebtedness granted by a local financial institution from a foreign line of credit: (a) the prepayment will be made simultaneously with the liquidated proceeds of a new foreign financial indebtedness disbursed as of April 19, 2024; (b) the average life of the new indebtedness will be longer than the average remaining life of the debt security being precanceled; and (c) the aggregate principal maturities of the new indebtedness will at no time exceed the aggregate principal maturities of the debt security being cancelled; and

Access may also be granted when (i) the purchased funds are deposited in the client’s foreign currency accounts in local financial entities, (ii) access takes place within 60 calendar days prior to the applicable time period, (iii) amount purchased daily does not exceed 10% of the total amount to be paid on the scheduled payment date, and (iv) the intervening financial entity has verified that the debt being serviced is in compliance with the FX regulations. The remaining funds that are not used for the payment shall be settled in the FX Market within five business days following the payment date.

Specific provisions for securities transactions

Limitations related to the sale or transfer of securities and other assets.

In order to make payments abroad through the FX Market, the company must, in addition to the requirements applicable in each case, present an affidavit stating that on the day on which it requests access to the market and in the previous 90 calendar days, in the case of securities issued under Argentine or foreign law, directly or indirectly or for the account and order of third parties, has not carried out the transactions mentioned below and that it undertakes not to carry out such transactions as from the moment access is requested and during the following 90 calendar days and 180 calendar days:

(i) sales in the country of securities with settlement in foreign currency;

(ii) exchanges of securities issued by residents for foreign assets;

(iii) transfers of securities to foreign depositories;

(iv) acquisition in the country of securities issued by non-residents with settlement in Pesos;

(v) acquisition of Argentine certificates of deposit representing foreign shares;

(vi) acquisition of securities representing private debt issued in foreign jurisdictions; and

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Table of Contents (vii) delivery of funds in local currency or other local assets (except funds in foreign currency deposited in local financial entities) to any human or legal person, resident or non-resident, related or not, receiving as prior or subsequent consideration, directly or indirectly, by itself or through a related, controlled or controlling entity, foreign assets, crypto-assets or securities deposited abroad.

In such affidavit, the following transactions shall not be taken into account:

(i)	transfers of securities to foreign depositories made or to be made by the customer for the purpose of participating in an exchange of debt securities issued by the Argentine government, local governments or private sector resident issuers;
(ii)	the delivery of local assets for the purpose of cancelling a debt with an export credit agency or a foreign financial institution, to the extent that it occurs upon maturity as a consequence of a guarantee clause provided for in the debt contract;
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(iii)	sales of securities with settlement in foreign currency in the country or abroad when the total funds obtained from such settlements have been or will be used within 10 days following certain operations;
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(iv)sales with settlement in a foreign country or abroad of BOPREAL Bonds, or transfers of these bonds to foreign depositories, when carried out up to the amount acquired in the primary underwriting by those who participated in such underwriting;

(v)

sales with settlement in a foreign country or abroad, or transfers to foreign depositories made from April 1, 2024, by importers of goods and services that have acquired BOPREAL Bonds in a primary underwriting for debts related to the importation of goods and services described in items 4.4 and 4.5 of Communication “A” 8035, provided that the market value of these operations does not exceed the difference between the value obtained from the sale with settlement in foreign currency abroad of BOPREAL Bonds acquired in the aforementioned primary underwritings and their nominal value, if the former is lower;

(vi)

sales of BOPREAL Bonds obtained in a primary subscription.

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When the client is a legal entity, Communication “A” 7327 (as amended by Communication “A” 7766) establishes the same requirements in relation to its direct controlling and holders (defined in accordance with the BCRA rules indicated therein). Besides identifying in detail the persons or legal entities that exercise a direct control relationship over it, it must indicate the legal entities with which it forms part of the same economic group. And, for this purpose, the companies that share a control relationship of the type defined in the rules of “Large exposures to credit risk” must be considered as members of the same economic group.

Also, Communication “A” 7142 established that securities transactions arranged abroad may not be settled in Pesos in the country, and only those transactions arranged in the country may be settled in Pesos in the country.

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Duly registered securities that are denominated and payable in foreign currency in Argentina between residents

In accordance with Section 3.6 of Communication “A” 8035, access to the FX Market for the payment of foreign currency denominated obligations between Argentine residents executed as of September 1, 2019 is prohibited, except for payments, as from their maturity, of principal and interest of (i) loans in foreign currency granted by local financial entities (including payments of credit cards); (ii) the issuance of debt securities for the refinancing of the debt transactions entered into as of September 1, 2019 that result in an increase in the average life of the debt; (iii) the issuance of debt securities with public registry in Argentina as of November 29, 2019, denominated, subscribed and payable in foreign currency, to the extent the proceeds have been settled through the FX Market; (iv) promissory notes with a public offering issued under the terms of CNV General Resolution No. 1003/24 and related resolutions, denominated and underwritten in foreign currency, with principal and interest payments payable in foreign currency in the country, provided that all funds obtained have been settled in the foreign exchange market.; (v) the issuance of debt securities with public registration in the country, (a) with an average life of not less than two years, denominated in foreign currency and whose services are payable abroad or in foreign currency in the country, made between October 9, 2020 and December 31, 2023, (b) which were delivered to creditors of financial indebtedness abroad and/or debt securities with public registration in the country denominated in foreign currency with due dates between October 15, 2020 and December 31, 2023; which were delivered to creditors of financial indebtedness abroad and/or debt securities with public registry in the country denominated in foreign currency with maturities between October 15, 2020 and December 31, 2023, as part of the refinancing plan duly required in Section 7. of Communication “A” 7106 and related provisions (provisions included in Section 3.17. of the Annex to Communication “A” 8035), based on the following parameters: (1) the amount of principal for which the foreign exchange market was accessed up to December 31, 2023 did not exceed 40% of the amount of principal maturing, except when for an amount equal to or greater than the excess the debtor either registered settlements in the foreign exchange market as of October 9, 2020 for issues of debt securities with public registration abroad or other financial indebtedness abroad or registered settlements in the foreign exchange market as of October 9, 2020 for issues of debt securities with public registration abroad or other financial indebtedness abroad or it had a “Certification of increased exports of goods” for the years 2021 to 2023 issued under Section 3.18., and (2) the remaining principal maturing was, at least, refinanced with a new indebtedness abroad with an average life of two years greater than the average remaining life of the refinanced principal; (vi) the issuance of debt securities with public registry in Argentina as of January 7, 2021, denominated and payable in foreign currency in Argentina, to the extent they were issued to refinance preexisting debts with an increase in the average life, when applicable, to the amount of refinanced capital, the interests accrued up to the date of refinancing, and, if the new debt securities do not register principal maturities in the first two years, an amount equivalent to the interest that would accrue in the first two years for the debt that is refinanced prior to maturity and/or for the postponement of the refinanced principal and/or for the interest that would accrue on the amounts thus refinanced; and (vii) the issuance of debt titles with public registration abroad or in Argentina, denominated in foreign currency, and payable in Argentina or abroad, to the extent that the registration of the customs entry of goods for a value equivalent to the financing received is demonstrated.

Additionally, the prohibition does not apply to obligations in foreign currency between residents executed through public deeds or public registries on or before August 30, 2019, and to foreign currency loans granted by local financial entities that were outstanding as of August 30, 2019.

Access to the FX Market before the scheduled payment date shall be subject to prior authorization by the BCRA, except in certain situations and to the extent the relevant conditions are met, including, without limitation:

1) in the case of loans granted by local financial entities, the prepayment is made simultaneously with the settled proceeds of a new foreign financial debt, the average life of the new debts exceeds the remaining average life of the debt being prepaid, and the accumulated amount of the principal maturities of the new debt shall not exceed at any time the amount that would have accumulated the principal maturities of the debt being prepaid;

2) if the prepayment is made within the process of a securities exchange, see “—Payment of principal and interest under external financial indebtedness” above;

3) if the prepayment is made in the context of the simultaneous settlement of a new external financial indebtedness, see “—Payment of principal and interest under external financial indebtedness” above; and

4) if the prepayment is made in the context of the simultaneous settlement of a new debt title, see “—Payment of principal and interest under external financial indebtedness” above.

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Access to the FX Market by local trusts for principal and interest payments

Pursuant to Section 3.7 of Communication “A” 8035, local trusts created to guarantee principal and interest payments by resident debtors may access the FX Market in order to make such payments at their scheduled maturity, to the extent that, pursuant to the current applicable regulations, the debtor would have had access to the FX Market to make such payments directly.

Derivatives transactions

Section 3.12 of Communication “A” 8035 provides that derivative transactions, including payment of premium, constitution of guarantees and settlement of futures, forwards, options and other derivatives, that settle in Argentina, shall be made in Pesos.

Likewise, access to the FX Market may be granted for the payment of premiums, creation of collaterals and settlements in connection with interest rate hedge agreements for foreign debt declared and validated, if applicable, in the External Assets and Liabilities Reporting Regime, as long as such agreements do not cover higher risks than external liabilities of the recorded debtor’s interest rate risk being covered.

An entity authorized to operate in the FX Market must be designated by the debtor to track the operation and an affidavit in which the debtor undertakes to repatriate and settled the funds into Pesos that are in favor of the local client as a result of such operation, or as a result of the release of the funds of the constituted as collateral, must be provided within the following five business days.

Additional information requirements

In addition, access to the FX Market for the purchase of foreign currency in all of the aforementioned circumstances is also subject to the compliance by the client of the following information requirements:

(A) the “Anticipo de operaciones cambiarias” regime, pursuant to which the client must disclose to the intervening financial entity any purchase of foreign currency that equals or exceeds a daily threshold of US$100,000, two business days in advance;

(B) the Foreign Liquid Assets Holdings affidavit (Communication No. 7030, as amended) and/or Argentine certificates of deposits representing foreign shares, stating that (1) all of the foreign currency that the client holds in Argentina is deposited in local bank accounts and that it does not have more than US$100,000 in available foreign liquid assets (excluding funds deposited abroad that cannot be used because they are reserve funds or guarantee funds set up in accordance with the requirements of foreign indebtedness agreements or funds set up to guarantee foreign derivative transactions) and/or Argentine certificates of deposits representing foreign shares; and, at the beginning of the day in which it requests access to the FX Market, subject to certain exceptions, and (2) the client undertakes to settle in Pesos through the FX Market, within five business days of its availability, those foreign proceeds resulting from the collection of loans granted to third parties, the collection of a term deposit or the sale of any type of asset, when the asset has been acquired, the deposit constituted or the loan granted after May 28, 2020. Such amount may be exceeded provided the amount in excess (a) was used on the same date to make payments that would have had access to the local exchange market; (b) was transferred in favor of the client to a correspondent account of a local entity that holds a foreign exchange authorization; (c) consists in funds deposited in foreign bank accounts that result from collections of exports of goods and/or services or advances, pre-financing or post-financing of exports of goods granted by non-residents, or the sale of non-produced non-financial assets; for which the 5-working day period has not elapsed; (d) consists in funds deposited in foreign bank accounts resulting from foreign financial indebtedness and its amount does not exceed the equivalent to be paid for principal and interests in the next 365 calendar days; (e) are funds deposited in foreign bank accounts originated in the issuance of debt securities executed within the previous 120 calendar days and susceptible to be included in the provisions of Sections 7.11.1.5. and 7.11.1.6. of Communication “A” 8035; (f) are funds deposited in foreign bank accounts originated in the sale of securities with settlement in foreign currency referred to in Section 3.16.3.6.iii) of Communication “A” 8035; funds deposited in foreign bank accounts originated from the proceeds obtained from the underwriting abroad of a new debt security in the last 60 calendar days, which will be used for the refinancing, repurchase, and/or early redemption of debt securities or financial debts abroad, as referred to in Section 3.5 of Communication “A” 8035 and

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Table of Contents (C) the Transactions with Public Securities and other assets affidavit (Communication No. 7001, as amended), where the client must acknowledge that, on the day on which it requests access to the FX Market and in the previous 90 days in the case of securities issued under Argentine or foreign law, directly or indirectly or on behalf of and to the order of third parties: (i) has not arranged sales in the country of securities with settlement in foreign currency; (ii) has not made exchanges of securities issued by residents for foreign assets; (iii) has not made transfers of securities to depository entities abroad; (iv) has not acquired in the country securities issued by non-residents with settlement in Pesos; (v) has not acquired Argentine certificates of deposit representing foreign shares; (vi) has not acquired securities representing private debt issued in foreign jurisdictions; and (vii) has not delivered funds in local currency or other local assets (except funds in foreign currency deposited in local financial institutions) to any individual or legal entity, whether resident or non-resident, related or not, receiving as prior or subsequent consideration, directly or indirectly, by itself or through a related, controlled or controlling entity, foreign assets, crypto-assets or securities deposited abroad. In addition, it must acknowledge that it will refrain from entering into any of such transactions during a 90-day term as from the date thereof, in the case of securities issued under Argentine or foreign law, directly or indirectly or on behalf and order of third parties. Additionally, when the client is an entity, the sworn statement must include (i) the data of the individuals or legal entities that directly control the entity and of other legal entities with which it is part of the same economic group, and (ii) the statement that, at the time of access to the Exchange Market and during the 90 days prior to such request, it has not delivered foreign currency or local liquid assets (except funds deposited in local financial entities), in Argentina, to any person directly controlling it, outside normal transactions of acquisition of goods and services between residents, or to other companies with which it is part of the same economic group.

Repayment of principal and interest of imports of goods and services.

Pursuant to Section 3.3 of Communication “A” 8035, access to the FX Market for the repayment of principal and interest of imports of goods and services shall be granted, provided that the operation has been declared, if applicable, in the last overdue presentation of the External Assets and Liabilities Reporting.

The BCRA’s prior approval will not be required to access the FX Market for the repayment of debts for imports of goods and services with related foreign parties, as long as the maturity of such indebtedness occurs on or after July 5, 2024.

The BCRA’s prior approval will also not be required to access the FX Market for the repayment of debts for imports of goods and services not included in the previous paragraph, provided that the payment is made simultaneously with the settlement of an amount not less than the interest amount for which access to the FX Market is requested, through:

●	new financial indebtedness abroad with an average life of not less than two years and a minimum one-year grace period for principal payments, both counted from the date on which access to the FX Market is granted;
●	new direct investment contributions from non-residents.
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New financial indebtedness abroad and new foreign direct investment contributions used under this provision:

(a) may be entered and settled by the debtor of the foreign indebtedness whose interest is being repaid or by another resident company related to the debtor and its economic group;

(b) may not be included for the purposes of other measures contemplated in the foreign exchange regulations.

The BCRA sets forth different requirements depending on whether it relates to the payment of imports of goods with customs clearance or the payments of import of goods pending customs clearance. As mentioned below, the imports and import payments monitoring system (SEPAIMPO) has been reinstated, setting forth rules governing such monitoring process and exceptions thereof.

In that sense, the local importer must designate a local financial entity to act as a monitoring bank, which will be responsible for verifying compliance with the applicable regulations, including, among others, the liquidation of import financing and the entry of imported goods.

For the complete set of regulations regarding payment of imports of goods and services, see Section 10 of BCRA’s FX regulations.

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Exceptions to the liquidation regime

Through Communication “A” 7664, it was stipulated, among other issues, that the beneficiaries registered in the Regime for the Promotion of the Knowledge Economy will be exempted from the obligation to settle the collection of exports of goods and services that have entered through the foreign exchange market within the terms established in each case and correspond to activities of the knowledge economy, to the extent that they have a “Certification of increase of exports associated to the knowledge economy (Decree No. 679/22)”.

Finally, legal entities that have a “Certification for direct investment contributions within the framework of the Regime for the Promotion of the Knowledge Economy (Decree No. 679/22)” may, when the conditions set forth in point 8 of the regulation are met, access the foreign exchange market from an exchange and/or arbitrage with funds deposited in its “Special account for the regime for the promotion of the knowledge economy” in order to carry out the operations listed in item 7 of Decree No. 679/22.

Income and liquidation of advances, prefinancing and post-financing from foreign sources

Advances, pre-financing and post-financing from abroad must be deposited in the foreign exchange market within 5 working days from the date of collection or settlement abroad, with an additional term of 10 calendar days to settle them in the foreign exchange market.

For exports under Decree No. 28/23, the foregoing shall be deemed to have been complied with when the exporter has entered and settled in the foreign exchange market an amount not less than 80% of the equivalent value of the advances, pre-financing and post-financing and for the unsettled portion has entered into purchase and sale transactions with securities, in which securities are acquired with settlement in foreign currency and sold with settlement in local currency in the country.

In addition, by means of Communication “A” 7740 and 8035, the BCRA provided, among other things, that the term of 180 calendar days to enter and settle advances, pre-financing and post-financing from abroad shall also apply when: i) the transfer of foreign currency has entered the correspondent account of the local entity as from April 10, 2023 and until December 31, 2024 and ii) the customer has registered foreign currency settlements in the foreign exchange market for advances, pre-financing and/or post-financing from abroad in the year 2022 for an amount equal to or greater than the equivalent of US$ 100,000,000 and the customer deposits the funds for credit in a “Special account for crediting export financing” of its ownership until the foreign currency settlement is completed or undertakes that the funds will remain credited in the correspondent account of the entity until their entry through the foreign exchange market is completed. The retransfer abroad of the funds that remain as transfers pending settlement shall require the prior approval of the BCRA.

TAXATION

Argentine taxes

The following summary of certain Argentine tax matters is based upon the tax laws of Argentina and regulations thereunder as of the date of this Annual Report and is subject to any subsequent changes in Argentine laws and regulations which may come into effect after such date. This summary does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a holder of such securities. No assurance can be given that the courts or tax authorities responsible for the administration of the laws and regulations described in this Annual Report will agree with this interpretation. Holders should carefully read “Item 3—Key Information—Risk Factors—Risks Relating to Telecom Argentina’s Shares and ADSs—Changes in Argentine tax laws may adversely affect the tax treatment of our Class B Shares and/ or ADSs” in this Annual Report and consult their tax advisors regarding the tax treatment of the Class B Shares underlying ADSs and ADSs.

Taxation of Dividends

Dividends to be distributed out of earnings accrued in fiscal years starting on or after January 1, 2018, are subject to the tax treatment, based on the enactment of a comprehensive tax reform -Law No. 27,430-, published in the Official Gazette on December 29, 2017, and generally effective since January 1, 2018.

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Table of Contents Pursuant to Law No. 27,430, amended by Law No. 27,541, published in the Official Gazette on December 23, 2019 and Law No. 27,630 published in the Official Gazette on June 16, 2021, dividends and other profits paid in cash or in non-cash assets —except for stock dividends—by companies and other entities incorporated in Argentina referred to in the Argentine Income Tax Law (the “Income Tax Law”), Sections 73 (O.T 2019) (a)(1), (2), (3), (6), (7) and (8), and Section 73(b) out of retained earnings accumulated in fiscal years starting on or after January 1, 2018, would be subject to withholding tax at a 7% rate, provided that they are distributed to Argentine resident individuals and foreign shareholders.

No dividend withholding tax applies if dividends are distributed to the aforementioned Argentine corporate entities required to assess the dividend withholding tax.

Income Tax - Capital gains

The results derived from the transfer of shares and other equity interests, bonds and other securities of Argentine companies are, in some cases, subject to Argentine capital gains tax, regardless of the type of beneficiary who realizes the gains.

a. Argentine corporate’s capital gains tax

Capital gains obtained by Argentine corporate taxpayers (in general, entities organized or incorporated under Argentine law and local branches of non-Argentine entities) derived from the sale, exchange or other disposition of shares are subject to income tax at the corporate rate on net income.

b. Individual resident’s capital gains tax

Law No. 27,430 established that as from January 1, 2018, gains realized by Argentine resident individuals (except for sole companies or commission agents) from the sale, transfer or disposition of shares, securities representing shares and certificates of deposit of shares are exempt from capital gains tax in the following cases: (i) when the shares are placed through a public offering authorized by the CNV, (ii) when the shares were traded in stock markets authorized by the CNV, under segments that ensure priority of price-time and interference of offers, or (iii) when the sale, exchange or other disposition of shares is made through an initial public offering and/or exchange of shares authorized by the CNV.

Pursuant to the Income Tax Regulatory Decree (O.T 2019), the conversion process by which individual residents change ADRs by excepted shares, will be considered a levied transaction at its value market price.

c. Nonresident’s capital gains tax

Law No. 27,430 and the income tax regulatory Decree (O.T 2019), maintain a 15% capital gains tax (calculated on the actual net gain or a presumed net gain equal to 90% of the sale price) on the disposal of shares or securities by nonresidents. However, nonresidents are exempt from the capital gains tax on gains realized from the sale of (a) Argentine shares in the following cases: (i) when the shares are placed through a public offering authorized by the CNV, (ii) when the shares were traded in stock markets authorized by the CNV, under segments that ensure priority of price-time and interference of offers, or (iii) when the sale, exchange or other disposition of shares is made through an initial public offering and/or exchange of shares authorized by the CNV; and (b) depositary shares or depositary receipts issued abroad, when the underlying securities are shares (i) issued by Argentine companies, and (ii) with authorization of public offering. The exemptions will only apply to the extent the foreign beneficiaries reside in, or the funds used for the investment proceed from, jurisdictions considered as cooperating for purposes of the exchange of tax information.

In addition, it is clarified that, from 2018 onward, gains from the sale of ADSs will be treated as from Argentine source.

In case the exemption is not applicable and, to the extent foreign beneficiaries do not reside in, or the funds do not arise from, jurisdictions not considered as cooperative for purposes of fiscal transparency, the gain realized from the disposition of shares would be subject to Argentine income tax at a 15% rate on the net capital gain or at a 13.5% effective rate on the gross price. In case such foreign beneficiaries reside in, or the funds arise from, jurisdictions not considered as cooperative for purposes of fiscal transparency, a 31.5% effective rate on the gross price should apply.

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Table of Contents Section 24 of Decree No. 862/19 lists the “non-cooperative jurisdictions” for Argentine tax purposes as of the date of this Annual Report. Argentine tax authorities are required to report updates to the Ministry of Finance to modify such list. By virtue of Decree No. 603/2024, issued on July 11, 2024, the list of “non-cooperative jurisdictions” was updated. It can be verified in the following link: https://www.afip.gob.ar/jurisdiccionesCooperantes/no-cooperantes/periodos.asp. The information contained in this website is not part of this Annual Report and is not deemed to be incorporated by reference herein.

In such scenarios, according to AFIP General Resolution No. 4,227, the income tax should be withheld and paid to the AFIP (currently ARCA) under the following procedures: (i) in case the securities were sold by a foreign beneficiary, through an Argentine stock exchange market, the custodian entity should withhold and pay the tax if it is involved in the payment process; if it is not involved in the payment process but there is an Argentine buyer involved, the Argentine buyer should withhold the income tax (ii) in case the securities were sold by a foreign beneficiary, but not through an Argentine stock exchange market and there is an Argentine buyer involved, the Argentine buyer should withhold the income tax; and (iii) when both the seller and the buyer are foreign beneficiaries and the sale is not performed through an Argentine stock exchange market, the person liable for the tax shall be the legal representative of the seller of the shares or securities being transferred or directly by the seller, in the event that there was no local legal representative. In this case, the payment shall be made through an international bank via wire transfer to the ARCA.

Holders are encouraged to consult a tax advisor as to the particular Argentine income tax consequences derived from the holding and disposing of ADSs or Class B Shares.

Personal assets tax

Argentine companies, such as us, have to assess and pay the personal assets tax corresponding to their shareholders that are Argentine individuals and non-Argentine resident persons.

Pursuant to Law No. 27,541, as of December 31, 2024, 2023 and 2022, the tax rate is 0.50%, which is to be assessed on the proportional net worth value (valor patrimonial proporcional), of the shares as per the Argentine entity’s last financial statements. According to Article four of AFIP General Resolution No. 3,363 (and amendments), effective until December 12, 2024, it is understood that the last financial statements of an Argentine entity that must be considered are those prepared under Argentine GAAP without considering the effect arising from the changes in the purchasing power of the currency. AFIP had ratified this criterion on several occasions. Notwithstanding this, during 2022, we learned that AFIP has modified its opinion and understands that the financial statements that must be used as the calculation basis for the determination and liquidation of the tax are those that were submitted for consideration and approved by the body competent company according to the type of company in question. That is, if the company applies IFRS Accounting Standards, the financial statements prepared with such standards should be used. We understand that the new tax interpretation contradicts the provisions of Article four of AFIP General Resolution No. 3,363 (and amendments) so we did not adopt it since we do not share the tax criterion.

Notwithstanding the above, on December 13, 2024, ARCA General Resolution No. 5,611 was published, repealing AFIP General Resolution No. 3,363. By virtue of this, as of the period 2024, the personal assets tax is calculated on the basis of the financial statements prepared under IFRS Accounting Standards.

Pursuant to the Personal Assets Tax Law, the Argentine company is entitled to seek reimbursement of such paid tax from the applicable Argentine domiciled individuals and/or foreign domiciled shareholders.

Value added tax

The sale, exchange or other disposition of Telecom Argentina shares and ADSs, and the distribution of dividends in connection therewith are exempted from the value added tax.

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Table of Contents Tax on deposits to and withdrawals from bank accounts

Law No. 25,413, as amended, provided for the creation of a tax on deposits to and withdrawals from bank accounts to be levied on: (i) credits and debits in accounts held in financial institutions located in Argentina; (ii) the credits and debits referred to in (i) in which no bank accounts with Argentine financial institutions are used, whatever their denomination, the mechanisms used to carry out such transactions (including cash) and/or legal instrument involved; and (iii) other transactions or transfers and deliveries of funds regardless of the individual or entity that performs them and the mechanism used.

Law No. 27,541 provided that the debits generated by cash withdrawals in any form shall be deemed taxable transactions, except for those made from accounts whose holders are physical or legal persons that qualify as micro and small-sized enterprises and provide evidence thereof under the terms of Article 2 of Law No. 24,467.

Pursuant to Decree No. 380/01 (as amended), the following transactions shall be subject to Law No. 25,413: (i) certain transactions carried out by financial institutions in which open accounts are not used; and (ii) any movement or delivery of funds, even in cash, that any person, including Argentine financial institutions, makes in its own name or on behalf of a third party, whatever the means used for its execution. Resolution No. 2,111/06 (AFIP) provides that “movements or deliveries of funds” are those made through organized payment systems replacing the use of bank accounts.

Pursuant to Decree No. 409/18 (published in the Official Gazette on May 7, 2018), bank account holders subject to the general 0.6% tax rate levied on each bank debit and credit may consider 33% of the tax paid as a tax credit. Bank account holders subject to the 1.2% tax rate may consider 33% of the tax paid as a tax credit. In both cases, those amounts may be creditable against income tax or the special contribution on the capital of cooperatives. In the case of small and medium-sized enterprises, the percentage that may be creditable against income tax may be higher. The exceeding amount may not be offset against other taxes or transferred in favor of third parties, but it may be carried forward, until fully offset, to future fiscal periods.

Article 10, subsection (s) of Decree No. 380, as amended, provides that movements recorded in special current accounts (Communication “A” 3250 of the Central Bank) shall not be subject to this tax if the holders of such accounts are foreign legal entities and the accounts are exclusively used in connection with financial investments in Argentina.

Article 10, subsection (a) of Decree No. 380, as amended, also provides for another exemption for certain transactions, including debit and credit transactions relating to accounts used exclusively for the transactions inherent to their specific activity and the drafts and transfers of which they are originators for the same purpose in the markets authorized by the CNV and their respective agents, stock exchanges that do not have organized stock markets, securities clearing houses, and settlement and clearing entities authorized by the CNV.

Turnover tax

Gross turnover tax could be applicable to Argentine residents on the transfer of shares and on the collection of dividends by our shareholders to the extent such activity is conducted on a regular basis within an Argentine province or within the City of Buenos Aires. However, under the Tax Code of the City of Buenos Aires, any transactions with shares, as well as the perception of dividends are exempt from gross turnover tax. Holders of the Class A, B, C and D Shares or ADSs are encouraged to consult a tax advisor as to the particular Argentine gross turnover tax consequences derived from holding and disposing of the Class A, B, C and D Shares or ADSs or ADSs.

Stamp taxes

Stamp tax is a provincial tax that is levied based on the formal execution of public or private instruments. Documents subject to stamp tax include, among others, all types of contracts, notarial deeds and promissory notes. Each Argentine province and the City of Buenos Aires have its own stamp tax legislation. Stamp tax rates vary according to the jurisdiction and type of agreement involved.

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Table of Contents Other Taxes

There are no Argentine federal inheritances or succession taxes applicable to the ownership, transfer or disposition of Class A, B, C and D Shares.

Tax treaties

Argentina has signed tax treaties for the avoidance of double taxation with several countries, although there is currently no tax treaty or convention in effect between Argentina and the United States. On December 23, 2016, Argentina and the United States signed an agreement for the upon request exchange of information relating to taxes, which entered into force on November 13, 2017. The first fiscal period with respect to which information could be exchanged was 2018.

On December 5, 2022, Argentina and the United States signed an agreement for the automatic exchange of financial information (the “2022 Tax Agreement”). The object of the 2022 Tax Agreement is the reciprocal exchange, for tax purposes, of information regarding accounts opened in financial institutions by residents of either country.

The 2022 Tax Agreement specifies that the Argentine reportable accounts of a reporting U.S. financial institution are financial accounts opened in a financial institution of the United States if: (i) in the case of a depository account, the account is held by an individual resident in Argentina and more than US$10 of interest is paid to such account in any given calendar year; or (ii) in the case of a financial account other than a depository account, the account holder is a resident of Argentina, including an entity that certifies it is a resident of Argentina for tax purposes, with respect to which U.S. source income that is subject to reporting under chapter three of subtitle A or chapter 61 of subtitle F of the U.S. Internal Revenue Code is paid or credited.

In particular, the U.S. Government will obtain and exchange with the ARCA the following information with respect to Argentine reportable accounts:

(i) the name, address, and CUIT/CUIL of any Argentine resident who holds the account;

(ii) the account number, or its functional equivalent, in the absence of an account number;

(iii) the name and identifying number of the reporting U.S. financial institution;

(iv) the gross amount of interest paid on a Depository Account (as defined in the 2022 Tax Agreement);

(v) the gross amount of U.S. source dividends paid or credited to the account; and

(vi) the gross amount of other U.S. source income paid or credited to the account, to the extent subject to reporting under chapter three of subtitle A or chapter 61 of subtitle F of the U.S. Internal Revenue Code.

On May 30, 2023, it was reported that the federal administrator of Public Revenue, Carlos Castagneto and his counterpart from the Internal Revenue Service (IRS), Holly Paz, signed a competent authority agreement that aims to establish the rules and procedures for the exchange automatic information defined in the Foreign Account Tax Compliance Act (“FATCA”) agreement.

On March 13, 2024, the official text in Spanish of the Agreement between the Government of the Argentine Republic and the Government of the United States of America to Improve International Tax Compliance and to Implement FATCA was published in the Official Gazette.

The Agreement, signed by both countries on December 5, 2022, in the English language, became effective on January 1, 2023, pending the drafting of the official text in Spanish, on which the parties recently agreed and was published on the date indicated in the previous paragraph.

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Table of Contents United States federal income taxes

The following discussion is a summary of certain U.S. federal income tax consequences for a U.S. holder (as defined below) of the acquisition, ownership and disposition of our ADSs or Class B Shares underlying ADSs, but it does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a holder of such securities, including any alternative minimum tax and the Medicare contribution tax on net investment income. This summary applies only to U.S. holders that hold ADSs or Class B Shares underlying ADSs as capital assets for U.S. federal income tax purposes and does not address investors that are members of a class of holders subject to special rules, such as:

●	financial institutions;
●	dealers in securities or currencies;
---	---
●	dealers or traders in securities who use a mark-to-market method of tax accounting;
---	---
●	life insurance companies;
---	---
●	persons that hold ADSs or Class B Shares underlying ADSs that are a hedge or that are hedged against interest rate or currency risks;
---	---
●	persons that hold ADSs or Class B Shares underlying ADSs as part of a hedging transaction, straddle, wash sale, conversion transaction or integrated transaction or persons entering into a constructive sale with respect to the ADSs or Class B Shares underlying ADSs;
---	---
●	persons whose functional currency for U.S. federal income tax purposes is not the U.S. dollar;
---	---
●	tax-exempt entities;
---	---
●	persons that own or are deemed to own 10% or more of our stock, measured by voting power or value;
---	---
●	persons who acquired ADSs or Class B Shares underlying ADSs pursuant to the exercise of an employee stock option or otherwise as compensation; or
---	---
●	persons holding ADSs or Class B Shares underlying ADSs 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 holds ADSs or Class B Shares underlying ADSs, 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 holding ADSs or Class B Shares underlying ADSs and partners in such partnerships should consult their tax advisors as to the particular U.S. federal income tax consequences of holding and disposing of the ADSs or Class B Shares underlying ADSs.

This summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), its legislative history, existing and proposed regulations promulgated thereunder, published rulings and court decisions, all as currently in effect. These authorities are subject to change, possibly on a retroactive basis. In addition, this summary assumes the deposit agreement, and all other related agreements, will be performed in accordance with their terms. As mentioned above, there is currently no income tax treaty or convention in effect between Argentina and the United States.

U.S. holders should consult their tax advisors regarding the U.S., Argentine or other tax consequences of the acquisition, ownership and disposition of ADSs or Class B Shares underlying ADSs in their particular circumstances, including the effect of any state or local tax laws.

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Table of Contents As used herein, the term “U.S. holder” means a holder that, for U.S. federal income tax purposes, is a beneficial owner of ADSs or Class B Shares underlying ADSs and is:

●	a citizen or individual resident of the United States;
●	a U.S. domestic corporation; or
---	---
●	otherwise, subject to U.S. federal income tax on a net income basis with respect to income from the ADSs or Class B Shares.
---	---

In general, for U.S. federal income tax purposes, holders of ADSs will be treated as the owners of the underlying Class B Shares represented by those ADSs. Accordingly, no gain or loss will be recognized if such holder exchanges ADSs for the underlying Class B Shares represented by those ADSs.

Except as provided below, this discussion assumes that we are not, and will not become, a Passive Foreign Investment Company (PFIC).

Distributions

To the extent paid out of our current or accumulated earnings and profits (as determined in accordance with U.S. federal income tax principles), the gross amount of distributions of cash or property made with respect to ADSs or Class B Shares underlying ADSs will generally be included in the income of a U.S. holder as ordinary dividend income. Because we do not maintain calculations of our earnings and profits under U.S. federal income tax principles, U.S. holders should expect that a distribution will generally be treated as a dividend. Dividends will not be eligible for the “dividends-received deduction” generally allowed to U.S. corporations under the Code. Dividends will be included in a U.S. holder’s income on the date of the U.S. holder’s (or in the case of ADSs, the depositary’s) receipt of the dividend.

In the event of a distribution of bonds or other property, U.S. holders of ADSs or Class B Shares should consult their tax advisors regarding the tax consequences to them of receipt of such bonds or other property (or, in the case of a holder of ADSs, the receipt of the proceeds of the sale or other disposition by the depositary of such bonds or other property).

In the event of a distribution of Pesos, the amount of the distribution will equal the U.S. dollar value of the Pesos received (including amounts withheld in respect of Argentine taxes), calculated by reference to the exchange rate in effect on the date such distribution is received (which, for holders of ADSs, will be the date such distribution is received by the depositary), whether or not the depositary or U.S. holder in fact converts any Pesos received into U.S. dollars. If the distribution is converted into U.S. dollars on the date of receipt, U.S. holders should not be required to recognize foreign currency gain or loss in respect of the dividend income. Any gains or losses resulting from the conversion of Pesos into U.S. dollars after the date on which the distribution is received will be treated as ordinary income or loss of the U.S. holder and will be U.S.-source income or loss for foreign tax credit purposes.

The U.S. dollar amount of dividends paid to certain individuals or other non-corporate U.S. holders will be taxable at the preferential rates if the dividends are “qualified dividends”. Subject to certain exceptions for short-term (60 days or less) and hedged positions, dividends paid on the ADSs are generally treated as “qualified dividends” if (1) the ADSs are readily tradable on a stablished securities market in the United States (such as the NYSE, where our ADSs are currently traded) and (2) we were not, in the year prior to the year in which the dividend was paid, and are not in the year in which the dividend is paid, a PFIC. Based on our consolidated financial statements and relevant market data, we believe that we were not a PFIC for U.S. federal income tax purposes with respect to our 2023 and 2024 taxable years. In addition, based on our current expectations regarding the value and nature of our assets, the sources and nature of our income, and relevant market data, we do not anticipate becoming a PFIC for our 2025 taxable year or the foreseeable future, although there can be no assurance in this regard. Based on existing guidance, it is not entirely clear whether dividends received with respect to the Class B Shares underlying ADSs will be treated as qualified dividends, because the Class B Shares underlying ADSs are not themselves listed on a U.S. exchange. U.S. holders should consult their tax advisors regarding the availability of the preferential dividend tax rates in light of their particular circumstances.

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Table of Contents Distributions of additional shares in respect of ADSs or Class B Shares underlying ADSs that are made as part of a pro rata distribution to all of our shareholders generally will not be subject to U.S. federal income tax.

Sale or other disposition

Gain or loss realized by a U.S. holder on the sale or other disposition of ADSs or Class B Shares underlying ADSs will be subject to U.S. federal income tax as U.S.-source capital gain or loss and will be long-term capital gain or loss if the U.S. holder has held the ADSs or Class B Shares underlying ADSs for more than one year. The amount of the gain or loss will be equal to the difference between the U.S. holder’s tax basis in those ADSs or Class B Shares and the amount realized on the disposition, in each case as determined in U.S. dollars. Long-term capital gains recognized by non-corporate taxpayers are subject to reduced tax rates. The deductibility of capital losses is subject to limitations. If an Argentine tax is withheld, or otherwise paid, on the sale or disposition of ADSs or Class B Shares underlying ADSs, a U.S. holder’s amount realized will include the gross amount of the proceeds of the sale or disposition before deduction of the Argentine tax. See “—Argentine Taxes—Income Tax-Capital gains” for a description of when a disposition may be subject to taxation by Argentina.

Foreign tax credit considerations

Subject to generally applicable limitations and conditions, Argentine dividend withholding tax paid at the appropriate rate applicable to the U.S. holder may be eligible for a credit against such U.S. holder’s U.S. federal income tax liability. These generally applicable limitations and conditions include requirements adopted by the U.S. Internal Revenue Service (“IRS”) in regulations promulgated in December 2021, and any Argentine tax will need to satisfy these requirements in order to be eligible to be a creditable tax for a U.S. holder. In the case of a U.S. holder that consistently elects to apply a modified version of these rules under temporary guidance and complies with specific requirements set forth in such guidance, the Argentine tax on dividends generally will be treated as meeting these requirements and therefore as a creditable tax. In the case of all other U.S. holders, the application of these requirements to the Argentine tax on dividends is uncertain, and we have not determined whether these requirements have been met. If the Argentine dividend tax is not a creditable tax or the U.S. Holder does not elect to claim a foreign tax credit for any foreign income taxes paid or accrued in the same taxable year, the U.S. holder may be able to deduct the Argentine tax in computing such U.S. holder’s taxable income for U.S. federal income tax purposes. Dividend distributions with respect to ADSs or Class B Shares will constitute income from sources without the United States and, for U.S. holders that elect to claim foreign tax credits, generally will constitute “passive category income” for foreign tax credit purposes.

As discussed above in “—Argentine Taxes—Income Tax - Capital Gains,” capital gains realized by a U.S. holder on the sale or other disposition of ADSs or Class B Shares underlying ADSs are generally exempt from tax under current Argentine law. If Argentine tax is imposed in the future on the sale or other disposition of the ADSs or Class B Shares underlying the ADSs, a U.S. holder generally will not be entitled to credit any such Argentine tax against such U.S. holder’s federal income tax liability, except in the case of a U.S. holder that consistently elects to apply a modified version of the U.S. foreign tax credit rules that is permitted under temporary guidance and complies with the specific requirements set forth in such guidance. Additionally, capital gain or loss recognized by a U.S. holder on the sale or other disposition of the ADSs or Class B Shares underlying the ADSs generally will be U.S. source gain or loss for U.S. foreign tax credit purposes. Consequently, even if the Argentine tax qualifies as a creditable tax, a U.S. holder may not be able to credit the tax against its U.S. federal income tax liability unless such credit can be applied (subject to generally applicable conditions and limitations) against tax due on other income treated as derived from foreign sources. If the Argentine tax is not a creditable tax, the tax would reduce the amount realized on the sale or other disposition of the ADSs or Class B Shares even if the U.S. holder has elected to claim a foreign tax credit for other taxes in the same year.

In addition, amounts paid on account of the personal assets tax (as described in “—Argentine Taxes—Personal assets tax”) generally will not be treated as an income tax for U.S. federal income tax purposes and will consequently not be eligible for credit against a U.S. holder’s federal income tax liability.

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Table of Contents The availability and calculation of foreign tax credits and deductions for foreign taxes depend on a U.S. holder’s particular circumstances and involve the application of complex rules to those circumstances. The temporary guidance discussed above also indicates that the Treasury and the IRS are considering proposing amendments to the December 2021 regulations and that the temporary guidance can be relied upon until additional guidance is issued that withdraws or modifies the temporary guidance. U.S. holders are urged to consult their tax advisors regarding the application of these rules to their particular situations.

Foreign financial asset reporting

Certain U.S. holders that own “specified foreign financial assets” with an aggregate value in excess of US$50,000 on the last day of the taxable year or US$75,000 at any time during the taxable year are generally required to file an information statement along with their tax returns, currently on Form 8938, with respect to such assets. “Specified foreign financial assets” include any financial accounts held at a non-U.S. financial institution, as well as securities issued by a non-U.S. issuer that are not held in accounts maintained by financial institutions. Higher reporting thresholds apply to certain individuals living abroad and to certain married individuals. Regulations extend this reporting requirement to certain entities that are treated as formed or availed of to hold direct or indirect interests in specified foreign financial assets based on certain objective criteria. U.S. holders that fail to report the required information could be subject to substantial penalties. In addition, the statute of limitations for assessment of tax would be suspended, in whole or in part. Prospective investors are encouraged to consult with their own tax advisors regarding the possible application of these rules, including the application of the rules to their particular circumstances.

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 the U.S. holder (1) provides a correct taxpayer identification number and certifies that it is not subject to backup withholding or (2) otherwise establishes an exemption from backup withholding. The amount of any backup withholding from a payment to a U.S. holder will be allowed as a credit against such 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.

DOCUMENTS ON DISPLAY

You may request a copy of these filings by writing or telephoning the offices of Telecom Argentina at General Hornos 690, (C1272AAB) Buenos Aires, Argentina. Telecom Argentina’s telephone number is +54-11-4968-4000. Our internet address is https://institucional.telecom.com.ar.

Telecom Argentina maintains a website at https://institucional.telecom.com.ar. The contents of our website are not part of this Annual Report.

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Table of Contents ITEM 11. **** QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Summarized below are the financial instruments we held as of December 31, 2024, that are sensitive to changes in foreign exchange rates, market prices and interest rate, if any. As a matter of policy, we may enter into forward exchange contracts, foreign currency swaps or other derivatives to manage the exposure attributed to foreign exchange rate and interest rate fluctuations associated with the principal amount of our liabilities in foreign currencies. We use these instruments to reduce risk by creating offsetting market exposures. The instruments we hold are not held for financial trading purposes. No foreign exchange forward or other derivatives for speculative purposes were outstanding during the reporting periods covered by this Annual Report.

We do not have any other material market risk exposure.

a) Foreign Exchange Rate Risk

Foreign exchange exposure arises from our funding operations, and, to a lesser extent, our capital expenditures and expenses denominated in foreign currencies. The Peso/U.S. dollar exchange rate is determined by a free market with certain controls. See “Item 10—Additional Information—Foreign Investment and Exchange Controls in Argentina”.

Our results of operations are sensitive to changes in the Peso/dollar exchange rates because our primary assets are in Argentina and most of our revenues are denominated in Pesos (our functional currency) while some parts of our liabilities are denominated in foreign currencies.

Additionally, the Company has cash and cash equivalents, and investments denominated in U.S. dollars and other currencies that are also sensitive to changes in Peso/U.S. dollar exchange rates and contribute to reduce the exposure to commercial and financial obligations in foreign currency.

The devaluation of the Argentine Peso over the last few years, which was 27.7% in 2024, has had and continues to have a negative impact on the payment and revaluation of debts denominated in foreign currency, and any further devaluation may adversely affect our financial situation and operating results. Also, the devaluation rate was lower than the inflation rate of the Argentine Peso, which amounted to 117.8%.

Fluctuations in exchange rates may adversely affect the value, translated or converted into U.S. dollars, of our net assets, earnings and any declared dividends. We cannot give any assurance that any future movements in the exchange rate of the Peso against the U.S. dollar and other foreign currencies will not adversely affect our results of operations, financial condition and cash flows. However, we believe that a significant depreciation in the Peso against major foreign currencies may have a material adverse impact on our capital expenditure program and in our operating expenses denominated in foreign currencies.

b) Interest Rate Risk

Within its structure of borrowings, Telecom has bank overdrafts denominated in Argentine Pesos accruing interest at rates that are reset at maturity, notes and other financial entities’ loans denominated in Argentine Pesos, U.S. dollar, RMB and Paraguayan Guaraníes that bear interest at fixed and variable rates, so it is exposed to the risk of interest rate fluctuation, mainly through the fluctuation of the SOFR.

c) Price Risk

The Company’s investments in financial assets at fair value through profit or loss are subject to the risk of changes in market prices arising from fluctuations in the future value of these assets. The Company conducts an ongoing monitoring of the evolution of these assets’ prices.

See Note 26 to our Consolidated Financial Statements for a description of financial risk management.

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Table of Contents ITEM 12. **** DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

American Depositary Shares

The ADSs are issued by the Depositary under the Deposit Agreement dated as of May 7, 2021, among Telecom Argentina, JPMorgan Chase Bank, N.A., as depositary, and the registered holders from time to time of the ADSs issued thereunder. The address of the Depositary’s principal executive office is 383 Madison Avenue, Floor 11, New York, New York 10179. Each ADS represents rights to five Class B Shares.

Depositary Fees and Charges

The Depositary collects its fees for delivery directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal. The Depositary also collects taxes and governmental charges from the holders of ADSs. The Depositary collects these fees and charges by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees (after attempting by reasonable means to notify the holder prior to such sale).

Persons depositing or withdrawing shares must pay: (1) US$5.00 for each 100 ADSs or portion thereof for issuances of ADSs, including issuances resulting from a distribution, sale or exercise of shares or rights or other property. Investors depositing shares or holders withdrawing deposited securities are charged fees and expenses in connection with stock transfers, taxes and other governmental charges, cable, telex and facsimile transmission and delivery charges imposed at such person’s request, transfer or registration fees for the registration of transfer of ADSs on any applicable register in connection with the deposit or withdrawal of ADSs and the Depositary’s expenses in connection with the conversion of foreign currency (2) a fee of US$0.05 or less per ADS held for any cash distribution made, or for any elective cash/stock dividend offered, pursuant to the Deposit Agreement, or a fee for the distribution or sale of securities, such fee being in an amount equal to the fee for the execution and delivery of ADSs which would have been charged as a result of the deposit of such securities, but which securities or the net cash proceeds from the sale thereof are instead distributed by the Depositary to holders (3) an aggregate fee of US$0.05 or less per ADS per calendar year (or portion thereof) for services performed by the Depositary in administering the ADRs (which fee may be charged on a periodic basis during each calendar year and shall be assessed against holders as of the record date or record dates set by the Depositary during each calendar year and shall be payable at the sole discretion of the Depositary by billing such holders or by deducting such charge from one or more cash dividends or other cash distributions) (4) a fee for the reimbursement of such fees, charges and expenses as are incurred by the Depositary and/or any of its agents in connection with the servicing of the Shares or other deposited securities, the holding of foreign currency, the sale of securities (including, without limitation, Deposited Securities), the delivery of Deposited Securities or otherwise in connection with the Depositary’s or its custodian’s compliance with applicable law, rule or regulation (which fees and charges shall be assessed on a proportionate basis against holders as of the record date or dates set by the Depositary and shall be payable at the sole discretion of the Depositary by billing such holders or by deducting such charge from one or more cash dividends or other cash distributions).

The Depositary reimburses Telecom Argentina for certain expenses we incur in connection with the American depositary receipt program (the “ADR program”), subject to the agreement between us and the Depositary from time to time. These reimbursable expenses currently certain expenses incurred by the Company that are related to the establishment and maintenance of the ADR program upon such terms and conditions as the Company and the Depositary may agree from time to time. The Depositary may make available to the Company a set amount, or a portion of the Depositary fees charged in respect of the ADR program or otherwise upon such terms and conditions as the Company and the Depositary may agree from time to time. The Depositary may also agree to reduce or waive certain fees described above, that would normally be charged on ADSs issued to or at the direction of, or otherwise held by, the Company and/or certain shareholders of the Company. For the year ended December 31, 2024, the Depositary reimbursed Telecom Argentina approximately US$328,182 in connection with the ADR program.

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ITEM 13. **** DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

As of the date of this Annual Report, none of Telecom Argentina and its subsidiaries are in default on any outstanding indebtedness.

ITEM 14. **** MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

None.

ITEM 15. **** CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

Telecom’s Management, with the participation of our CEO and CFO, evaluated the effectiveness of the Company’s “disclosure controls and procedures” (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2024 (the “Evaluation Date”). Based upon that evaluation, our CEO and CFO have concluded that as of the Evaluation Date, the Company’s disclosure controls and procedures were effective.

Management’s Report on Internal Control over Financial Reporting

Telecom’s Management is responsible for establishing and maintaining adequate internal control over financial reporting for Telecom as defined in Exchange Act Rule 13a-15(f) and 15d-15(f). Our internal control over financial reporting was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS Accounting Standards as issued by the IASB. Internal control over financial reporting includes those policies and procedures that:

●	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Telecom;
●	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS Accounting Standards and that receipts and expenditures of Telecom are being made only in accordance with authorizations of Management and directors of Telecom; and
---	---
●	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of Telecom’s assets that could have a material effect on the financial statements.
---	---

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Telecom’s Management conducted an evaluation of the effectiveness of Telecom’s internal control over financial reporting based on the framework in Internal Control—Integrated Framework 2013 issued by the COSO. Based on this evaluation, Telecom’s Management concluded that Telecom’s internal control over financial reporting was effective as of December 31, 2024. The effectiveness of Telecom’s internal control over financial reporting as of December 31, 2024, has been audited by PriceWaterhouse & Co. S.R.L., an independent registered public accounting firm, as stated in their report which is included herein.

Changes in Internal Control Over Financial Reporting

There were no other changes in our internal controls over financial reporting that occurred during the year ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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ITEM 16A. **** AUDIT COMMITTEE FINANCIAL EXPERT

On April 25, 2024, the Board of Directors of Telecom Argentina appointed the members of the Audit Committee acting until this year’s Annual Ordinary Shareholders’ Meeting and determined that Carlos Alejandro Harrison qualifies as Audit Committee Financial Expert pursuant to the rules and regulations of the SEC. In conducting this evaluation, the Board of Directors considered Mr. Harrison’s professional background and educational training. See “Item 6—Directors, Senior Management and Employees—The Board of Directors”.

ITEM 16B. **** CODE OF ETHICS

This Annual Report provides the ethical principles to which Telecom Argentina and all members of the Board of Directors, the Supervisory Committee, the CEO, officers and in general all those who work in the Company must abide.

Adjustments made to regulations in recent years and in matters of corporate governance, organization and implementation of preventive measures aimed at reducing the risk of conflict of interest and corrupt practices, and that are applicable to Telecom Argentina as a company subject to the public offering framework both in Argentina and the United States, have been considered for the formulation and approval of the Code of Ethics and Conduct.

No waivers, express or implicit, have been granted to any senior officer or member of the Board of Directors of Telecom Argentina with respect to any provision of the Code of Ethics and Conduct.

The Code of Ethics and Conduct is available on our website at https://inversores.telecom.com.ar/en/corporate-governance.html and the latest update was the elimination of the fax as a reporting channel, furnished to the SEC on Form 6-K on December 4, 2024.

ITEM 16C. **** PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table provides information on the aggregate fees for services rendered by our principal accountants (in millions of Pesos) for the years ended December 31, 2024, and 2023. Figures are not restated for inflation.


Services Rendered	****	2024	****	2023
Audit fees ^(1)^		1,929.4		677.1
Audit related fees ^(2)^		597.3		52.7
Tax fees ^(3)^		172.6		59.1
All other fees ^(4)^		1.2		3.2
Total	****	2,700.5	****	792.1
(1)	Includes fees related to the integrated audit of the Consolidated Financial Statements as of December 31, 2024, and 2023, limited reviews of interim financial statements presented during 2024 and 2023, SEC filing reviews and other attestation services.
---	---
(2)	Includes fees billed for professional services rendered by the principal accountant and not included under the prior category, mainly in connection with assurance services over non-financial information.
---	---
(3)	Includes fees for permitted tax compliance and tax advisory services.
---	---
(4)	Includes fees billed for products and services provided by the principal accountant, other than Audit Fees, Audit-Related Fees and Tax Fees. In 2024 and 2023, all other fees include primarily fees paid for subscription to business publications and other non-audit related permitted services.
---	---

Audit Committee Pre-approval Policies and Procedures

The engagement of any service provided by external auditors to Telecom Argentina and its subsidiaries are pre-approved by the Audit Committee.

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Table of Contents The Pre-Approval Procedures provide for services that require:

●	specific pre-approval—to be approved on a case-by-case basis; and
●	general pre-approval—any category or general kind of service that comes within the guidelines established to safeguard auditor independence and come within the maximum amounts set by the Audit Committee.
---	---

The Pre-Approval Procedures also provide for the following categorization of services:

“Prohibited services” are those services that external auditors are not allowed to provide based on prohibitions contained in the statutory rules of Argentina and the United States (i.e., bookkeeping; financial information system design and implementation; appraisal or valuation services, fairness opinions or contribution-in-kind reports; actuarial services; internal audit outsourcing services; management functions; broker/dealer, investment adviser, or investment banking services; or expert services unrelated to the audit).

“Permitted Services” include (i) audit services; (ii) audit-related services; (iii) tax services; and (iv) other services such as permitted internal control advice. Moreover, the services included in each category were also detailed, and, where appropriate, any limits imposed on the provision thereof to ensure external auditors’ independence.

The Pre-Approval Procedures also require pre-approval for the following services:

●	Annual audit and quarterly reviews of Telecom Argentina’s financial statements: the Audit Committee is required to approve the terms for the engagement and remuneration of such services.
●	Other “Audit Services”: the Audit Committee is required to define the services that will be subject to general pre-approval on an annual basis, setting the annual service fee amount, or the annual amount allocated to each individual service category, or to each service, within which fee caps the provision shall receive general pre-approval.
---	---
●	“Audit-related Services” and “Tax Services”: the Audit Committee is required to define the categories or types of services that will receive general pre-approval, provided that they fall within the annual fee cap set for that service and establish the guidelines for prior engagement of these services.
---	---
●	Other Permitted Services: are not subject to general pre-approval, and any other services require specific pre-approval by the Audit Committee for each service.
---	---
●	Delegation: the Audit Committee may solely delegate the specific pre-approval of services with any of its members that qualify as an independent director. An independent director must immediately report to the Audit Committee after engaging any service by delegation. Under no circumstances may the authority to either approve or pre-approve services be delegated to the Management.
---	---
●	Disclosure of overall billed fees: the Audit Committee shall, on a yearly basis, prepare a report to the Board of Directors, which will be included in this Annual Report, providing a detailed account of all fees invoiced by external auditors to Telecom Argentina and to its subsidiaries, grouped into four categories, namely: audit fees, audit related fees, tax consultation fees and all other fees.
---	---
●	Additional requirements: the Audit Committee is required to adopt additional measures to fulfill its supervisory obligations related to external auditors’ duties, in order to ensure the independence from the Company, such as the review of a formal written statement by the external auditors outlining all relations existing between them and Telecom Argentina, in accordance with Rule No. 1 of the Independence Standards Board, and discussions with the external auditors and the methods and procedures that have been designed to ensure their independence.
---	---
●	Amendments: the Audit Committee has authority to amend the Pre-Approval Procedures, rendering an account of any such amendment to the Board of Directors during the first meeting of the Board of Directors held after making the amendments.
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Table of Contents If Telecom Argentina’s external auditors are to provide any service, the service must either be granted as general pre-approval or specific pre-approval under the Pre-Approval Procedures. The Pre-Approval Procedures require the Audit Committee to consider whether the services to be provided are consistent with the legal and professional rules in effect in Argentina and the United States relating to external auditors’ independence.

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE COMPANY AND AFFILIATED PURCHASERS

Not applicable.

ITEM 16F. **** CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

Not applicable.

ITEM 16G. **** CORPORATE GOVERNANCE

Telecom Argentina’s corporate governance practices differ from corporate governance practices of U.S. companies. Telecom Argentina maintains a detailed description of the significant differences in corporate governance practices on its website at https://institucional.telecom.com.ar/inversores/gobiernocorporativo.html, last updated February 2020.

The following is a summary of the material aspects in which Telecom Argentina’s corporate governance policies differ from those followed by U.S. companies under NYSE listing standards.

●	Composition of the Board of Directors: The NYSE requires each Board of Directors to be composed of a majority of independent directors. Although this is not required under Argentine law, as of the date of this Annual Report, the ten member Board of Directors of Telecom Argentina has three regular directors and two alternate directors who qualify as “independent” according to SEC Rules.
●	Annual Self-Evaluation of the Board of Directors: The NYSE requires the Boards of Directors of listed companies to conduct a self-evaluation at least annually, and report thereon, informing whether it and its committees are functioning effectively. Under Argentine law, the Board of Directors’ performance is evaluated at the Annual Ordinary Shareholders Meeting.
---	---
●	Nominating/Corporate Governance Committee: NYSE listed companies are required to have a nominating/corporate governance committee. Neither Argentine law nor Telecom Argentina’s Bylaws require the creation of a nominating/corporate governance committee. In Argentina, it is unusual (though possible) for the Board of Directors to nominate new directors, and the Board of Directors of Telecom Argentina refrains from making such proposals. Under Argentine law, the right to nominate and appoint directors is granted to shareholders. On certain occasions, the GCL delegates the right to designate directors to the Supervisory Committee.
---	---
●	Compensation committee: NYSE listed companies are required to have a compensation committee composed entirely of independent directors. Neither Argentine law nor Telecom Argentina’s Bylaws require the creation of a Compensation committee. Telecom Argentina’s executive compensation matters are undertaken by Executive Committee and the Board of Directors. The compensation of the members of Telecom Argentina’s Board of Directors is determined by the shareholders at the Annual Ordinary Shareholders’ Meeting.
---	---
●	Audit Committee hiring policies: The NYSE requires listed companies to have an Audit Committee which sets clear hiring policies for employees or former employees of the independent auditors. There is no such provision regarding the hiring of external auditors’ employees contained in Argentine law or Telecom Argentina’s bylaws.
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Table of Contents According to the provisions of CNV Resolution No. 797/19, Telecom Argentina prepares and submits to the CNV, on an annual basis, a report which indicates and details the CNV’s recommended corporate governance practices as set forth in the CNV public offer framework, explains the practices followed by Telecom Argentina, and the reasons for any variation from practices recommended by the CNV. Telecom Argentina’s 2024 Corporate Governance Report was submitted to the CNV as part of the Statutory Annual Report dated February 27, 2025. Telecom Argentina’s Corporate Governance Reports submitted to the CNV can be accessed through the CNV’s website, www.cnv.gob.ar and Telecom Argentina’s website, https://institucional.telecom.com.ar. The contents of our website and other websites referred to herein are not part of this Annual Report.

ITEM 16H. MINE SAFETY DISCLOSURE

Not applicable.

ITEM 16I. **** DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

ITEM 16J. INSIDER TRADING POLICIES

We have adopted insider trading policies and procedures governing the purchase, sale, and other dispositions of Telecom’s 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 us. The latest update to these policies was made on February 27, 2025. For further information on our insider trading policy, please refer to Exhibit 11.1 to this Annual Report.

ITEM 16K. CYBERSECURITY.

Risk Management and Strategy

We maintain a comprehensive process for assessing, identifying, and managing risks from cybersecurity threats, including risks relating to disruption of business operations or financial reporting systems, data breach; violation of privacy laws and other litigation and legal risk; and reputational risk. We have developed a cybersecurity policy based on the guidelines and criteria contemplated by the international standards ISO 27001 and ISO 27002, as well as control mechanisms, technologies, processes, and procedures developed on the basis of the guidelines and criteria addressed by Law No. 25,326 (on personal data protection) and the Payment Card Industry Data Security Standard (PCI DSS).

We have a dedicated cybersecurity structure - the Department of Cybersecurity, under the CTO, led by a Chief Information Security Officer (CISO) and further composed of the Departments of i) Architecture Development & Engineering, ii) Business Information Security Officer (BISO) Enablers Community, iii) Cyber Defense Center, and iv) Governance, Risk, Compliance & Incidents (“GRCI”). The functions of our Department of Cybersecurity have been integrated into the Company’s general risk systems and processes by incorporating the BISO Department teams by business.

The Department of Cybersecurity is responsible for establishing a set of preventive and reactive measures that affect data processing and enable the protection of information. In addition, it conducts the analysis and evaluation of risks related to cybersecurity threats that may impact the Company, in coordination with the GRCI Manager and other cybersecurity leaders. It also ensures the security of computer systems, electronic systems, networks, computers, servers, and data from malicious attacks. The CISO is responsible for reporting the findings to the Company’s Management. (For further information, see below “—Governance - Management”).

Key functions of the Department of Cybersecurity include:

-	Preventing unauthorized individuals, entities, or processes from accessing or modifying information;
-	Ensuring that all critical business services and information are available when required for authorized users, entities, or processes;
---	---
-	Identifying risks and proposing security solutions to respond to and monitor them;
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-	Overseeing, communicating, and executing technical implementations of security solutions for business objectives;
-	Proactively searching for threats to achieve early identification and isolation, thereby minimizing the impact on the Company’s assets, products, and businesses;
---	---
-	Maintaining and developing cybersecurity policies and controls to ensure compliance with the mentioned standards and regulations;
---	---
-	Conducting a comprehensive and thorough review of the credit card data processing environment in accordance with the PCI DSS, for which certification for the year 2023 was obtained in early 2024. As of the date of this Annual Report, the Department of Cybersecurity is in the process of obtaining the recertification for the year 2024; and
---	---
-	Assessing each cyber event and evaluating its consequences after the attack has been mitigated, among others.
---	---

The Cybersecurity Department’s processes are annually reviewed, tested, updated and approved by the GRCI Department. If updates to the processes arise from the review, they are carried out according to the requirements of the Company and in agreement with other areas of the Company. The final review of the processes is carried out by the CISO.

The Company’s incident response and prevention process, depending on the Cybersecurity Department of Telecom includes the following elements: incident response, security awareness and training, penetration testing, vulnerability management, security monitoring, threat detection and response, and threat intelligence.

The Company does not engage consultant services to carry out its cybersecurity processes. However, Telecom contracted the PCI audit service, since a Qualified Security Assessor (QSA) is needed to provide such certification.

As of the date of this Annual Report, our insurance policy does not cover damages caused by cyberattacks and other similar events.

Third-Party Service Provider

Our cybersecurity risk management processes extend to the oversight and identification of threats associated with our use of third-party service providers, subject to the terms of the contract established with them. We require in our contracts that third-party services comply with our security policies through Request for Proposals (RFPs).

The Department of Cybersecurity oversees the process and, if any risk is detected, instructs them to comply with the Company’s cybersecurity policies.

Training

The Department of Cybersecurity conducts awareness campaigns and training sessions for employees with a focus on: Secure passwords, phishing, social engineering, PCI DSS standards, data leakage, security on WhatsApp and social networks, data protection, and secure development, among others.

Incident Response Plan

We have a critical incident notification process that actively involves and engages the Department of Cybersecurity along with areas such as: Data Center Incidents, Internal Communications, External Communications, B2C Incidents, B2B Incidents, and the relevant business area depending on the incident’s impact. The goal is to detect, respond to, and recover from cybersecurity incidents. This includes processes for classifying, assessing severity, escalating, containing, investigating, and remediating the incident. Additionally, the plan is designed to comply with applicable legal obligations and mitigate damage to the brand and reputation.

To this end, we established an Evaluation Committee to assess the materiality of high-criticality incidents. The Evaluation Committee consists of GRCI, the business areas involved in event management (B2C, B2B, etc.), Accounting Reporting, Risk Management, Legal, External Communications and Media and SOX. The Department of GRCI (part of the Department of Cybersecurity, which is led by the CISO) is responsible for instructing the Evaluation Committee to coordinate and define the qualitative and quantitative assessment of the incident.

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Table of Contents If the preliminary assessment of the Evaluation Committee determines that the event might be material, our policy provides that an Approval Committee composed of the CEO, CFO and the CTO will be convened. The Approval Committee is responsible for supervising the materiality determination of the Evaluation Committee, and, if appropriate, sends relevant information for review to the Audit Committee. If the Audit Committee confirms that the incident is material, the incident is communicated to the Executive Committee and the incident is publicly disclosed according to applicable laws and regulations.

Risks from Cybersecurity Threats

In 2024, 2023 and 2022, our business strategy, results of operations, and financial condition have not been materially affected by risks from cybersecurity threats, including as a result of previous cybersecurity incidents, but we cannot provide assurance that they will not be materially affected in the future by such risks and any future material incidents. We also did not experience any significant information security breaches in 2024, 2023 and 2022, and the associated expenses, including penalties and settlements, were immaterial. See “Item 3—Key Information—Risk Factors—Risks Relating to Telecom and its Operations—A cyberattack could adversely affect our business, financial condition, results of operations and cash flow” of this Annual Report for more information on our cybersecurity related risks.

Governance

Management

The cybersecurity risk management processes delineated above are managed by our CISO. The CISO has extensive cybersecurity experience. The CISO has 30 years of experience in Cybersecurity matters, with experience in the design, implementation, auditing and analysis of computer security risks. He is a professor of Cybersecurity Management and Strategy at the CEMA University of Buenos Aires. As part of our cybersecurity risk management, the CISO must be informed about relevant incidents by the GRCI Manager, who informs the CISO about the prevention, detection, mitigation and remediation of those relevant incidents.

The CISO meets regularly with both the Executive Committee and the Audit Committee to discuss cybersecurity processes, cybersecurity risks, initiatives and mitigation efforts.

In addition, in accordance with the “Incident Response Plan,” if an incident is determined to be material, the CISO and the Approval Committee are in charge of communicating information about the incident to the Audit Committee and, in the case the incident must be disclosed, to the Executive Committee.

Board of Directors

At the Board level, the Audit Committee is ultimately responsible for overseeing the Company’s financial and non-financial risks, including cybersecurity threats. To fulfill this responsibility, the Audit Committee holds meetings regularly and when needed, at which the CISO reports on cybersecurity events and provides updates on current risks. Also, the Audit Committee meets the CISO in case of the existence of a material event, as disclosed in “Incident Response Plan”. These reports may include information about cybersecurity incidents and the responses to them.

The CISO reports on significant cybersecurity incident-related activities in accordance with the “Incident Response Plan” to both the Executive Committee and the Audit Committee.

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Table of Contents PART III

ITEM 17. **** FINANCIAL STATEMENTS

The Registrant has responded to Item 18 in lieu of responding to this Item.

ITEM 18. **** FINANCIAL STATEMENTS

Reference is made to pages F-1 through F-96.

The following financial statements are filed as part of this Annual Report:

	****	Page
Telecom Argentina S.A.:
Report of Independent Registered Public Accounting Firm (PCAOB ID 1349)		F-2
Glossary of Terms		F-6
Consolidated Statements of Financial Position		F-10
Consolidated Income Statements		F-11
Consolidated Statements of Comprehensive Income		F-12
Consolidated Statements of Changes in Equity		F-13
Consolidated Statements of Cash Flows		F-15
Notes to the Consolidated Financial Statements		F-16

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TELECOM ARGENTINA S.A.

Consolidated Financial Statements as of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022.

General Hornos 690

(C1272ACK) Autonomous city of Buenos Aires

Republic of Argentina

F-1

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Telecom Argentina S.A.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated statements of financial position of Telecom Argentina S.A. and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2024, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in conformity with IFRS Accounting Standards as issued by the International Accounting Standards Board. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting appearing under Item 15. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

F-2

Price Waterhouse & Co. S.R.L., Bouchard 557, 8th floor, C1106ABG - Autonomous City of Buenos Aires, Argentina

T: +(54.11) 4850.0000, www.pwc.com/ar

Table of Contents

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill Impairment Assessment – CGU Telecom

As described in Notes 3.l), 3.m), 3.u), 3.u.1) and 8 to the consolidated financial statements, the Company’s consolidated goodwill balance was 3,372,692 million of Argentine pesos in current currency as of December 31, 2024, and the goodwill assigned to the cash generating unit related to operations carried out by the Company and its subsidiaries in Argentina of information and communication technology (ICT) services (“the CGU Telecom”) was 3,348,649 million of Argentine pesos in current currency as of December 31, 2024. Management tests for impairment at least annually, at closing date of every year, or more frequently if events or circumstances indicate that the carrying value of the goodwill might be impaired. The carrying value of the goodwill is considered impaired by management when the carrying value of the CGU Telecom is higher than its recoverable value. The recoverable value of the CGU Telecom was calculated based on the fair value less the costs of disposal (hereinafter “FVLCD”). The assessment of the FVLCD of the CGU Telecom included significant judgments by management in determining the market capitalization value of the Company adjusted for (i) the estimated fair value of other CGUs, (ii) the effect of the net liabilities not subject to this impairment test at their estimated fair value, (iii) an estimated control premium (determined by the management with the assistance of advisors, based in the values observed in market transactions) and (iv) estimated disposal costs in an orderly transaction.

The principal consideration for our determination that performing procedures relating to the goodwill impairment assessment of the CGU Telecom is a critical audit matter is the significant judgment applied by management when developing the assessment of the recoverable value of the CGU Telecom, which was determined using FVLCD. This, in turn, led to a high degree of auditor judgment, subjectivity, and effort in performing procedures to assess the FVLCD of the CGU Telecom and to evaluate adjustments made by management to the Company’s market capitalization value, related to the estimated fair value of other CGUs, the effect of the net liabilities not subject to the impairment test at their estimated fair value and the estimated control premium. In addition, the audit effort involved the use of professionals with specialized skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained. F-3

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Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the determination of the FVLCD for the CGU Telecom. These procedures also included, among others, evaluating the appropriateness of the FVLCD determination for the CGU Telecom; testing the completeness, accuracy, and relevance of underlying data used in the estimate; and evaluating the adjustments to the Company’s market capitalization value made by management, including (i) the estimated fair value of other CGUs (ii) the estimated fair value for the net liabilities not subject to the impairment test and (iii) the estimated control premium based in the values observed in market transactions. Evaluating management’ adjustments to Company’s market capitalization value to determine the FVLCD of the CGU Telecom involved evaluating whether the significant judgements used by management were reasonable considering the consistency with: (i) valuation techniques generally used to determine fair values, (ii) external market data and (iii) evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in the evaluation of the methodology used by management to determine the FVLCD and the reasonableness of the adjustments to the Company’s market capitalization value made by management.

/s/ PRICE WATERHOUSE & CO. S.R.L.

(Partner)
/s/ Alejandro Javier Rosa

Autonomous City of Buenos Aires, Argentina

February 28, 2025

We have served as the Company’s auditor since 2003.

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TELECOM ARGENTINA S.A.

CONTENTS

	Page
Glossary of terms	F-6
Consolidated Statements of Financial Position	F-10
Consolidated Income Statements	F-11
Consolidated Statements of Comprehensive Income	F-12
Consolidated Statements of Changes in Equity	F-13
Consolidated Statements of Cash Flows	F-15
Note 1 – Description of business and basis of preparation of the consolidated financial statements	F-16
Note 2 – Regulatory framework	F-21
Note 3 – Significant accounting policies	F-27
Note 4 – Cash and cash equivalents and Investments. Additional information on the consolidated statements of cash flows	F-49
Note 5 – Trade receivables	F-53
Note 6 – Other receivables	F-53
Note 7 – Inventories	F-54
Note 8 – Goodwill	F-54
Note 9 – PP&E	F-55
Note 10 – Intangible assets	F-57
Note 11 – Rights of use assets	F-58
Note 12 – Trade payables	F-59
Note 13 – Borrowings	F-59
Note 14 – Salaries and social security payables	F-64
Note 15 – Income tax payable and Deferred income tax assets/liabilities	F-65
Note 16 – Other taxes payables	F-68
Note 17 – Leases liabilities	F-68
Note 18 – Other liabilities	F-69
Note 19 – Provisions	F-69
Note 20 – Purchase commitments	F-75
Note 21 – Equity	F-76
Note 22 – Financial instruments	F-77
Note 23 – Revenues	F-82
Note 24 – Operating expenses	F-83
Note 25 – Financial results	F-84
Note 26 – Financial risk management	F-85
Note 27 – Balances and transactions with Related Parties	F-90
Note 28 – Business acquisition	F-93
Note 29 – Subsequent events	F-96

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TELECOM ARGENTINA S.A.

Glossary of terms

The following explanations are not technical definitions, but to assist the financial statement reader to understand certain terms as used in these consolidated financial statements.

Abono fijo: Under the Abono fijo plans, a subscriber pays a set monthly bill and, once the contract minutes per month have been used, the subscriber can obtain additional credit by recharging the phone card through the prepaid system.

ADR: American Depositary Receipt.

ADS: Telecom Argentina’s American Depositary Share, listed on the New York Stock Exchange, each representing five Class B Shares.

AFIP (Administración Federal de Ingresos Públicos): The Argentine federal tax authority, currently “ARCA” (Agencia de Recaudación y Control Aduanero).

AMBA (Área Metropolitana de Buenos Aires): The Metropolitan Area of Buenos Aires.

BCRA (Banco Central de la República Argentina): The Central Bank of Argentina.

BYMA (Bolsas y Mercados Argentinos): Buenos Aires Stock Exchange.

Cablevisión: Company absorbed by Telecom since January 1, 2018, whose activities are continued by Telecom.

CAPEX: Capital expenditures.

CNC (Comisión Nacional de Comunicaciones): The Argentine National Communications Commission.

CNDC (Comisión Nacional de Defensa de la Competencia): The Argentine Antitrust Commission.

CNV (Comisión Nacional de Valores): The Argentine Securities and Exchange Commission.

Company/Telecom Argentina: Telecom Argentina S.A.

CONATEL (Comisión Nacional de Telecomunicaciones del Paraguay): Paraguay Telecommunications Commission.

CVH: Cablevisión Holding S.A., controlling company of Telecom since January 1, 2018 (Note 27.a).

DNU (Decreto de Necesidad y Urgencia): Decree of Urgency issued by the Argentine Government.

DFI: Derivative Financial Instrument.

DATDH (Distribución de Señales de Audio y Televisión Directa al Hogar): direct-to-home subscription audio and television services.

ENACOM (Ente Nacional de Telecomunicaciones): The Telecommunications Regulatory Authority of Argentina.

ENTel (Empresa Nacional de Telecomunicaciones): Argentine State Telecommunication Company, which was privatized in November 1990.

FACPCE (Federación Argentina de Consejos Profesionales en Ciencias Económicas): Argentine Federation of Professional Councils of Economic Sciences.

FFSU or SU Fund (Fondo Fiduciario del Servicio Universal): Universal Service Fiduciary Fund.

FTL: Fintech Telecom LLC, a Telecom shareholder. F-6

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TELECOM ARGENTINA S.A.

Fintech services: Financial technology services are activities that involve the use of innovation and technological developments for the design, offer and provision of financial products and services.

FIU: Financial Information Unit.

Fixed Assets: Includes PP&E, Intangible assets, Goodwill and Rights of use assets.

IAS: International Accounting Standards.

IASB: International Accounting Standards Board.

*ICT Services (Information and Communication Technology services):*Services to transport and distribute signals or data, such as voice, text, video and images, provided or requested by third-party users, through telecommunications networks.

IFRS Accounting Standards: International Financial Reporting Standards, as issued by the International Accounting Standards Board.

IGJ (Inspección General de Justicia): General Board of Corporations*.*

INDEC (Instituto Nacional de estadísticas y censos): The National Institute of statistics and censuses.

La Capital Cable/Ver TV: Names corresponding to limited companies La Capital Cable S.A. and Ver T.V. S.A., respectively, companies that are directly or indirectly associates according to the definition of the General Corporations Law.

LAD (Ley Argentina Digital): Argentine Digital Law No. 27,078.

LGS (Ley de General de Sociedades): Argentine Corporations Law No. 19,550 as amended. Since the enforcement of the new Civil and Commercial Code its name was changed to “General Corporations Law”.

LSCA (Ley de Servicios de Comunicación Audiovisual o de Medios*):* Law of Audiovisual Communications Services.

Micro Sistemas/Pem/Cable Imagen/AVC /Inter Radios/Personal Smarthome/ NYS2/ NYSSA/ RISSAU/ Manda/ TSMA: Names corresponding to limited companies or limited responsibility companies that are directly or indirectly controlled according to the definition of the General Corporations Law, or were controlled by the Company, directly or indirectly: Micro Sistemas S.A.U., Pem S.A.U., Cable Imagen S.R.L., AVC Continente Audiovisual S.A., Inter Radios S.A.U., Personal Smarthome S.A., NYS2 S.A.U., Negocios y Servicios S.A.U., Red Intercable Satelital S.A.U., Manda S.A. and Teledifusora San Miguel Arcángel S.A.

MULC (Mercado Único y Libre de Cambios): The Argentine Single and Free Exchange Market.

NYSE: New York Stock Exchange.

OCI: Other Comprehensive Income.

OPH: Name corresponding to company Open Pass Holding LLC that is a joint venture of Telecom.

PBU (Prestación Básica Universal Obligatoria): Compulsory universal telecommunication service established by Decree No. 690/20 and regulated by ENACOM Resolution No. 1,467/20.

*PCS (*Personal Communications Service): A mobile communications service with systems that operate in a similar manner to cellular systems.

PEN (Poder Ejecutivo Nacional): National Executive Power.

PPP (Programa de Propiedad Participada): Share Ownership plan.

PP&E: Property, plant and equipment. F-7

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PSP: Payment Service Providers.

RECPAM (Resultado por exposición a los cambios en el poder adquisitivo de la moneda): Inflation Adjustment Gain (Loss).

RMB: Official currency of Popular Republic of China.

Roaming: a function that enables mobile subscribers to use the service on networks of operators other than the one with which they signed their initial contract. The roaming service is active when a mobile device is used in a foreign country (included in the GSM network).

SBT (Servicio básico telefónico): Basic telephone service.

SC (Secretaría de Comunicaciones): The Argentine Secretary of Communications.

SCMA (Servicio de Comunicaciones Móviles Avanzadas): Mobile Advanced Communications Service.

SEFyC (Superintendencia de Entidades Financieras y Cambiarias): Superintendency of Financial and Exchange Entities.

SMS: Short message systems.

SOF: Secured Overnight Financing

SRCE (Servicio Radioeléctrico de Concentración de Enlaces): Radio-electric Service of Concentration of Links.

SRMC (Servicio de Radiocomunicaciones Móvil Celular): Cellular Mobile Radiocommunications Service.

SRS (Servicio de Radiodifusión por Suscripción por vínculo físico y/o radioeléctrico): Subscription Broadcasting Service by physical and / or radio-electric link.

STeFI (Servicios de Telecomunicaciones Fiables e Inteligentes): Reliable and Intelligent Telecommunications Service.

STM (Servicio de Telefonía Móvil): Mobile Telephone Service.

STMC (Servicio de Telefonía Móvil por Celular): Mobile Telephone Service by Cellular.

SU: The availability of Basic telephone service, or access to the public telephone network via different alternatives, at an affordable price to people within a country or specified area.

Telecom: Telecom Argentina and its consolidated subsidiaries.

Telecom USA/ Núcleo/ Personal Envíos/ Televisión Dirigida/ Adesol/ Opalker/Ubiquo/ MFH/ Naperville/ Saturn / CrediPay / Parklet: Names corresponding to foreign companies Telecom Argentina USA Inc., Núcleo S.A.E., Personal Envíos S.A., Televisión Dirigida S.A., Adesol S.A., Opalker S.A., Ubiquo Chile Spa,Micro Fintech Holding LLC, Naperville Investments LLC, Saturn Holding LLC, CrediPay S.A. and Parklet S.A., respectively, companies that are directly or indirectly controlled according to the definition of the General Corporations Law.

Telefónica: Telefónica de Argentina S.A.

URSEC (Unidad Regulatoria de Servicios de Comunicaciones): Communication Services Regulatory Agency

USA: United States of America

UVA (Unidad de Valor Adquistivo): Purchasing Value Unit, an index developed and published by the BCRA. F-8

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TELECOM ARGENTINA S.A.

VAS (Value-Added Services): Services that provide additional functionality to the basic transmission services offered by a telecommunications network such as SMS, Video streaming, Personal Video, Personal Cloud, M2M (Communication Machine to Machine), Social networks, Personal Messenger, Contents and Entertainment (content and text subscriptions, games, music ringtones, wallpaper, screensavers, etc.), MMS (Mobile Multimedia Services) and Voice Mail, among others.

VAT: Value-Added Tax.

WACC: Weighted Average Cost of Capital, discount rate used to discount cash flows in estimating the recoverable value of the Goodwill.

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TELECOM ARGENTINA S.A.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(In millions of Argentine pesos in current currency - Note 1.d)


		As of December 31,
ASSETS	Note	2024	2023
Current Assets
Cash and cash equivalents	4	318,319	347,930
Investments	4	33,584	269,959
Trade receivables	5	295,992	289,338
Other receivables	6	44,755	74,125
Inventories	7	60,444	68,659
Assets classified as held for sale	3.j	1,765	—
Total current assets		754,859	1,050,011
Non-Current Assets
Trade receivables	5	432	549
Other receivables	6	48,968	42,753
Deferred income tax assets	15	32,990	30,085
Investments	4	13,609	51,878
Goodwill	8	3,372,692	3,362,152
PP&E	9	4,330,508	4,947,233
Intangible assets	10	1,896,375	1,973,865
Right of use assets	11	491,319	469,698
Total non-current assets		10,186,893	10,878,213
TOTAL ASSETS		10,941,752	11,928,224
LIABILITIES
Current Liabilities
Trade payables	12	444,687	777,098
Borrowings	13	1,072,741	1,227,050
Salaries and social security payables	14	226,262	198,470
Income tax payables	15	4,560	3,401
Other taxes payables	16	90,662	85,250
Dividends payables	4	686	—
Leases liabilities	17	74,531	62,576
Other liabilities	18	40,399	44,554
Provisions	19	3,884	11,629
Total current liabilities		1,958,412	2,410,028
Non-Current Liabilities
Trade payables	12	16,476	1,990
Borrowings	13	1,805,263	3,407,110
Salaries and social security payables	14	9,468	8,120
Deferred income tax liabilities	15	1,410,737	1,004,199
Other taxes payables	16	2	24
Leases liabilities	17	138,445	130,460
Other liabilities	18	15,317	19,691
Provisions	19	52,850	56,873
Total non-current liabilities		3,448,558	4,628,467
TOTAL LIABILITIES		5,406,970	7,038,495
EQUITY
Equity attributable to Controlling Company		5,425,003	4,720,851
Equity attributable to non-controlling interest		109,779	168,878
TOTAL EQUITY(See Consolidated Statements of Changes in Equity)		5,534,782	4,889,729
TOTAL LIABILITIES AND EQUITY		10,941,752	11,928,224

The accompanying notes are an integral part of these consolidated financial statements. F-10

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TELECOM ARGENTINA S.A.

CONSOLIDATED INCOME STATEMENTS

(In millions of Argentine pesos in current currency, except per share data in Argentine pesos in current currency - Note 1.d)


		For the years ended December 31,
	Note	2024		2023		2022
Revenues	23	4,137,596	****	4,483,972	****	4,944,819
Employee benefit expenses and severance payments	24	(1,023,755)		(1,120,311)		(1,238,705)
Interconnection and transmission costs		(118,525)		(132,385)		(152,276)
Fees for services, maintenance, materials and supplies	24	(550,457)		(563,391)		(599,849)
Taxes and fees with the Regulatory Authority	24	(325,622)		(344,478)		(379,692)
Commissions and advertising		(232,226)		(262,627)		(299,503)
Cost of equipment	24	(197,049)		(241,887)		(234,227)
Programming and content costs		(239,016)		(252,980)		(310,185)
Bad debt expenses		(85,217)		(97,236)		(124,382)
Other operating expenses	24	(200,852)		(206,963)		(247,159)
Depreciation, amortization and impairment of Fixed Assets	24	(1,311,344)		(1,534,060)		(3,358,932)
Operating loss		(146,467)		(272,346)		(2,000,091)
Earnings (losess) from associates and joint ventures	4.a	(11,474)		(4,111)		5,553
Financial results from borrowings	25	1,455,571		(1,381,290)		201,704
Other financial results, net	25	144,776		377,419		218,589
Income (loss) before income tax		1,442,406		(1,280,328)		(1,574,245)
Income tax benefit (expense)	15	(409,154)		736,601		179,733
Net income (loss) for the year	****	1,033,252		(543,727)		(1,394,512)

Attributable to:	****	****
Controlling Company	****	1,012,404		(561,242)		(1,409,383)
Non-controlling interest	****	20,848		17,515		14,871
	****	1,033,252		(543,727)		(1,394,512)

Earnings per share for income (loss) attributable to the Controlling Company-Basic and diluted	3.t	470.08		(260.60)		(654.40)

See Note 24 for additional information on operating expenses per function.

The accompanying notes are an integral part of these consolidated financial statements.

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TELECOM ARGENTINA S.A.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions of Argentine pesos in current currency - Note 1.d)


	For the years ended December 31,
	2024	2023	2022

Net income (loss) for the year	1,033,252	(543,727)	(1,394,512)

Other comprehensive income
Items that may reclassified to profit or loss
Currency translation adjustments (no effect on Income Tax)	(228,544)	159,283	(45,706)
DFI effects classified as hedges	(5,913)	2,859	4,122
Income Tax effects on DFI classified as hedges and others	1,827	(788)	(1,890)
Items that will not be reclassified to profit or loss
Actuarial results	(28)	(915)	189
Income Tax effects	10	320	(68)
Other comprehensive income (loss), net of tax	(232,648)	160,759	(43,353)
		****	****
Total comprehensive income (loss) for the year	800,604	(382,968)	(1,437,865)

Attributable to:
Controlling Company	849,313	(450,666)	(1,443,189)
Non-controlling interest	(48,709)	67,698	5,324
	800,604	(382,968)	(1,437,865)

The accompanying notes are an integral part of these consolidated financial statements.

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TELECOM ARGENTINA S.A.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In millions of Argentine pesos in current currency - Note 1.d)


		Owners contribution
		Outstanding			Reserves
		shares												Equity	Equity
		Capital								Special				attributable	attributable
		nominal								reserve for		Other		to	to non-
		value		Inflation		Contributed				IFRS	Facultative	comprehensive	Retained	controlling	controlling	Total
		(1)		adjustment		Surplus	****	Legal	****	implementation	(2)	results	earnings	company	interest	Equity
Balances as of January 1, 2022		2,154		1,870,299		4,809,844		105,700		40,736	396,163	(188,092)	113,539	7,150,343	113,231	7,263,574
Resolutions of the General Ordinary and Extraordinary Shareholders’ Meeting held on April 27, 2022:
- Reserves constitution		—		—		—		5,398		—	109,056	—	(114,454)	—	—	—
- Reserves reallocation		—		—		(201,941)		—		—	201,941	—	—	—	—	—
Dividends (3)		—		—		—		—		—	(306,909)	—	—	(306,909)	—	(306,909)
Dividends to non-controlling shareholders (3)		—		—		—		—		—	—	(915)	915	—	(8,617)	(8,617)
Comprehensive income:
Net income (loss) for the year		—		—		—		—		—	—	—	(1,409,383)	(1,409,383)	14,871	(1,394,512)
Other comprehensive loss		—		—		—		—		—	—	(33,806)	—	(33,806)	(9,547)	(43,353)
Total Comprehensive income (loss)		—		—		—		—		—	—	(33,806)	(1,409,383)	(1,443,189)	5,324	(1,437,865)

Balances as of December 31, 2022		2,154		1,870,299		4,607,903		111,098		40,736	400,251	(222,813)	(1,409,383)	5,400,245	109,938	5,510,183
Resolutions of the General Ordinary and Extraordinary Shareholders’ Meeting held on April 27, 2023
- Specific loss allocation		—		—		(1,857,584)		—		—	—	—	1,857,584	—	—	—
- Reserves constitution		—		—		—		—		—	448,201	—	(448,201)	—	—	—
Dividends (3)		—		—		—		—		—	(227,443)	—	—	(227,443)	—	(227,443)
Dividends to non-controlling shareholders (3)		—		—		—		—		—	—	—	—	—	(8,754)	(8,754)
Subsidiary acquisition (4)		—		—		—		—		—	—	—	—	—	(4)	(4)
Subsidiary call option (5)		—		—		—		—		—	—	(1,285)	—	(1,285)	—	(1,285)
Comprehensive income:
Net income (loss) for the year		—		—		—		—		—	—	—	(561,242)	(561,242)	17,515	(543,727)
Other comprehensive income		—		—		—		—		—	—	110,576	—	110,576	50,183	160,759
Total Comprehensive income (loss)		—	****	—	****	—		—	****	—	—	110,576	(561,242)	(450,666)	67,698	(382,968)

Balances as of December 31, 2023		2,154		1,870,299		2,750,319		111,098		40,736	621,009	(113,522)	(561,242)	4,720,851	168,878	4,889,729
(1)	See Note 21.
---	---
(2)	Corresponds to the Facultative Reserve to maintain the capital investments level and the current level of solvency.
---	---
(3)	See Note 4.b).
---	---
(4)	Correspond to Ubiquo’s acquisition. See Note 1.a).
---	---
(5)	This operation represents a transaction between controlling and non-controlling stockholders related to the extension of the purchase option of Adesol’s special purpose entities. Therefore. the payments made by the subsidiary Adesol were recognized directly in “Other comprehensive income (loss)” within equity attributable to controlling company.
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TELECOM ARGENTINA S.A.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (CONT.)

(In millions of Argentine pesos in current currency - Note 1.d)


		Owners contribution
		Outstanding				Reserves
		shares															Equity		Equity
		Capital								Special							attributable		attributable
		nominal								reserve for				Other			to		to non-
		value		Inflation		Contributed				IFRS		Facultative		comprehensive		Retained	controlling		controlling		Total
	****	(1)		adjustment	****	Surplus	****	Legal	****	implementation	****	(2)	****	results	****	earnings	company	****	interest	****	Equity
Resolutions of the General Ordinary and Extraordinary Shareholders’ Meeting held on April 25, 2024
- Absorption of retained earnings (losses) and reserve reclassification (1)		—		—		(168,591)		—		—		(392,651)		—		561,242	—		—		—
Dividends to non-controlling shareholders (3)		—		—		—		—		—		—		—		—	—		(10,429)		(10,429)
Subsidiary acquisition (6)		—		—		—		—		—		—		—		—	—		1,883		1,883
Transaction non-controlling interest (7)		—		—		—		—		—		—		(26,307)		—	(26,307)		(2,488)		(28,795)
Subsidiary acquisition (8)		—		—		—		—		—		—		—		—	—		644		644
Dividends (3)		—		—		—		—		—		(118,854)		—		—	(118,854)		—		(118,854)
Comprehensive income:
Net income for the period		—		—		—		—		—		—		—		1,012,404	1,012,404		20,848		1,033,252
Other comprehensive loss		—		—		—		—		—		—		(163,091)		—	(163,091)		(69,557)		(232,648)
Total Comprehensive income (loss)		—	****	—	****	—		—	****	—		—		(163,091)		1,012,404	849,313		(48,709)		800,604

Balances as of December 31, 2024		2,154		1,870,299	****	2,581,728		111,098	****	40,736		109,504		(302,920)		1,012,404	5,425,003		109,779		5,534,782
(1)	See Note 21.
---	---
(2)	Corresponds to the Facultative Reserve to maintain the capital investments level and the current level of solvency.
---	---
(3)	See Note 4.b).
---	---
(4)	Correspond to Ubiquo’s acquisition. See Note 1.a).
---	---
(5)	This operation represents a transaction between controlling and non-controlling stockholders related to the extension of the purchase option of Adesol’s special purpose entities. Therefore. the payments made by the subsidiary Adesol were recognized directly in “Other comprehensive income (loss)” within equity attributable to controlling company.
---	---
(6)	Corresponds to the exercise of the Naperville call option. See Note 28.2.1.
---	---
(7)	See Note 28.2.2.
---	---
(8)	Correspond to the establish of a new company, CrediPay. See Note 1.a).
---	---

The accompanying notes are an integral part of these consolidated financial statements.

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TELECOM ARGENTINA S.A.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions of Argentine pesos in current currency – Note 1.d)


		For the years ended December 31,
	Note	2024	2023	2022
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES
Net income (loss) for the year	****	1,033,252	(543,727)	(1,394,512)
Adjustments to reconcile net income to net cash flows provided by operating activities	****
Allowances deducted from assets		75,912	86,521	129,713
Depreciation of PP&E	24	998,031	1,185,795	1,348,046
Amortization of intangible assets	24	116,261	191,432	194,278
Amortization of rights of use assets	24	198,158	156,150	147,487
Impairment of Goodwill	3.m	—	—	1,654,398
Disposals of Fixed Assets and consumption of materials		1,684	1,105	32,780
Earnings (losses) from associates and joint ventures	4.a	11,474	4,111	(5,553)
Financial results and others		(1,838,304)	610,699	(434,255)
Income tax	15	409,154	(736,601)	(179,733)
Income tax paid (*)		(7,376)	(11,152)	(68,680)
Net increase in assets	4.b	(348,519)	(628,626)	(393,351)
Net increase in liabilities	4.b	161,769	1,029,415	420,745
Total cash flows provided by operating activities		811,496	1,345,122	1,451,363
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES
Payments for PP&E		(348,124)	(574,763)	(795,144)
Payments for intangible asset acquisitions		(46,084)	(434,589)	(35,397)
Payments for acquisition of subsidiary and joint venture, net of cash acquired	28	(13,863)	(4,915)	(2,759)
Acquisition of call options agreements		—	(5,435)	—
Dividends received from associates	4.b	1,013	2,622	4,170
Proceeds from the sale of PP&E and intangible assets		5,912	2,515	2,428
Compensation received for acquisition of companies		3,199	—	—
Proceeds from DFI liquidations		3,942	52,518	—
Proceeds from sale of investments not considered as cash and cash equivalents		332,958	304,533	96,372
Payments for investments not considered as cash and cash equivalents		(322,369)	(582,846)	(394,458)
Total cash flows used in investing activities		(383,416)	(1,240,360)	(1,124,788)
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES
Proceeds from borrowings	13	1,196,510	845,291	577,871
Payment of borrowings	13	(1,121,138)	(497,703)	(463,253)
Repurchase of Notes	13	(26,540)	—	—
Payment of DFI, interests and related expenses	13	(325,365)	(450,710)	(313,379)
Payments of leases liabilities		(91,993)	(96,234)	(103,483)
Transactions with non-controlling interests		(27,491)	(1,285)	—
Dividends paid to non-controlling interests in subsidiaries	4.b	(9,604)	(8,754)	(8,334)
Total cash flows used in financing activities	****	(405,621)	(209,395)	(310,578)

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	****	22,459	(104,633)	15,997
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR		347,930	271,606	262,205
NET FOREIGN EXCHANGE DIFFERENCES AND RECPAM ON CASH AND CASH EQUIVALENTS		(52,070)	180,957	(6,596)
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR		318,319	347,930	271,606


(*)		Years ended December 31,
	****	2024		2023		2022
Corresponding to Controlling Company		—		(1,442)		(61,379)
Corresponding to subsidiaries		(7,376)		(9,710)		(7,301)
	****	(7,376)	****	(11,152)	****	(68,680)

See Note 4.b for additional information on the consolidated statements of cash flows.

The accompanying notes are an integral part of these consolidated financial statements.

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TELECOM ARGENTINA S.A.

NOTE 1 - DESCRIPTION OF BUSINESS AND BASIS OF PREPARATION OF THE CONSOLIDATED FINANCIAL STATEMENTS

a) The Company and its Operations

Telecom Argentina was created through the privatization of ENTel, the state-owned company that provided telecommunication services in Argentina.

Telecom Argentina’s license, as originally granted, was exclusive to provide telephone services in the northern region of Argentina since November 8, 1990 through October 10, 1999. As of October 10, 1999, the Company also began providing telephone services in all the country.

In November 2017, the Company merged with Telecom Personal, so, since that date, it provides directly mobile telecommunications services.

As a consequence of the merger with Cablevisión (accounted for as a reverse acquisition on January 1, 2018), the Company provides cable television services through networks installed in different localities in Argentina and Uruguay.

Therefore, the Company mainly provides fixed and mobile telephony services, cable television services, data and Internet services, among others, in Argentina. Additionally, through its subsidiaries, it also provides diverse ICT Services in Uruguay, Paraguay, USA and Chile.

Moreover, through its controlled companies Micro Sistemas, Personal Envíos and CrediPay, the Company provides fintech services related to the use of electronic means of payment, transfers and/or electronic use of money, among others.

As of December 31, 2024, the following are the subsidiaries included in the consolidation process and the respective equity interest owned by Telecom Argentina:


									Telecom Argentina’s	****
									direct/indirect interest
									in capital stock and
Company	****	****	Main Activity	****	****	Country	****	****	votes
Micro Sistemas (a)			Services related to the use of electronic payment media			Argentina			100.00	%
Manda (b)			Holding			Argentina			100.00	%
RISSAU (b)			Broadcasting services			Argentina			100.00	%
AVC (c)			Broadcasting services			Argentina			100.00	%
Inter Radios			Broadcasting services			Argentina			100.00	%
Pem			Holding			Argentina			100.00	%
Cable Imagen			Closed-circuit television			Argentina			100.00	%
Personal Smarthome (d)			Security solutions and services			Argentina			100.00	%
NYS2 (d)			ICT Services and Audiovisual Communication Services			Argentina			100.00	%
NYSSAU (c)			Provision of internet access services			Argentina			100.00	%
TSMA (e)			Community Closed-Circuit Television			Argentina			100.00	%
Ubiquo (f)			Cybersecurity services and products			Chile			95.00	%
Núcleo (g)			Mobile telecommunications Services			Paraguay			67.50	%
Personal Envíos (h)			Mobile financial services			Paraguay			67.50	%
CrediPay (d) (i)			Financial services			Paraguay			67.50	%
Televisión Dirigida			Cable television services			Paraguay			100.00	%
Adesol (j)			Holding			Uruguay			100.00	%
Opalker			Cybersecurity, content platform and related services			Uruguay			100.00	%
Parklet (d) (k)			Development and provision of digital platforms			Uruguay			100.00	%
MFH (a)(h)			Holding			USA			100.00	%
Naperville (b)			Holding			USA			100.00	%
Saturn (b)			Holding			USA			100.00	%
Telecom USA			Telecommunication services			USA			100.00	%
(a)	As of December 19, 2024, MFH directly controls Micro Sistemas.
---	---

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TELECOM ARGENTINA S.A.

(b)	The companies Naperville and Saturn were indirectly acquired in May and July, 2024, by the subsidiary Televisión Dirigida. Naperville and Saturn have a 76.63% and 23.27% shareholding in Manda, respectively, which in turn owns 100% of RISSAU. For further details, see Note 28. 2).
(c)	On December 4, 2024, the Board of Directors of Telecom Argentina and the Boards of Directors of NYSSA and AVC, approved the initiation of the process leading to the corporate reorganization consisting of the merger by absorption of NYSSA and AVC (as absorbed companies) by Telecom (absorbing company), effective as of January 1, 2025, from which date the operations of NYSSA and AVC should be considered as carried out by Telecom Argentina.
---	---
(d)	As of the date of issuance of these consolidated financial statements, these subsidiaries are dormant entities.
---	---
(e)	In September 2024, the Company acquired an additional 49.9% equity interest in TSMA by exchanging 49.9% of its equity interest in Ver TV. For more details, see Note 28.1).
---	---
(f)	Company indirectly acquired by the subsidiary Opalker on June 20, 2023.
---	---
(g)	During June 2024, the merger by absorption between Núcleo (absorbing company) with Tuves Paraguay S.A. (absorbed company) has taken place.
---	---
(h)	Since May 2024, the subsidiary MFH directly controls Personal Envíos.
---	---
(i)	On August 19, 2024, the subsidiary MFH established the company CrediPay in the Republic of Paraguay (with a 67.5% ownership) - whose corporate purpose is the granting of loans, financing, purchase of goods and services, as well as the development of payment networks, with the aim of participating in and investing in companies related to financial activities-, with the purpose of participating in and investing in companies related to financial activities.
---	---
(j)	Includes the 100% interest in Telemas S.A., which holds interests in the following special-purpose entities: Audomar S.A., Bersabel S.A., Dolfycor S.A., Reiford S.A., Space Energy S.A., Tracel S.A. and Visión Satelital S.A..
---	---
(k)	Company indirectly acquired by the subsidiary Opalker on December 9, 2024 generating a goodwill of $4 million.
---	---

b) Segment information

An operating segment is defined as a component of an entity that may earn revenues and incur expenses, and whose financial information is available, held separately, and evaluated regularly by the chief operating decision maker. In the case of the Company, the Executive Committee and the Chief Executive Officer (“CEO”) are responsible for controlling recourses and for the economic and financial performance of Telecom.

The Executive Committee and the CEO have a strategic and operational vision of Telecom as a single business unit, according to the current regulatory context of the converged ICT Services industry (adding to the same segment the activities related to mobile services, internet services, cable television and fixed and data services, services governed by the same regulatory framework of ICT Services). To exercise its functions, both the Executive Committee and the CEO receive periodically the economic-financial information of Telecom Argentina and its subsidiaries (in current currency as of the date of each transaction), that is prepared as a single segment and evaluate the evolution of business as a unit of generation of results, administrating the resources in a unique way to achieve the objectives. Regarding costs, they are not specifically allocated to a type of service, considering that the Company has a single payroll and operating expenses that affect all services in general (non-specific). Further, decisions on CAPEX affect all the types of services provided by Telecom in Argentina and are not allocated specifically to one of them.

Additionally, Telecom, through Micro Sistemas, develops activities in the fintech industry in Argentina. Telecom also carries out activities abroad (Paraguay, USA, Uruguay and Chile).

The operations that Telecom develops through Micro Sistemas, and those developed abroad, are not analyzed as a separate segment by the Executive Committee and the CEO, considering that they are not considered as individually significant. These operations do not meet the aggregation criteria established by the standard to be grouped within the “ICT Services in Argentina” segment, and considering that they do not exceed any of the quantitative thresholds identified in the standard to qualify as reportable segments, they are grouped within the category “Other segments”.

The Executive Committee and the CEO continue to monitor these business to evaluate the manner in which its performance is reviewed and, eventually, its consideration as a separate reportable segment provided it complies with the requirements established by IFRS Accounting Standards to that effect.

The Executive Committee and the CEO evaluate the profitability for each reportable segment based on the measure of the Adjusted EBITDA. Adjusted EBITDA is defined as our net (loss) income less income tax, financial results, earnings (losses) from associates and joint ventures, and depreciation, amortization and impairment of Fixed Assets. F-17

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Presented below is the Segment financial information for the years ended December 31, 2024, 2023 and 2022:

◻	Consolidated Income Statement as of December 31, 2024

---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	****	ICT Services in Argentina						Other segments							****
	****		****		****		****		****		****		****		****

		Currency						Currency
		of the		Inflation		In current		of the		Inflation		In current
		transaction date		restatement		currency		transaction date		restatement		currency		Eliminations		Total
Revenues	****	3,165,736	****	664,201		3,829,937		266,915	****	63,773		330,688		(23,029)	****	4,137,596
Operating costs without depreciation, amortization and impairment of Fixed Assets	****		****						****						****
Employee benefit expenses and severance payments		(823,975)		(169,612)		(993,587)		(24,450)		(5,718)		(30,168)		—		(1,023,755)
Fees for services, maintenance, materials and supplies		(393,042)		(118,206)		(511,248)		(35,839)		(8,599)		(44,438)		5,229		(550,457)
Taxes and fees with the Regulatory Authority		(258,519)		(53,793)		(312,312)		(10,931)		(2,379)		(13,310)		—		(325,622)
Commissions and advertising		(133,932)		(24,889)		(158,821)		(62,477)		(14,085)		(76,562)		3,157		(232,226)
Programming and content costs		(172,422)		(34,428)		(206,850)		(25,570)		(6,596)		(32,166)		—		(239,016)
Other operating costs without depreciation, amortization and impairment of Fixed Assets		(429,466)		(126,821)		(556,287)		(47,831)		(12,168)		(59,999)		14,643		(601,643)
Adjusted EBITDA		954,380		136,452		1,090,832		59,817		14,228		74,045		—		1,164,877

Depreciation, amortization and impairment of Fixed Assets																(1,311,344)
Operating loss	****		****						****						****	(146,467)
Losses from associates and joint ventures	****	****	****					****	****					****		(11,474)
Financial results from borrowings																1,455,571
Other financial results, net																144,776
Income before income tax	****	****	****					****	****					****	****	1,442,406
Income tax expense	****	****							****					****		(409,154)
Net income	****	****	****					****	****					****	****	1,033,252

Attributable to:	****	****	****					****	****					****	****
Controlling Company	****	****	****					****	****					****		1,012,404
Non-controlling interest	****	****	****					****	****					****		20,848
																1,033,252

◻	Consolidated Income Statement as of December 31, 2023

---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	****	ICT Services in Argentina						Other segments							****
	****		****		****		****		****		****		****		****

		Currency						Currency
		of the		Inflation		In current		of the		Inflation		In current
		transaction date		restatement		currency		transaction date		restatement		currency		Eliminations		Total
Revenues	****	1,053,442	****	3,134,943		4,188,385		81,877	****	234,945		316,822		(21,235)	****	4,483,972
Operating costs without depreciation, amortization and impairment of Fixed Assets	****		****						****						****
Employee benefit expenses and severance payments		(279,608)		(809,275)		(1,088,883)		(8,277)		(23,151)		(31,428)		—		(1,120,311)
Fees for services, maintenance, materials and supplies		(131,861)		(399,380)		(531,241)		(9,292)		(26,177)		(35,469)		3,319		(563,391)
Taxes and fees with the Regulatory Authority		(83,591)		(249,546)		(333,137)		(2,968)		(8,373)		(11,341)		—		(344,478)
Commissions and advertising		(52,319)		(158,226)		(210,545)		(13,346)		(40,395)		(53,741)		1,659		(262,627)
Programming and content costs		(55,317)		(164,208)		(219,525)		(8,532)		(24,923)		(33,455)		—		(252,980)
Other operating costs without depreciation, amortization and impairment of Fixed Assets		(145,951)		(488,140)		(634,091)		(15,714)		(44,923)		(60,637)		16,257		(678,471)
Adjusted EBITDA		304,795		866,168		1,170,963		23,748		67,003		90,751		—		1,261,714

Depreciation, amortization and impairment of Fixed Assets																(1,534,060)
Operating loss	****		****						****						****	(272,346)

Losses from associates and joint ventures	****	****	****					****	****					****		(4,111)
Financial results from borrowings																(1,381,290)
Other financial results, net																377,419
Income before income tax	****	****	****					****	****					****	****	(1,280,328)
Income tax benefit	****	****							****					****		736,601
Net loss	****	****	****					****	****					****	****	(543,727)

Attributable to:	****	****	****					****	****					****	****
Controlling Company	****	****	****					****	****					****		(561,242)
Non-controlling interest	****	****	****					****	****					****		17,515
																(543,727)

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TELECOM ARGENTINA S.A.

◻	Consolidated Income Statement as of December 31, 2022

---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	****	ICT Services in Argentina						Other segments							****
	****		****		****		****		****		****		****		****

		Currency						Currency
		of the		Inflation		In current		of the		Inflation		In current
		transaction date		restatement		currency		transaction date		restatement		currency		Eliminations		Total
Revenues	****	505,735	****	4,136,903		4,642,638		36,650	****	298,266		334,916		(32,735)	****	4,944,819
Operating costs without depreciation, amortization and impairment of Fixed Assets	****		****						****						****
Employee benefit expenses and severance payments		(135,282)		(1,085,608)		(1,220,890)		(2,551)		(20,716)		(23,267)		5,452		(1,238,705)
Fees for services, maintenance, materials and supplies		(60,618)		(508,369)		(568,987)		(4,365)		(34,845)		(39,210)		8,348		(599,849)
Taxes and fees with the Regulatory Authority		(40,156)		(328,516)		(368,672)		(1,194)		(9,826)		(11,020)		—		(379,692)
Commissions and advertising		(27,422)		(220,882)		(248,304)		(5,868)		(45,955)		(51,823)		624		(299,503)
Programming and content costs		(29,442)		(242,395)		(271,837)		(4,285)		(34,063)		(38,348)		—		(310,185)
Other operating costs without depreciation, amortization and impairment of Fixed Assets		(75,866)		(639,722)		(715,588)		(6,571)		(54,196)		(60,767)		18,311		(758,044)
Adjusted EBITDA		136,949		1,111,411		1,248,360		11,816		98,665		110,481		—		1,358,841

Depreciation, amortization and impairment of Fixed Assets																(3,358,932)
Operating loss	****		****						****						****	(2,000,091)

Losses from associates and joint ventures	****	****	****					****	****					****	****	5,553
Financial results from borrowings									****					****		201,704
Other financial results, net									****					****		218,589
Income before income tax	****	****	****					****	****					****	****	(1,574,245)
Income tax benefit									****					****		179,733
Net loss	****	****	****					****	****					****	****	(1,394,512)

Attributable to:	****	****	****					****	****					****	****
Controlling Company	****	****	****					****	****					****		(1,409,383)
Non-controlling interest	****	****	****					****	****					****		14,871
																(1,394,512)

Additional information per geographical area is disclosed below:


	For the years ended December 31,
	2024	2023	2022
Revenues from customers located in Argentina	3,829,481	4,173,750	4,613,802
Revenues from foreign customers	308,115	310,222	331,017

CAPEX corresponding to the segment “ICT Services in Argentina”	496,921	971,493	778,983
CAPEX corresponding to the segment “Other segments”	72,430	80,735	86,340


	As of December 31,
	2024	2023
Fixed Assets corresponding to the segment “ICT Services in Argentina”	9,692,705	10,184,729
Fixed Assets corresponding to the segment “Other segments”	398,189	568,219

Borrowings corresponding to the segment “ICT Services in Argentina”	2,830,817	4,513,120
Borrowings corresponding to the segment “Other segments”	47,187	121,040

c) Basis of Presentation

These consolidated financial statements have been prepared in accordance with IFRS Accounting Standards as issued by the IASB. IFRS Accounting Standards also includes the International Accounting Standards or “IAS”; the International Financial Reporting Interpretations Committee or “IFRIC”, the Standard Interpretations Committee or “SIC” and the conceptual framework.

The preparation of these consolidated financial statements in conformity with IFRS Accounting Standards requires that the Company’s Management make estimates that affect the figures disclosed in the financial statements or its supplementary information. Actual results may differ from these estimates. The areas involving a higher degree of judgment or complexity, or areas where estimates are significant are disclosed under Note 3.u). F-19

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TELECOM ARGENTINA S.A.

These consolidated financial statements are expressed in millions of Argentine pesos, on an accrual basis of accounting (except for the consolidated statement of cash flows), based on historical cost, except for certain financial assets and liabilities (includes DFI) that are measured at fair value and are prepared in current currency as of December 31, 2024 (see section d)).

These consolidated financial statements contain, additionally to all disclosures required under IFRS Accounting Standards, some disclosures required by the LGS and/or by the CNV.

The figures as of December 31, 2023 and for the years ended December 31, 2023 and 2022, which are disclosed in these consolidated financial statements for comparative purposes, are a result of restating the financial statements as of such dates, according to what is described in section d). When applicable, certain reclassifications were made for comparative purposes.

These consolidated financial statements as of December 31, 2024, were authorized for issuance and approved by resolution of the Board of Directors’ meeting held on February 27, 2025.

d) Financial reporting in hyperinflationary economies

Since Argentina has been considered a high-inflation economy for accounting purposes in accordance with IAS 29 since July 1, 2018, the financial information expressed in Argentine pesos is restated in current currency of December 31, 2024.

The table below shows the evolution of the indexes in the last three years according to official statistics (INDEC) in accordance with Resolution No. 539/18 of the FACPCE and the devaluation of the Argentine peso against the US dollar for the same years:


	****	As of December 31,	****	As of December 31,	****	As of December 31,	****
		2022		2023		2024	****

National Consumer Price Index (National CPI) (December 2016=100)		1,134.6		3,533.2		7,694.0

Variation in Prices
Annual		94.8	%	211.4	%	117.8	%

Banco Nación US$/$ exchange rate		177.2		808.4		1,032.0

Variation in the exchange rate
Annual		72.5	%	356.3	%	27.7	%

Below is a summary of the effect of applying IAS 29:

Restatement of the Statement of Financial Position and the Statement of Changes in Equity

The Company restated all the non-monetary items in current currency as of December 31, 2024. Each item must be restated since the date of the initial recognition or since the last revaluation. Monetary items have not been restated because they are stated in terms of the measuring unit current as of December 31, 2024.

Restatement of the Income Statement, the Statements of Comprehensive Income and the Statement of Cash Flows

In the Income Statement and the Statements of Comprehensive Income, items are restated in current currency as of December 31, 2024. The Company shall apply the monthly variations of CPI.

Financial results related to foreign currency exchange and accrued interest are determined in real terms, excluding the inflationary effect contained therein. F-20

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TELECOM ARGENTINA S.A.

The effect of inflation on the monetary position is included in the Income Statement under Financial cost and Other financial results, net.

The items of the Statement of Cash Flows are restated in current currency at the closing date. The restatement effect has an impact on the Income Statement and must be eliminated from the Statement of Cash Flows because it is not considered cash or cash equivalent.

Investments in foreign companies

The subsidiaries that use functional currencies other than the Argentine peso (mainly foreign companies with economies that are not considered to be hyperinflationary), must not restate for inflation their financial statements, in accordance with IAS 29.

Notwithstanding, and only for reporting and consolidation purposes, the comparative figures presented in Argentine pesos in the Income Statement corresponding to the current year and the previous year must be stated using the exchange rates at the transaction date. In addition, the initial items of the Statement of Changes in Equity must be reported at the closing rate without modifying its total amount due to the fact that it is translated into the closing exchange rate, which implies that a translation adjustment is recognized against Retained Earnings and Other Comprehensive Income (loss).

NOTE 2 – Regulatory framework

a) Regulatory Authority

Argentina

In Argentina, the regulatory authority for the ICT services provided by the Company and certain subsidiaries is ENACOM. Through Decree No. 89/2024 dated January 26, 2024, the Argentine government ordered the intervention of ENACOM for a period of 180 consecutive days, which was extended through Decree No. 675/2024 until July 7, 2025, to redefine outdated regulations that hinders the technological progress, among other tasks. As of the date of issueance of these consolidated financial statements, there have been no effects on the Company’s operations due to this intervention. The Company will continue to monitor the matter for any potential impacts.

Regarding fintech services, Micro Sistemas is registered with the BCRA as a PSP that offers payment accounts, accepts payments via transfers, and acts as a payment aggregator. It is also registered in the Interoperable Digital Wallets Registry and in the Other Non-Financial Credit Providers Registry. Therefore, Micro Sistemas is subject to certain regulations established by the BCRA and the Financial Information Unit, as it holds the status of Obligated Subject (OS) pursuant to Article 20 of Law No. 25,246 (as amended).

Foreign companies

The Regulatory Authority for ICT Services, provided by Núcleo in Paraguay is the CONATEL. Personal Envíos is under the oversight of the Central Bank of the Republic of Paraguay to operate as an Electronic Payment Company.

The Regulatory Authority for the services provided by Telecom USA, in USA, is the Federal Communications Commission.

The Regulatory Authority for the services provided by special purpose entities in Uruguay are under the orbit of URSEC.

b) Licenses

Under the Licencia Única Argentina Digital, the Company currently provides the following services:

●	local fixed telephony,
●	public telephony,
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●	domestic and international long-distance telephony,
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●	domestic and international point-to-point link services,
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●	value added, data transmission, videoconferencing, transportation of broadcasting signals, and Internet access,
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●	STM, SRMC, PCS and SCMA, also called mobile communications services (“SCM”, for its Spanish acronym), Such licenses were granted for the provision of STM in the Northern Region of Argentina, of SRMC in the AMBA area, and of PCS and SCMA throughout the country,
●	SRS,
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●	SRCE and
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●	STeFI.
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In Paraguay, Núcleo holds a license to provide STMC and PCS. In addition, it holds a license for the installation and exploitation of Internet, data services and license to provide DATDH services throughout Paraguay. These licenses have been granted for renewable five-year periods.

c) Main Regulatory issues – ICT Services

Among the main regulations that govern the services rendered by the Company, the following stand out:

●	LAD and its amendments.
●	Law No. 19,798 to the extent it does not contradict the LAD.
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●	The Privatization Regulations, which regulated that process.
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●	The Transfer Agreement.
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●	The licenses for providing telecommunication services granted to the Company and the Bidding Terms and Conditions and their respective general rules.
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●	Current service regulations. See the main regulations on Licenses, Interconnection, SU and Spectrum in sections d) to e) of this Note.
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Decree No. 690/20 - Amendment to the LAD - Controversy

On August 22, 2020, PEN issued Decree No. 690/20 (“Decree No. 690/20”), which has been ratified by the Argentine Congress under Law No. 26,122 and has been regulated through ENACOM Resolutions No. 1,466/20 and 1,467/20, through which (among other issues):

●	declared ICT Services as well as access to telecommunications networks for and between licensees as “essential and strategic competition public services”, and empowered ENACOM to ensure accessibility;
●	established that the prices of: (i) the essential and strategic competition public ICT Services, (ii) the prices of those services provided in accordance with the Universal Service and (iii) the prices of those services determined by ENACOM for public interest reasons, shall be regulated by ENACOM;
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●	ENACOM established the price and characteristics of each service of the ICT’s PBU;
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The PEN issued Emergency Decree No. 302/24, published in the Official Gazette on April 9, 2024, whereby it repealed Decree No. 690/20. In addition, said Emergency Decree amended Articles 48 and 54 of the LAD, providing that the licensees of ICT Services shall set their prices, which shall have to be fair and reasonable, cover the exploitation costs and tend towards the efficient supply and a reasonable operation margin. It also provided that the Basic Telephony Service shall continue to be considered a public service.

On June 25, 2024, through Resolution No. 13/2024, the ENACOM repealed Resolution No. 1,466/20, along with all amendments to that resolution.

Prior to the enactment of Decree No. 302/24, which repealed Decree No. 690/20, the Company had filed a claim challenging the constitutionality of Decree No. 690/20 and ENACOM Resolutions Nos. 1,466/20 and 1,467/20 issued in relation thereto. In this sense, on April 30, 2021, the Court of Appeals on Federal Administrative Matters granted the injunction requested by the Company, ordering the suspension of the application of the above-mentioned ENACOM Resolutions and of Emergency Decree No. 690/20. Said injunction was extended until August 20, 2024. F-22

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On the other hand, on June 19, 2024, the Company was notified of the decision rendered by Chamber II of the Court of Appeals on Federal Administrative Matters, whereby said Court (i) dismissed the grounds raised by the PEN and the appeals filed by the ENACOM against the decision rendered by Federal Court on Administrative Litigation Matters No. 8 dated November 17, 2023, and (ii) upheld the first-instance judgment, ratifying the nullity of both Decree No. 690/20 and the related ENACOM Resolutions Nos. 1,466/20 and 1,467/20.

On July 4, 2024, the PEN filed an extraordinary appeal against the decision rendered by Chamber II of the Court of Appeals on Federal Administrative Matters. On September 24, 2024, the Court of Appeals on Federal Administrative Matters dismissed the extraordinary appeals filed by the PEN and the ENACOM, and upheld the first-instance judgment, ratifying the nullity of both Decree No. 690/20 and ENACOM Resolutions Nos. 1,466/20 and 1,467/20. On October 16, 2024, Telecom was notified of the decision rendered by the Federal Court on Administrative Litigation Matters No. 8, which deemed the proceeding concluded and filed.

d) **** General Regulation of the Universal Service (“RGSU” for its Spanish acronym)

ENACOM approved a new RGSU through Resolution No. 721/20 of September 3, 2020.

The Regulation, although it maintains the obligation to contribute to the FFSU 1% of total revenues accrued for the provision of ICT Services net of its taxes and fees (included in “Taxes and fees with the Regulatory Authority” of the Statement of Income), among the most relevant matters, provides:

(i)	that ENACOM may consider that the monthly obligation of the Contributors has been partially settled for up to 30% of their contributions, based on the reporting of computable investments made in projects approved by ENACOM;
(ii)	that the licensees may submit projects to ENACOM for their review and assessment;
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(iii)	that the deployment of fixed Next Generation Networks (“NGN”) for the provision of broadband Internet services of the Projects shall not fall within the scope of the protection regulations applicable to such networks.
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In addition, within the framework of the new RGSU, SU Programs have been approved providing for the deployment of fixed broadband, deployment of access networks to mobile communications services and services to public institutions, among others.

The physical link and radio-electric link subscription broadcasting services are not subject to the SU investment contribution until a law is passed that unifies the fee regime provided by the LSCA and LAD, so it will continue to be subject only to the fee regime provided under LSCA (included in “Taxes and Fees with the Regulatory Authority” of the Statement of Income). Therefore, they shall not be subject to the SU investment contribution or the payment of the Control, Oversight and Verification Fee provided under the LAD.

According to the provisions of SC Resolutions No. 80/07, No. 154/10 and CNC Resolution No. 2,713/07, this is the situation of the Company as of the date:

i)	SU Fund - Impact on the Company with respect to its original license to provide SBT

Telecom Argentina filed its affidavits including the offset amounts related to the services that should be considered as SU services.

However, several years after the market’s liberalization and the effectiveness of the SU regulations and its amendments, incumbent operators have still not received any offsets for providing services with the characteristics set forth under the SU regime.

The Company has filed its monthly SU affidavits which result in a receivable. The programs and the valuation methodology used to estimate this receivable are pending of approval by the Regulatory Authority. This receivable has not yet been recorded in these consolidated financial statements as of December 31, 2024 since it is subject to the approval of the SU Programs and the review of those affidavits by the Regulatory Authority and the confirmation of the existence of enough contributions to the SU Trust so as to compensate the incumbent operators. F-23

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Between years 2011 and 2012, the SC issued a serie of resolutions through which it notified the Company that investments associated with certain services and/or programs did not qualify as Initial SU Programs, and that, they did not constitute different services involving a SU provision, and therefore, cannot be financed with SU Funds.

The Company has filed appeals against the above-mentioned resolutions, presenting the legal arguments based on which such resolutions should be revoked.

In September 2012, the CNC ordered the Company to deposit approximately $208 million. The Company has filed a recourse refusing the CNC’s order on the grounds that the appeals against the SC Resolutions are still pending of resolution.

In November 2019, ENACOM notified that the appeals filed by the Company against the SC resolutions had been rejected, taking them to superior body for substantiation.

As of the date of these consolidated financial statements, the appeal review body has not yet issued a decision.

While it cannot be assured that these issues will be favorably resolved at the administrative stage, the Company’s Management, with the assistance of its legal advisors, considers that has solid legal and de facto arguments to support the position of Telecom Argentina.

ii)	FFSU - Impact on the Company with respect to the SCM originally provided by Telecom Personal S.A. (“Personal”)

In compliance with Resolutions SC No. 80/07 and No. 154/10 and CNC No. 2713/07, Personal has filed its affidavits since July 2007 and deposited the corresponding contributions.

On January 26, 2011, the SC issued Resolution No. 9/11 establishing that telecommunication service providers could only allocate to investment projects under this program the amounts corresponding to outstanding investment contribution obligations arising from Annex III of Decree No. 764/00 before the effective date of Decree No. 558/08.

In July 2012, the SC issued Resolution No. 50/12 pursuant to which it notified that the services declared by the SCM Providers as “High Cost Areas or services provided in non-profitable areas”, “services provided to clients with physical limitations (deaf-mute and blind people)”, “rural schools”, and requests relating to the installation of radio-bases and/or investment in infrastructure development in various localities, did not constitute items that could be discounted from the amount of SU contributions. It also provided that certain amounts already deducted could be used for investment projects within the framework of the Program created under SC Resolution No. 9/11, or deposited in the SU Fund, as applicable.

Personal filed an administrative appeal against SC requesting its nullity. As of the date of these consolidated financial statements, this appeal is still pending of resolution.

In October 2012, in response to the order issued by the SC, Personal deposited under protest the amount corresponding to the assessment of the SU services provided by Personal, reserving its right to take all actions it may deem appropriate to claim its reimbursement, as informed to the SC and the CNC. Since August 2012, Personal -and subsequent to the merger, the Company- is paying under protest of those concepts in its monthly affidavits. As of December 31, 2024, the Company has not recognized any credits related to these concepts.

iii)	FFSU - Impact on the Company with respect to the services originally provided by Cablevisión

As of the date of these consolidated financial statements, the Regulatory Authority has not yet approved the Project filed by Cablevisión on June 21, 2011, within the framework of SC Resolution No. 9/11, in order to fulfill the SU contribution obligation for the amounts accrued since January 2001 until the effectiveness of Decree No. 558/08. F-24

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e)**** Spectrum

i)	Spectrum Allocation for SCMA

In 2014, the Company was awarded Lots 2, 5, 6 and 8 and the remaining frequencies of the PCS and the SRMC, as well as those of the spectrum for the SCMA.

The use of the frequencies is granted for a period of 15 years counted from the notification of the administrative act of adjudication. In particular, for the spectrum of the SCMA, the term was counted as from February 27, 2018, in accordance with what is stated in Resolution No. 528/18.

Once the term of use granted for the different frequencies has expired, the Regulatory Authority may extend the validity at the express request of the successful bidder (which will be onerous and under the price and conditions established by it).

ii)	Frequencies for Subscription Broadcasting Service

In relation to subscription broadcasting license (such as cable television) are considered, for all purposes, a Licencia Única Argentina Digital, with a registration for such service. The LAD establishes a 10-year extension starting in January 2016 for the use of spectrum frequencies for subscription broadcasting license holders via radio link.

iii)	Spectrum incorporated to the Company under the corporate reorganizations of Telecom and the merger with Cablevisión

In December 2017, the Company was served with ENACOM Resolution No. 5,644-E/2017, whereby that agency decided, among other things, to authorize the transfer in favor of Telecom Argentina of the authorizations and permits to use frequencies and allocations of numbering and sign-posting resources to provide the services held by Cablevisión, pursuant to effective regulations, and the agreement executed by Nextel Communications Argentina S.R.L. on April 12, 2017 (IF-2017-08818737-APN-ENACOM#MCO).

Telecom Argentina shall, within a term of two years as from the date on which the merger with Cablevisión was approved by the CNDC and ENACOM, return the radio-electric spectrum that exceeds the limit set under Section 5 of Resolution No. 171-E/17 issued by the Ministry of Communications. For these purposes, 80 MHz exceeded the limit set.

During 2019, the Company proceeded with a partial return of the radio-electric spectrum (40 MHz), which was completed in March 2022 (40 MHz remaining).

On March 15, 2022, ENACOM issued Resolution No. 419/2022 through which it accepted the return of spectrum by Telecom Argentina under the terms of ENACOM Resolution No. 5644-E/2017.

The accounting impact for the year ended on December 31, 2022 is detailed in Note 3.m).

iv)	ENACOM Resolution No. 798/2022 – On-demand allocation of spectrum blocks

Through Resolution No. 798/2022, ENACOM began the process for the on-demand allocation of spectrum blocks of the 2500-2570 MHz and 2,620-2,690 MHz frequencies for the provision of SCMA services. Through said Resolution, ENACOM also approved the bidding terms and conditions and the list of locations for which there is spectrum available for the provision of SCMA services. Article 12 of the bidding term and condition allowed the return of portions of spectrum previously assigned as a means of payment for the assigned frequencies. F-25

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Through Resolution No. 1,729/2022, ENACOM assigned to the Company the spectrum blocks requested and the return of the spectrum proposed by Telecom was accepted as part of payment.

v)	STeFI - 5G spectrum allocation

Through Resolution No. 1,289/2023, published in the Official Gazette on August 29, 2023, ENACOM’s Board allocated the frequency band between 3,600 and 3,700 MHz to the Fixed Service and to the Land Mobile Service, both with primary status, and established its use in time-division duplex (TDD) mode for the provision of STeFI on the use of Fifth Generation (5G) technology in the country, regulated by ENACOM Resolution No. 2,385/2022, whose objective was to establish the conditions of the service, the essential benefits and the minimum technological guidelines that guarantee its quality and efficiency.

Through Resolution No. 1,285/2023, published on the same date, ENACOM authorized the call for bids for the allocation of frequency bands for the provision of STeFI and approved the General and Particular Bidding Terms and Conditions for the Allocation of Frequency Bands from 3,300 to 3,600 MHz (“Bid Form”), divided into three lots of 100 MHz each. The base price for each lot was set at US$350 million.

On October 24, 2023, the Auction was held for the above-mentioned Bid, where Telecom was awarded Lot 2 (3,400-3,500 MHz Band), equivalent to US$350 million, which was paid in November 2023.

The award of the right to use the frequency band implied the capitalization as intangible assets of $377,543 million (in current currency as of December 31, 2024), which are amortized as described in Note 3.i).

f) Main Regulatory issues – Fintech Services

Foreign companies

Personal Envíos is authorized by the Central Bank of the Republic of Paraguay to operate as an Electronic Payment Company (“EMPE”, for its Spanish acronym) through Resolution No. 6 issued on March 30, 2015.

Argentina

Since November 20, 2020, Micro Sistemas has been registered as a PSP offering payment accounts. On July 4, 2024, it was registered as an Acceptor of Transfers and, on October 21, 2024, it obtained registration as a Payment Aggregator.

Furthermore, in August 2022, it was registered in the Interoperable Digital Wallets Registry, and during the first quarter of 2023, it was registered in the Other Non-Financial Credit Providers Registry. Therefore, Micro Sistemas is governed by the BCRA regulations for payment service providers, National Payment System-Payment Services, non-financial credit providers, and their supplementary regulations.

Additionally, Micro Sistemas is required to comply with the provisions for the Protection of Financial Services Users and supplementary regulations issued by the BCRA.

The most important provisions of the effective regulations are detailed below:

a)	Offering of Accounts and Funds Management: The companies registered with the BCRA as PSP offering payment accounts can offer accounts for debits and credits within a payment scheme. The accounts offered by PSPs are called payment accounts, which are unrestricted and denominated in pesos, allowing customers to order and receive payments.

Customers’ funds credited to the payment accounts offered by payment service providers offering payment accounts must be available at all times (immediately upon demand by the customer) for an amount at least equivalent to that credited to the payment account. To this end, the systems implemented by payment service providers offering payment accounts must be able to identify and individualize the funds of each customer. F-26

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The customers’ funds must be deposited in checking accounts in pesos held with Argentine financial institutions. For more information about restricted funds to be paid to customers see Note 4.a).

Notwithstanding the foregoing, at the express request of the customer, the funds credited to payment accounts can be applied to investments in “mutual funds” in Argentina. Such funds shall be debited from the relevant payment account, in which case the amounts invested in mutual funds must be reported separately from the balance of the payment account.

For transactions on their own account (payment to suppliers, payment of salaries, etc.), PSPs must use an “operational” bank account (unrestricted) separate from the bank account in which the customers’ funds of PSPs offering payment accounts are deposited.

Deposits in pesos in accounts of payment service providers offering payment accounts, where customers’ funds are deposited, will be subject to a minimum cash requirement of 100%.

b)	Oversight and Reporting Regime: PSPs shall comply with the reporting regime provided for in different communications issued by the BCRA and give access to their facilities and documentation to SEFyC’s personnel designated for this purpose, and make available to the BCRA tools for real-time inquiries and reporting that the Deputy General Manager of Payment Methods may determine for each type of supplier according to its volume of operations.
c)	Transparency Advertisements made through any media and any documentation issued by PSPs must clearly and expressly state that: a) they only offer payment services and are not authorized by the BCRA to operate as financial entities, and b) funds deposited in payment accounts do not constitute deposits in a financial institution, nor do they have any of the guarantees that such deposits may enjoy in accordance with applicable laws and regulations regarding deposits in financial institutions.
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d)	Transfers of funds sent and received in payment accounts: PSPs must comply with the obligations set out in the “National Payment System - Transfers Rules.” and “National Payment System – Transfers – Supplementary Rules”.
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NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES

Detailed below are the most relevant accounting policies used by the Company for the preparation of these consolidated financial statements, which have been applied uniformly with respect to comparative years.

a) Going Concern

The consolidated financial statements have been prepared on a going concern basis as there is a reasonable expectation that Telecom Argentina and its subsidiaries will continue its operational activities in the foreseeable future (and in any event with a time horizon of more than twelve months).

b) Foreign Currency Translation

Items included in the financial statements of each of Company’s subsidiaries are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The consolidated financial statements are presented in Argentine pesos, which is the functional currency of all Company’s subsidiaries located in Argentina. In general, the functional currency for the Company’s foreign subsidiaries is the respective legal currency of each country, except for Opalker and its subsidiaries Ubiquo and Parklet, where functional currency is the US dollar.

The assets and liabilities of the Company’s foreign subsidiaries are translated using the exchange rates in effect at the reporting date, while income and expenses are translated at the average exchange rates for the year. Translation differences resulting from the application of this method are recognized under Other Comprehensive Income. The cash flows of foreign consolidated subsidiaries expressed in foreign currencies included in the consolidated financial statements are translated at the average exchange rates for each year. F-27

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c) Foreign Currency Transactions

Transactions in foreign currencies are translated into the functional currency using the foreign exchange rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the foreign exchange rate prevailing at the reporting date. Exchange differences recognized in real terms, are included in the consolidated income statement in the items “Foreign currency exchange gains (losses) on borrowings” and “Other foreign currency exchange gains (losses)” within the line items “Financial results from borrowings” and “Other financial results, net”, respectively, except when they are deferred in equity for transactions that qualify as cash flow hedges, if applicable.

d) Principles of consolidation and equity method

d.1) Subsidiaries

Subsidiaries are all entities (including structured entities) over which the Company has control. The Company controls an entity where the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company. They are deconsolidated from the date that control ceases.

The acquisition method of accounting is used to account for business combinations by the Company (see item d.7) to this Note).

Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statement of profit or loss, statement of comprehensive income, statement of changes in equity and statement of financial position respectively.

Inter-company transactions, balances and unrealised gains on transactions between Telecom and its subsidiaries are eliminated.

The subsidiaries’ financial statements cover the same periods and are prepared as of the same closing date and in accordance with the same accounting policies as those of the Company.

Note 1.a) details the subsidiaries, together with the interest percentages held directly or indirectly in each subsidiary’s capital stock and votes, main activity and country of origin as of December 31, 2024.

d.2) Transactions with non-controlling interests

The Company considers any transactions executed with non-controlling shareholders that do not result in a loss of control, as transactions among shareholders. A change in the equity interests held by the Company is considered as an adjustment in the book value of controlling interests and non-controlling interests to reflect the changes in its relative interests. The differences between the amount for which non-controlling interests are adjusted and the fair value of the consideration paid or received and attributed to the shareholders of the controlling company will be directly recognized in “Other comprehensive income (loss)” in the equity attributed to the parent company.

d.3) Investments in Associates

Associates are all entities over which the Company has significant influence but not control or joint control. This is generally the case where the group holds between 20% and 50% of the voting rights.

Investments in associates are accounted for using the equity method (see item d.5) to this Note), after initially being recognised at cost.

Note 4.a) details the investments in associates, together with the interest percentages held directly or indirectly in each company’s capital stock and votes, main activity and country of origin as of December 31, 2024. F-28

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d.3.1) Investment in TSMA

As of December 31, 2023, the Company held 50.1% of the voting rights of TSMA, while the other shareholder held the remaining 49.9% of the shares. The parties signed a shareholders’ agreement (“Agreement”) that established, among other things, the rights and obligations of both parties concerning their participation in said company. According to the Agreement, the other shareholder operated and managed the business, and Telecom primarily provided advise on commercial issues, so Telecom did not have the ability to use its power over the investee to influence the returns of said company, exercising significant influence and valuing its investment as an associate.

On September 14, 2024, the Company signed a share exchange and transfer agreement with El Hombre Mil S.A. (“EHM”), controlling Company of TSMA and Ver TV.

Following this share exchange and transfer, Telecom holds 100% of the shares of TSMA. For more details, see Note 28. 1).

d.4) Joint arrangements

Under IFRS 11 “Joint Arrangements” investments in joint arrangements are classified as either joint operations or joint ventures. The classification depends on the contractual rights and obligations of each investor.

d.4.1) Joint operation

The Company, in relation to its participation in a joint operation, recognises its direct right to the assets, liabilities, revenues and expenses of joint operations and its share of any jointly held or incurred assets, liabilities, revenues and expenses.

Telecom held a 50% share in the UTE Ertach – Telecom Argentina (“UTE”), which was engaged in the provision of data transmission services and the order channels required to integrate the public administration agencies of the Province of Buenos Aires and the municipal agencies in a single provincial data communication network, whose contract ended on July 27, 2022. On November 30, 2023, the liquidators approved the final liquidation and the registry cancellation of the UTE contract which was registered in the IGJ on February 1, 2024.

d.4.2) Joint venture

Interests in joint ventures are accounted for using the equity method, after initially being recognized at cost in the consolidated statement of financial position.

In April 2023, the Company acquired a 50% shareholding in OPH.

d.5) Equity method

Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter to recognise the Company’s share of the post-acquisition profits or losses of the investee in profit or loss, and the Company’s share of movements in other comprehensive income of the investee in other comprehensive income. Dividends received or receivable from associates and joint ventures are recognised as a reduction in the carrying amount of the investment.

The Company’s investment in associates includes the goodwill identified at the time of the acquisition, net of any impairment losses. For more information on impairment of Fixed Assets, see item m) to this Note.

Unrealised gains on transactions between the Company and its associates and joint ventures are eliminated to the extent of the group’s interest in these entities. F-29

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The associates’ and joint ventures´ financial statements cover the same periods and are prepared as of the same closing date as those of the Company’s. Adjustments were made, where necessary, to the associates’ extra-accounting information so that their accounting policies are in line with those used by the Company.

d.6) Consolidation of structured entities

The Company, through one of its subsidiaries located in Uruguay, has executed certain agreements with other companies for the purpose of rendering on behalf of and by order of such companies’ certain installation services, collections, administration of subscribers, marketing and technical assistance, financial and general business advising, with respect to cable television services in Uruguay. The Company maintains control of these entities in accordance with the guidelines of IFRS 10, so the present consolidated financial statements include their assets, liabilities, and results. Since the Company does not hold an equity interest in these companies, the offsetting entry of the net effect of the consolidation of the assets, liabilities and results of these companies is disclosed under the line items “Equity attributable to non-controlling interests” and “Net Income attributable to non-controlling interests”.

d.7) Business Combinations

The Company applies the acquisition method of accounting for business combinations. The consideration for each acquisition is measured at fair value of the assets given (acquisition cost).

The identifiable assets and the liabilities assumed of the acquired company that meet the conditions for recognition under IFRS 3 are recognized at fair value at the acquisition date, except for certain particular cases provided by such standard.

Any excess between: a) the sum of the consideration transferred, plus non-controlling interests (valued at fair value or at their proportional participation on identifiable net assets), plus acquisition‑date fair value of the acquirer’s previously held equity interest in the acquire (if any) and b) the net of the acquisition‑date amounts of the identifiable assets acquired and the liabilities assumed determined on the acquisition date, is recognized as goodwill. Otherwise, the gain is immediately recognized in the income statement.

Acquisition direct cost are recognized in the Income Statements when they are incurred.

For more details on the acquisitions made by the Company and its subsidiaries, see Notes 1.a) and 28.

d.8) Business combinations under common control

The business combinations between companies under common control, which are accounted for considering the book value of the acquired company in the parent company. Unrealized result is also eliminated unless the transaction provides evidence of the asset transferred.

e) Revenues

Revenues are recognized (net of discounts and returns) to the extent the sales agreement has commercial substance, provided it is considered probable that economic benefits will flow to the Company and their amount can be measured reliably.

The Company discloses its revenues into two large groups: services and equipment. Revenues from sales of services are recognized at the time services are rendered to the customers. Revenues from sales of equipment are recognized at the point in time when the control is transferred and the performance obligation is performed.

The main performance obligations of Telecom and its subsidiaries are:

-	Mobile Services: include mainly consist of monthly basic fees, revenues on prepaid calling cards and online recharges, airtime usage charges, roaming and interconnection charges, VAS charges, and other services. Telecom provides mobile services in Argentina and Paraguay.

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-	Internet Services: include mainly consist of fixed monthly fees received from residential and corporate customers (mainly high-speed subscriptions – broadband and non-dedicated internet-). Telecom provides internet services in Argentina and Paraguay.
-	Cable Television Services: include mainly consist of monthly fees and certain variable consumption fees related to on demand services. Telecom provides cable television services in Argentina, Uruguay and Paraguay.
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-	Fixed and Data Services: include mainly consist of voice services monthly fees, measured service and monthly fees for additional services (among them, call waiting, itemized billing and voicemail), interconnection services, capacity leases and data transmission services for companies (among others; private networks, dedicated lines, broadcasting signal transport, cybersecurity and IOT solution – internet of things –). Telecom provides fixed and Data services in Argentina, USA, Uruguay, Paraguay and Chile.
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-	Other Services Revenues: include mainly revenues from billing remuneration and collection management on behalf of third parties, revenues related to fintech services, administrative revenues and revenues from the sale of advertising space, among others.
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Revenues from transactions that include more than one item have been recognized separately to the extent they have commercial substance on their own. In those cases, in which payment is deferred in time, such as construction contracts, the effect of the time value of money must be accounted for. Non-refundable up-front connection fees (one-time revenues), generated at the beginning of the relationship with the customers, are deferred and charged to income over the term of the contract or, in the case of indefinite period contracts, over the average period of the customer relationship.

Monthly fees paid in advance are disclosed net of trade receivables until the service is rendered.

Revenues on construction contracts are recognized based on the stage of completion (percentage of completion method). Such method provides an accurate representation of the transfer of goods in construction contracts because revenues are recognized based on the progress of the construction. When the outcome of a construction contract can be estimated reliably, the revenues and costs associated with the construction contract are recognized as revenues and expenses respectively by reference to the stage of completion of the contract activity at the end of the reporting period. When it is probable that total contract costs will exceed total contract revenues, the expected losses are immediately recognized as expenses.

During the years ended December 31, 2024 and 2023, the Company has not recognized income from construction contracts. However, during the year ended December 31, 2022 the Company recognized revenues from construction contracts in the amount of $13,136 million.

f) **** Financial Instruments

At initial recognition, the Company measures financial assets and liabilities at its fair value.In the case of a financial asset, not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to its acquisition or issuance will be added or removed.

f.1) Financial Assets

Classification and measurement

The Company classifies its financial assets other than DFI in the following measurement categories:

-Amortised cost: Assets that are held for collection of contractual cash flows, where those cashflows represent solely payments of principal and interest, are measured at amortised cost.

-Fair value: Assets that do not meet the criteria for amortised cost are measured at fair value (either through OCI or through profit or loss). F-31

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The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows. As of December 31, 2024 and 2023, the Company only maintains financial assets measured at amortised cost and financial assets measured fair value through profit or loss.

Interest income and expenses from financial assets at amortised cost is included in “Other interest, net” within “Other financial results, net” using the effective interest rate method. Any gain or loss from financial assets at fair value for invesment is recognised in profit or loss and presented net in “Fair value gains/(losses) on financial assets at fair value through profit or loss” within “Other financial results, net” in the period in which it arises.

The Company reclassifies debt investments only when its business model for managing those assets changes.

Financial assets, excluding DFI, include:

Cash and Cash Equivalents

Cash equivalents are short-term and highly liquid investments that are readily convertible to known amounts of cash, subject to an insignificant risk of changes in value and their original maturity or the remaining maturity at the date of purchase does not exceed three months. Cash and cash equivalents are recorded according to their nature, at fair value or amortized cost.

The Company applies the indirect method to reconcile the net income for the year with the cash flows generated by its operations.

Bank overdrafts are disclosed in the consolidated statement of financial position as current borrowings and in the cash flow statements as financing activities of Telecom and its subsidiaries, because they are part of the short-term financial structure.

Trade and Other Receivables

Trade and other receivables are initially recognized at fair value and, in general, subsequently measured at amortized cost using the effective interest method, less allowances for doubtful accounts. For more information about the measurement of trade and other receivables, see Note 22.

Sometimes, mobile telephony customer pays for the handset the price net of the discount. Such discount is allocated between handset sale revenues and service revenues, generating, initially, the recognition of a contractual asset. Contractual assets are initially recognized at fair value and subsequently measured at amortized cost, less allowances for bad debts, if any.

The effects of the variation in the fair value of certain indemnifiable assets and the acquisition compensation credit impact the line Financial discounts on assets, debts and others in Other financial results, net.

Investments

Governments bonds include the Bonds issued by National, Provincial and Municipal Governments. Securities and bonds are measured at fair value.

Time deposits are held for collection of contractual cash flows, where those cashflows represent solely payments of principal and interest, are measured at amortised cost.

Investments in mutual funds are carried at fair value.

Impairment of Financial Assets

At the time of initial recognition of financial assets (and at each closing), the Company estimates the expected losses, with an early recognition of a provision, pursuant to IFRS 9. F-32

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Regarding trade receivables, and using the simplified approach provided by such standard, the Company measures the allowance for doubtful accounts for an amount equal to the lifetime expected credit losses.

The expected losses to be recognized are calculated based on a percentage of un-collectability per maturity ranges of each financial asset. For such purposes, the Company analyzes the performance of the financial assets grouped by type of market. Such historical percentage must contemplate the future collectability expectations regarding those financial assets and, therefore, those estimated changes in performance.

Derecognition of Financial Assets

The Company derecognizes a financial asset when the contractual rights to the cash flows of such assets expire or when it transfers the financial asset and, therefore, all the risks and benefits inherent to the ownership of the financial asset are transferred to another entity.

f.2) Financial Liabilities

Classification and measurement

Financial liabilities comprise trade payables, borrowings, leases liabilities and certain Other liabilities.

Financial liabilities are initially recognized at fair value and subsequently measured, generally, at amortized cost. For more information about the measurement of Financial liabilities, see Note 22.

Borrowings

Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profit or loss over the period of the borrowings using the effective interest method.

In the case of loan exchange, the Company analyzes whether the modifications therein are substantial or not, in order to define whether it is a cancellation or modification, respectively, of the original liability. If the analysis results in a cancellation, a new liability is recognized. If it is not accounted for as a cancellation, any costs or fees incurred adjust the carrying amount of the borrowing and are amortised over the remaining term of the modified borrowing. The results generated by the renegotiation of loans are included in the line “Borrowings renegotiation results” within Financial results from borrowings.

Other liabilities

Below are some particular issues regarding certain financial liabilities included in Other liabilities.

Funds to be paid to customers correspond to the amounts owed to users of the digital wallet, held by the subsidiary Micro Sistemas. These funds are held in the user’s payment account until the user requests withdrawal.

Derecognition of Financial Liabilities

The Company derecognize a financial liability (or part of it) when it has been extinguished, i.e., when the obligation specified in the corresponding agreement is discharged, repaid or expires.

f.3) Derivatives

Derivatives are recognised at fair value on the date a derivative contract is entered into, and they are subsequently remeasured to their fair value at the end of each reporting period. The accounting for subsequent changes in fair value depends on whether the derivative is designated as a hedging instrument and, if so, the nature of the item being hedged.

Derivatives are used by Telecom and its subsidiaries to manage their exposure to exchange rate and interest rate risks. F-33

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At inception of the hedge relationship, the Company documents the economic relationship between hedging instruments and hedged items, including whether changes in the cash flows of the hedging instruments are expected to offset changes in the cash flows of hedged items. The Company documents its risk management objective and strategy for undertaking its hedge transactions.

DFIs are classified as a non-current asset or liability when the remaining maturity of the hedged item is more than 12 months. They are classified as a current asset or liability when the remaining maturity of the hedged item is less than 12 months.

The effective portion of changes in the fair value of DFI that are designated and qualify as cash flow hedges is recognised in OCI. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss, within “Financial costs”. When a hedge no longer meets the criteria for hedge accounting, gains or losses are immediately reclassified to profit or loss.

Changes in the fair value of DFI that do not meet the criteria for hedge accounting, are recorded in profit or loss.

If the hedged item is a prospective transaction that results in the recognition of a non-financial asset or liability or a firm commitment, the cumulative gain or loss that was initially recognized in OCI is reclassified to the carrying amount of such asset or liability.

For additional information about derivatives instruments, see Note 22.c).

g) Inventories

Inventories are measured at the lower of the restated for inflation cost and net realizable value. The cost is determined under the weighted average price method. The net realizable value represents the estimated selling price in the ordinary course of business less the applicable variable sale costs.

The estimate of the Allowance for obsolescence of inventories is determined for those assets that, at year end, due to the advancement of technology and/or slow rotation, have lost their value.

The value of inventories does not exceed its recoverable value at the end of the year.

h) PP&E

PP&E is measured at acquisition and/or construction cost restated for inflation less accumulated depreciation and impairment losses. Acquisition cost includes expenditure that is directly attributable to the acquisition of the items.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred.

Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profit or loss within “Other operating expenses”. F-34

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Depreciation of PP&E is calculated on a straight-line basis over the ranges of estimated useful lives of each class of assets. The ranges of the estimated useful lives of the main classes of PP&E are the following:


	****	Estimated Useful Life (in years)
Real Estate		5 - 50
Fixed Network and Transportation		4 - 20
Mobile Network Access		3 – 7
Tower and Pole		10 – 20
Switching Equipment		2 – 7
Computer Equipment		3 – 5
Vehicles		5
Goods lent to customers at no cost		2 – 4
Power Equipment and Installations		2 – 12
Machinery, diverse equipment and tools		5 – 10

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

i) Intangible Assets

Intangible assets are valued at their restated for inflation cost, less accumulated amortization (in the case of intangible assets with a finite useful life) and impairment losses, if any.

Intangible assets comprise the following:

- Incremental Costs from the Acquisition of Contracts: These costs are capitalized as intangible assets to the extent the conditions for the recognition of an intangible asset are met, i.e., provided the Company expects to recover those costs and provided they are costs that the Company would not have incurred if the contract had not been successfully obtained. Such assets will be amortized under the straight-line method over the contractual relationship of the related transferred service.

- Licenses

a.	5G licenses: Includes the assignment of 5G spectrum of the frequency bands (3,400-3,500 MHz) assigned to the Company.
b.	3G/4G licenses: Includes the 3G and 4G frequency bands assigned to the Company.
---	---
c.	Núcleo´s licenses: Includes PCS licenses, for spectrum in the 700 MHz band and internet and data transmission licenses.
---	---
d.	PCS and SRCE licenses (Argentina), for which the Company’s Management has considered that the licenses have an indefinite useful life because there is no foreseeable limit to the period over which the asset is expected to generate net cash inflows for the Company. Therefore, these licenses are subject to a recoverability assessment, at least on an annual basis.
---	---

The Company’s management has concluded that the licenses described in a), b) and c) have a finite useful life.

- Customer Relationship: Customer relationship comprises contracts with Telecom’s customers that were incorporated as a result of the merger between Telecom and Cablevisión, as well as those customer contracts identified as a result of acquisitions made by Telecom. They are amortized over the estimated term of the relationship with the acquired customers.

- Brands: It includes the brands Telecom and Personal, which were recognized as a result of the merger between Telecom and Cablevisión. Also, it includes the brand Foptik Internet by fiber optics, incorporated as a result of the acquisition of NYSSA. These brands are not amortized because they are considered to have an indefinite useful life, and, therefore, are subject to evaluation of their recoverability at least annually.

- Content activation: The Company capitalizes payments made for the acquisition of audiovisual content licenses and payments made for co-production of content, which includes direct costs and general production expenses, until the content is made available. F-35

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- Internally generated software: are internally generated developments that meet the capitalization criteria established in IAS 38, among others, that is, those directly attributable to the design and testing of identifiable software, which are recognized as intangible assets when the following criteria are met: a) it is technically feasible to complete the software so that it will be available for use; b) management intends to complete the software and use or sell it; c) there is an ability to use or sell the software; d) it can be demonstrated how the software will generate probable future economic benefits; e) adequate technical, financial and other resources to complete the development and to use or sell the software are available; and f) the expenditure attributable to the software during its development can be reliably measured. These costs include personnel remuneration costs.

Capitalised development costs are recorded as intangible assets and amortised from the point at which the asset is ready for use. Costs associated with maintaining software programs are recognised as an expense as incurred.

- Other: Included exclusivity rights and software rights of use, among others.

Depreciation of intangible assets is calculated on a straight-line basis over the ranges of estimated useful lives of each class of assets. The ranges of the estimated useful lives of the main classes of intangible assets are the following:


		Estimated useful lives (years)
5G licenses		20
3G/4G licenses		15
Núcleo´s licenses		5-10
Customer Relationship		5-14
Incremental Costs from the Acquisition of Contracts		2
Content activation		2
Internally generated software		5-10
Other		2-28

Exchange of non-monetary assets

In accordance with IAS 38, to recognize an intangible asset through an exchange, it must have commercial substance. In that case, the cost of the intangible asset received will be measured at its fair value.

In relation to the spectrum assignment and return process (framed within the guidelines of IAS 38 regarding the exchange of non-monetary assets, see Note 2.e.iv), as of December 31, 2022, the Company recognized a net gain of $2,787 million, recorded under ‘Other operating expenses,’ generated by the difference between the book value and the fair value of the returned spectrum.

j) Assets classified as held for sale

According to IFRS 5, non-current assets are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use and a sale is considered highly probable. They are measured at the lower of their carrying amount and fair value less costs to sell, except for certain exceptions.

An impairment loss is recognised for any initial or subsequent write-down of the asset to fair value less costs to sell. A gain is recognised for any subsequent increases in fair value less costs to sell of an asset, but not in excess of any cumulative impairment loss previously recognised. A gain or loss not previously recognised by the date of the sale of the noncurrent asset is recognised at the date of derecognition.

Non-current assets are not depreciated or amortised while they are classified as held for sale and are presented separately from the other assets in statements of financial position.

In June 2024, the Company classified two properties as available for sale, resulting in the reclassification of $2,157 million to the line item “Assets classified as held for sale.” F-36

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In December 2024, the Company completed the sale and transfer of title for one of the properties, with the fair value less sales costs amounting to $1,277 million. Consequently, the Company recorded a net gain of $885 million as of December 31, 2024, which was recognized under “Other operating costs.”

As of December 31, 2024, one property remains classified as held for sale, valued at $1,765 million.

The Company’s Management estimates that the title of this property will be transferred before June 2025.

Sale of the property “Costanera”

In 2022, the Company entered into an agreement for the sale of the ‘Costanera’ building, which was subject to the authorization of the sale by ENACOM. The sale price amounted to US$6 million net of selling expenses.

In October 2023, the Company signed the deed and delivered possession of the property.

Finally, considering that the carrying amount of the assets associated with the sale exceeded its recoverable value, which has been calculated based on fair value less costs of disposal (classified as level 1 in the fair value hierarchy), the Company, as of December 31, 2023 and 2022, recognized an impairment of $301 million and $12,036 million, respectively, recorded under Depreciation, Amortization and Impairment of Fixed Assets.

k) Right of use assets and lease liabilities

Telecom maintains several contracts that fall under the definition of leases in accordance with IFRS 16, which can be summarized as follows: a) sites leases (for antenna placement); b) real estate leases (for commercial offices and others); c) poles leases (for wiring layout); d) dark fiber rights of use (for data transmission) and e) space leases (for localization of own antennas).

Right of use assets are measured at restated for inflation cost comprising 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.

The average useful life is estimated at 1-6 years and the amortization of the right-of-use assets is calculated on a straight-line basis over the lease term of each agreement, except in those cases where the Company will exercise a call option, which will be amortized according to the useful life of the asset.

Lease liabilities include the net present value of the fixed payments (including in-substance fixed payments), less any lease incentives receivable, the variable lease payments that are based on an index or a rate, initially measured using the index or rate as at the commencement date, the amounts expected to be payable by the Company under residual value guarantees, the exercise price of a purchase option if the Company is reasonably certain to exercise that option, and the payments of penalties for terminating the lease, if the lease term reflects the Company exercising that option.

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases in the group, the lessee’s incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.

The financial results generated by lease liabilities (interest and exchange differences) are included in Other foreign currency exchange gains (losses) and Other interests, net within Other financial results, net.

Finally, the Company is 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 reassessed and adjusted against the right-of-use asset. F-37

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l) Goodwill

Goodwill is measured as described in item d.7) of this Note. Goodwill has indefinite useful life and its recoverable value must be assessed at least once a year.

m) Impairment of Fixed Assets

The Company assesses whether there are any indicators of impairment in the value of the assets that are subject to amortization, contemplating both internal and external factors.

Intangible assets with an indefinite useful life and goodwill are not subject to amortization and are tested for impairment at least annually, at closing date of every year, or more frequently if events or circumstances indicate that they might be impaired.

The carrying value of an asset is considered impaired by the Company when it is higher than its recoverable value, which is the higher of the fair value (less direct selling costs) and its value in use. In this case, a loss shall be immediately recognized in the consolidated statement of income.

To assess impairment losses, the Company groups the assets into cash-generating units (CGU), which represent the smallest group of assets that generates independent cash inflows of the cash flows derived from other assets or groups of assets. The Company has defined, according to the characteristics of the services provided and its Fixed Assets that the operations carried out by the Company and its subsidiaries in Argentina of ICT services comprise a single CGU (CGU Telecom), and each foreign subsidiary and associate and other subsidiaries in Argentina offering other services than ICT services, represent separates CGUs. According to this, the net book value of a CGU includes goodwill, intangible assets with an indefinite useful life and assets with a defined useful life.

The table below shows the impairment recognized by concept:


		As of December 31,
		2024		2023		2022
		Gain (loss)
Return of radioelectric spectrum (See Note 2.e.iii)		—		—		(18,140)
Assets classified as held for sale (See Note 3.j)		—		(301)		(12,036)
Telecom Goodwill (See Note 3.u.1)		—		—		(1,653,965)
Goodwill allocated to subsidiaries		—		—		(433)
Others (a)		1,106		(382)		15,453
Total	****	1,106	****	(683)	****	(1,669,121)
a)	In 2022, it includes recovery of provisions for $14,749 million related to works in progress that were completed during that fiscal year.
---	---

Except for the above mentioned, no other significant impairments have been identified as a result of the evaluation realized.

The possible reversal of PP&E, intangible assets and rights of use assets impairment losses is reviewed for the issuance of all consolidated financial statements. The net effects of the constitution and recovery of the above-mentioned impairments are recorded under “Impairment of Fixed Assets”, which is described in Note 24.

For further information on recoverability of goodwill analysis, see item u.1) - “Recoverability of Goodwill” to this Note. F-38

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n) Other liabilities

Pension Benefits

Pension benefits shown under Other liabilities represent accrued benefits under collective bargaining agreements for employees who retire upon reaching normal retirement age, or earlier due to disability in Telecom Argentina. Benefits consist of the payment of a single lump sum equal to the salary of one month for each five years of service at the time of retirement due to retirement age or disability. The collective bargaining agreements do not provide for other post-retirement benefits such as life insurance, health care, and other welfare benefits.

The net periodic pension costs are recognized in the income statement, segregating the financial component, as employees render the services necessary to earn pension benefits. However, actuarial gains and losses should be presented in the statements of comprehensive income. Actuarial assumptions and demographic data, as applicable, were used to measure the benefit obligation as required by IAS 19, as amended. The Company does not make plan contributions or maintain separate assets to fund the benefits at retirement.

The actuarial assumptions used are based on market interest rates, experience and the best estimate made by the Company’s Management of the future economic conditions. Changes in these assumptions may impact future benefit costs and obligations. The main assumptions used in determining expense and benefit obligations are the following:


	****	2024	****	2023	****	2022
Discount Rate (1)		3.0% - 7.7%		4.2% - 12.2%		6.0% - 11.6%
Projected increase rate in compensation		10.0% - 31.0%		32.0% - 175.0%		52.0% - 83.1%
1)	Represents real discount rates.
---	---

Additional information on pension benefits is provided in Note 18.

Deferred revenues on prepaid credit

Revenues from unused traffic and data packs for unexpired prepaid credits are deferred and recognized as revenue when they are used by customers or when such credit expires, whichever happens first.

Deferred revenues on connection fees

Non-refundable up-front connection or installation fees for fixed telephony, data, cable and Internet services are deferred over the term of the contract, or in the case of indefinite period contracts, over the average period of customer relationship.

Deferred Revenues on International Capacity Leases

Under certain network capacity purchase agreements, the Company sells excess purchased capacity to other carriers. Revenues are deferred and recognized as services are provided.

o) Salaries and Social Security Payables

These include unpaid salaries, vacation and bonuses and their related social security contributions, as well as termination benefits, and are measured at the amounts expected to be paid when the liabilities are settled.

Termination benefits represent severance indemnities that are payable when employment is terminated in accordance with labor regulations, or when, at the discretion of the Company, an employee is offered severance in exchange for these benefits. F-39

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In the case of severance compensations resulting from agreements with employees leaving the Company upon acceptance of voluntary redundancy, the compensation is usually comprised of a special cash bonus paid upon signing the severance agreement, and in certain cases may include a deferred compensation, which is payable in monthly installments calculated as a percentage of the prevailing wage at the date of each payment (“prejubilaciones”). The employee’s right to receive the monthly installments mentioned above starts on the date they leave the Company and ends either when they reach the legal mandatory retirement age or upon the decease of the beneficiary, whichever occurs first.

p) Taxes Payable

The main taxes that have an impact on net income are the following:

Income Tax

The income tax expense or credit for the period is the tax payable on the current period’s taxable income, based on the applicable income tax rate for each jurisdiction, adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.

Income tax is recognized in the consolidated income statement, except to the extent that they relate to items recognized in Other comprehensive income or in equity, in which case they will also be recognized under such items. The income tax expense for the year comprises current and deferred tax.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the company and its subsidiaries operate and generate taxable income. Management periodically evaluates uncertain tax positions taken based on what is described in section u.4 of this note.

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements, whose reversals in the future will have an impact on taxable income. The deferred tax asset / liability is disclosed under a separate item of the Consolidated Statements of Financial Position.

Deferred tax assets (including unused tax loss carryforwards) are recognised only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Tax loss carryforwards may be computed against future taxable income for a maximum of five years, except for Chile where tax loss carryforwards have no statute of limitations.

Deferred tax assets that may arise from differences related to investments in controlled companies will be recognized whenever it is probable that the temporary differences will reverse in the foreseeable future and that taxable profits are available against which said temporary differences can be used.

Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets and liabilities and where the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

A deferred tax asset shall be subjected to a recoverability test at the end of every reporting period in line with what is described in section u.3 of this note.

In Argentina, since fiscal year 2021, Law No. 27,630 stablished an increasing rate scale related to the taxable income of each taxpayer, which is adjusted annually starting in fiscal year 2022 according to the CPI of October of the prior year to the adjustment, with respect to the same month of the previous year. F-40

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The scales of rates in force in each year presented based on the taxable income are detailed below:

Rate	2024	2023	2022
25%	Up to $34.7 million	Up to $14.3 million	Up to $7.6 million
30%	For the exceeding of $34.7 million and up to $347 million	For the exceeding of $14.3 million and up to $143 million	For the exceeding of $7.6 million and up to $76 million
35%	For the exceeding of $347 million	For the exceeding of $143 million	For the exceeding of $76 million

In addition, there is in force a withholding tax regime on distributed dividends of 7% applicable to shareholders who are Argentine resident individuals and to nonresident shareholders.

In Argentina, cash dividends received from a foreign subsidiary are computed on the statutory income tax rate under the application of the “world rate” principle. However, as per tax law, income taxes paid abroad may be recognized as tax credits, both the income tax paid abroad by the subsidiary and the withholding tax on cash dividends.

The statutory income tax rate in Uruguay was 25% for all years presented.

The statutory income tax rate in Paraguay was 10% for all years presented. Telecom Argentina recognized a deferred tax liability arising from the effect of the difference in the income tax rates between Argentina and Paraguay on the accumulated profits because it is probable that these accumulated profits will flow in the form of dividends subject to income tax. Additionally, there is a tax on dividends and profits with a rate of 8% for individuals or legal entities residing in Paraguay and 15% for non-residents.

In the USA, the federal flat income tax rate is 21%. For the State of Florida, the income tax rate is 5.5%. Additionally, the subsidiaries MFH, Naperville, and Saturn are not subject to income tax in the USA as they are “Foreign-owned US disregarded” LLCs.

In Chile, the income tax rate for companies under the Pro Pyme regime (as is the case of Ubiquo) is 10% for fiscal year 2023 and 12.5% for fiscal year 2024. Starting in fiscal year 2025, 25% will apply.

Income Tax Inflation Adjustment

In accordance with the provisions of the regulations in force in the Income Tax Law, the Company applies the income tax inflation adjustment set out in Title VI of the income tax law since fiscal year 2019, as since that year the variation of the CPI required was verified by the regulation.

The income tax inflation adjustment corresponding to fiscal years beginning on or after January 1, 2021, is fully charged to the fiscal year.

Additionally, it was established, in general, the update of the cost of several assets -in case of disposal- and the update of computable depreciation of Fixed Assets, to all acquisitions or investments made in fiscal years beginning on January 1, 2018 based on changes in the CPI. F-41

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On December 1, 2022, the Law No. 27,701 was enacted, which provided that taxpayers who determine a positive inflation adjustment in the first and second fiscal years beginning on January 1, 2022 may allocate one-third in that fiscal period and the remaining two-thirds in equal parts to the two immediately following fiscal periods. The computation in the indicated manner will proceed for those subjects who make investments in the purchase, construction, manufacture, elaboration or import of Fixed Assets (except automobiles) during each of the immediate fiscal periods following the computation of first third, for an amount greater than or equal to the 30 billion pesos. Given that the Company made investments during 2023 and 2024 - and plans to do so in 2025 - for more than $30 billion per year, as of December 31, 2022, and 2023, it has determined the tax inflation adjustment by imputing it as stipulated in Law No. 27, 701.

Other Taxes and fees

In addition, the Company is affected by various taxes and fees that affect its activity, such as: a) VAT, b) internal taxes, c) export duties, d) tax on bank credits and debits, e) turnover tax, f) municipal fees, g) SU contribution, h) ENACOM’s control, inspection and verification fee and Radioelectric Rights, i) tax on audiovisual communication services, among others.

PAIS Tax on Imports of Services and Goods

On July 24, 2023, PEN issued Decree No. 377/2023, regulated through the RG (AFIP) No. 5,393, which provides that all purchases of foreign currency made by residents in the country on or after July 24, 2023 for the payment of obligations related to the activities detailed below will be subject to the PAIS tax (Spanish acronym for the phrase “For an Inclusive and Supportive Argentina”):

i) Acquisition of certain services described in the decree provided from abroad or services provided by non-residents within the country. In these cases, at the time of access to MULC, a tax perception of 25% will be applied on the amount in pesos disbursed. The same is provided for freight and other transportation services for import or export operations of goods, or their acquisition in the country when they are provided by non-residents, being in these cases, the tax perception of 7.5%. Which, through Decree No. 29/2023, published in the Official Gazette on December 31, 2023 and regulated by RG (AFIP) No. 5,464, said rate was raised to 17.5% as of December 13, 2023.

ii) The import of goods included in the Mercosur Common Nomenclature (NCM, for its Spanish acronym) except for products listed in the Decree. In these cases, the regulation provided for the application of a 7.5% tax rate, said rate was raised to 17.5% as of December 13, 2023. Through RG (AFIP) No. 5,393, AFIP establishes the application of a payment on account of 7.125% that will be calculated based on the FOB value stated in the import declaration and must be made at the time of formalizing the import declaration. Said payment on account may be deducted from the determined tax of 7.5% that is applicable at the time of access to the exchange market. Through RG (AFIP) No. 5,464, the payment on account was raised to 16.625% as of December 13, 2023.

Additionally, on December 22, 2023, the PEN issued Decree No. 72/2023, regulated through GR (AFIP) No. 5,468, which stipulates that the subscription in pesos of bonds or securities issued in US dollars by the Central Bank of Argentina (BCRA) is subject to the PAIS tax (Spanish acronym for the phrase “For an Inclusive and Supportive Argentina”) by those who hold debts for imports of goods with customs entry registration and/or imports of services - as established by the BCRA - effectively provided, up to and including December 12, 2023. Such imports must fall within the scope of the provisions of Decree No. 377/2023. The tax rate shall be 0% for subscriptions made up to and including January 31, 2024. Starting February 1, 2024, the tax rate is the one applicable to the import of goods with customs entry registration and/or import of services - as established by the BCRA - effectively provided up to and including December 12, 2023, for which the bonds or securities are subscribed.

The tax described is an expense that, by its nature, is caused by a financial transaction, which is the payment of an obligation with third parties. Consequently, and following its accounting policy, the Company has defined its disclosure in the consolidated income statement in the line “Other financial results, net” as “Other taxes and bank expenses”. As of December 31, 2024 and 2023, the expense recognized by this tax amounts to $56,416 million and $7,302 million , respectively.

As provided in Law No. 27.541, the validity of the PAIS Tax ended on December 22, 2024. F-42

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q) Provisions

The Company records provisions when it has a present, legal or constructive obligation, to a third party, as a result of a past event, when it is probable that an outflow of resources will be required to satisfy the obligation and when the amount of the obligation can be estimated reliably.

If the effect of the time value of money is material, and the payment date of the obligations can be reasonably estimated, provisions to be accrued are the present value of the expected cash flows, considering the risks associated with the obligation. The increase in the provision due to the passage of time is recognized as finance expenses within “Other financial results, net”. For more information, see Note 19.

Provisions also include the expected costs of dismantling assets and restoring the corresponding site if a legal or constructive obligation exists.

r) Dividends

Dividends payables are reported as a change in equity in the year in which they are approved by the Shareholders’ Meeting.

For non-cash assets dividends, dividends payable are valued at the fair value of the assets to be delivered.

s) Merger Surplus

Due to the merger between Telecom Argentina (surviving entity and accounting acquired) and Cablevisión (absorbed entity), a merger surplus was generated, which mainly reflects the difference between the fair value of the consideration transferred and the book value of the equity of Telecom Argentina as of the effective date of the merger, which took place on January 1, 2018.

t) Net Earnings (losses) per Share

Basic earnings (loss) per share is calculated by dividing the net income (loss) attributable to owners of the Parent by the weighted average number of ordinary shares outstanding during the year. On the other hand, diluted earnings (losses) per share is computed by dividing the net income (loss) for the year by the weighted average number of common shares issued and dilutive potential common shares at the closing of the year. Since the Company has no dilutive potential common stock outstanding, diluted earnings (losses) per share and basic earnings (losses) per share are the same.

For the years ended December 31, 2024, 2023 and 2022 the weighted average number of shares outstanding amounted to 2,153,688,011.

u) Use of Estimates

The preparation of consolidated financial statements requires the Company’s Management to make estimates and assumptions based also on significant judgments, experience and hypotheses considered reasonable and realistic in relation to the information known at the time of the estimate.

Such estimates have an effect on the measurement of assets and liabilities and disclosure of contingent assets and liabilities at the date of these consolidated financial statements as well as the measurement of revenues and costs during the year. Actual results could differ, even significantly, from those estimates because of possible changes in the factors considered in the determination of such estimates. Estimates are reviewed periodically. F-43

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The main accounting estimates and assumptions which require significant judgments, that could affect the valuation of assets and liabilities, are addressed below:

u.1) Recoverability of Goodwill

As indicated in section m) of this Note, the Company monitors goodwill and determines its recoverable value using the higher value between its fair value less costs of disposal and its value in use.

a) Year 2024

As of December 31, 2024, the Company reviewed the estimated recoverable value which was calculated based on the fair value less the costs of disposal of CGU Telecom, since it was higher than the value in use on the same date.

In order to determine the fair value less the costs of disposal, which amounted to $11,128,150 million as of December 31, 2024, the Company’s Management has considered the market capitalization value of CGU Telecom based on an average share market price of $2,635 per share of Telecom (calculated based on market prices in BYMA weighed by the volume of the transactions corresponding to the three-month period prior December 31, 2024).

The Company’s Management has used this valuation method because the share market price is volatile and subject to wide fluctuations, mainly due to the complex macroeconomic environment in the country.

In order to determine the fair value of the CGU Telecom, the above-mentioned market capitalization value was adjusted by (i) the estimated fair value of other CGUs; (ii) the effect of the net liabilities not subject to this impairment testing, calculated at their estimated fair value; (iii) the effect of a 29% control premium (determined by the Company with the assistance of independent advisors, based in the values observed in market transactions for the ICT Services industry for the period 2015 to 2024); and (iv) estimated disposal costs for an orderly transaction, which include costs such as legal and advisory fees that could be directly associated with the sale of the CGU Telecom. Therefore, the fair value qualifies as level 2 of fair value hierarchy in accordance with IFRS 13.

As a result of the calculation mentioned above, the recoverable value exceeded the carrying amount of the CGU Telecom by approximately 14.5%.

As a sensitivity analysis, the Company has evaluated that variations in the following key assumptions would equate the fair value less costs of disposal with the carrying amount of the Telecom CGU, noting that:

a)	Decreasing a 19.2% the market capitalization value, and keeping the rest of the assumptions stable, the fair value less disposal costs would equal its carrying amount of the CGU.
b)	Decreasing a 85.5% control premium, and keeping the rest of the assumptions stable, the fair value less disposal costs would equal its carrying amount of the CGU.
---	---

As of December 31, 2024, the results of recoverability test were satisfactory, therefore, no impairment has been recorded.

Regarding the tests carried out for foreign Goodwill, they were satisfactory, therefore, as of December 31, 2024, no impairment has been recorded.

b) Year 2023

As of December 31, 2023, the Company reviewed the estimated recoverable value which was calculated based on the fair value less the costs of disposal of CGU Telecom, since it was higher than the value in use on the same date.

In order to determine the fair value less the costs of disposal, which amounted to $13,055,731 million as of December 31, 2023, the Company’s Management has considered the market capitalization value of CGU Telecom based on an average share market price of $1,321.4 ($2,877.5 in current currency as of December 31, 2024) per share of Telecom (calculated based on market prices in BYMA weighed by the volume of the transactions corresponding to the three-month period prior December 31, 2023). F-44

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In order to determine the fair value of the CGU Telecom, the above-mentioned market capitalization value was adjusted by (i) the estimated fair value of other CGUs; (ii) the effect of the net liabilities not subject to this impairment testing, calculated at their estimated fair value; (iii) the effect of a 29% control premium (determined by the Company with the assistance of independent advisors, based in the values observed in market transactions for the ICT Services industry for the period 2015 to 2023); and (iv) estimated disposal costs for an orderly transaction, which include costs such as legal and advisory fees that could be directly associated with the sale of the CGU Telecom. Therefore, the fair value qualifies as level 2 of fair value hierarchy in accordance with IFRS 13.

As a result of the calculation mentioned above, the recoverable value exceeded the carrying amount of the CGU Telecom by approximately 27.9%.

The Company has considered the following sensitivity analysis of the recoverability test, evaluating reasonably possible changes in the key assumptions:

c)	Decreasing a 35.6% the market capitalization value, and keeping the rest of the assumptions stable, the fair value less disposal costs would equal its carrying amount of the CGU.
d)	if the Company had not considered a control premium, keeping the rest of the premises stable, the fair value less disposal costs would would be 10.3% higher the carrying amount of the CGU.
---	---

As of December 31, 2023, the results of recoverability test were satisfactory, therefore, no impairment has been recorded.

Regarding the tests carried out for foreign Goodwill, they were satisfactory, therefore, as of December 31, 2023, no impairment has been recorded.

c)	Year 2022

c.1) Impairment of Goodwill as of September 30, 2022

As of September 30, 2022, the events of Covid-19 pandemic and the international conflict between Ukraine and Russia, added to the prevailing political conditions, negatively affected the Argentine economy in general and the stock market. in particular, the Company’s Management identified the need to review the estimate of the recoverable value of goodwill assigned to the CGU Telecom.

As of September 30, 2022, the Company determined the recoverable value as fair value less costs of disposal, since it was higher than the value in use.

In order to determine the fair value less the costs of disposal of the CGU Telecom, which amounted to $19,039,036 million as of September 30, 2022, the Company’s Management has considered the market capitalization value based on an average share market price of $265.9 ($2,115.0 in current currency as of December 31, 2024) per share (calculated based on market prices in BYMA weighed by the volume of the transactions corresponding to the three-month period prior September 30, 2022).

The Company’s Management has used this valuation method because the share market price is volatile and subject to wide fluctuations, mainly due to the difficult macroeconomic environment.

In order to determine the fair value of the CGU Telecom, the above-mentioned market capitalization value was adjusted by (i) the estimated fair value of other CGUs; (ii) the effect of the net liabilities not subject to this impairment testing, calculated at their estimated fair value; (iii) the effect of a 28.6% control premium (determined by the Company with the assistance of independent advisors, based in the values observed in market transactions for the ICT Services industry); and (iv) estimated disposal costs for an orderly transaction, which include costs such as legal and advisory fees that could be directly associated with the sale of the CGU. Therefore, the fair value qualifies as level 2 of fair value hierarchy in accordance with IFRS 13. F-45

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As a result of the calculation mentioned above, the carrying amount of the CGU Telecom exceed the recoverable value by $1,653,965 million. Consequently, as of September 30, 2022, the Company recognized an impairment of goodwill for that amount, which is recorded in the line “Depreciation, amortization and impairment of Fixed Assets” of the Consolidated Income Statement, not affecting other Fixed Assets of the Company.

c.2)  As of December 31, 2022

As of December 31, 2022, the Company reviewed again the estimated recoverable value which was calculated based on the value in use, since it was higher than the fair value less the costs of disposal on the same date.

The cash flows used as the basis for calculating the value in use corresponded to the budget 2023 approved by Management which was used as the basis for cash flow projections until 2027.

In order to determine the terminal value of the cash-generating unit, the Company considered a normalized constant cash flow taking into consideration a long-term growth rate of normalized constant cash flow of 2.26%, consistent with ICT industry ratios.

For the preparation of such cash flows, the Company considered the current market situation in which Telecom operated. Likewise, the Company’s Management made estimates based on past performance and the future behavior of certain sensitive market assumptions, among them, the revenues, the discount rate after income tax, long-term growth rate of normalized constant cash flow and certain macroeconomic variables such as inflation and exchange rates.

Cash flows were discounted at a WACC of 11.04%, which reflected the specific risks related to the industry and the country in which the Company operates.

As a result of the calculation mentioned above, the value in use exceed the carrying amount of the CGU Telecom by approximately 3.4%.

The Company has considered the following sensitivity analysis of the recoverability test, evaluating reasonably possible changes in the key assumptions:

a)	Decreasing the long-term growth rate of normalized constant cash flow to 1.89%, and keeping the rest of the assumptions stable, the value in use would equal its carrying amount of the CGU Telecom.
b)	Increasing the WACC to 11.31%, and keeping the rest of the assumptions stable, the value in use would equal its carrying amount of the CGU Telecom.
---	---
c)	Decreasing the revenues by 1% for the cash flow period 2023-2027, and keeping the rest of the assumptions stable, the value in use would equal its carrying amount of the CGU Telecom.
---	---

As of December 31, 2022, the results of recoverability test were satisfactory, therefore, no impairment has been recorded in addition to described in section c.1).

Regarding the tests carried out for foreign Goodwill, they were satisfactory, therefore, as of December 31, 2022, no impairment has been recorded.

u.2) Useful lives and residual value (non-amortizable) of PP&E and Intangible assets

PP&E and intangible assets with definite useful lives are depreciated or amortized on a straight-line basis over their estimated useful lives. The determination of the depreciable amount of the assets and their useful lives involves significant judgment. The Company periodically reviews, at least at each financial year-end, the estimated useful lives and the residual value of its PP&E and amortizable intangible assets. F-46

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u.3) Income Tax and deferred tax: recoverability assessment of deferred tax assets and other tax receivables

Income taxes (current and deferred) are calculated in Telecom and its subsidiaries according to a reasonable interpretation of the tax laws in effect in each jurisdiction where the companies operate. The recoverability assessment of deferred tax assets sometimes involves complex estimates to determine taxable income and deductible and taxable temporary differences between the carrying amounts and the taxable amounts. In particular, deferred tax assets are recognized to the extent that future taxable income will be available against which they can be utilized. The measurement of the recoverability of deferred tax assets takes into account the estimate of future taxable income based on the Company’s projections.

The actual moment of the future taxable revenues and deductions may differ from those estimated, and may produce an impact on future income.

On the other hand, the recoverability assessment of the tax receivable related to the actions of recourse filed by the Company in connection with income tax inflation adjustment (Note 15), is based on the existing legal arguments and future behavior of Tax Courts and the National Tax Authority in revising the claims filed by the Company.

u.4) Uncertain tax positions

The Company’s Management periodically evaluates the positions taken in tax returns regarding situations in which the applicable tax regulation is subject to interpretation considering the probability that the tax authority will accept each treatment, and, if applicable, records tax provisions to reflect the effect of uncertainty for each treatment based on the amount estimated to be paid to the tax authorities.

If the final tax result with respect to uncertain treatments is different from the amounts that were recognized, such differences will have an effect on income tax and deferred tax provisions in the year in which such determination is made.

Uncertain tax positions are described in Note 15 under the headings “Income Tax – Reimbursement Claims filed with the Tax Authority” resulting from reimbursement claims filed with the AFIP to claim the full income tax overpaid for fiscal years 2009-2017 under the argument that the inability to apply income tax inflation adjustment is confiscatory and “Income Tax – Inflation adjustment for tax purposes” which describes the criteria followed by the Company by which it has calculated in its tax return corresponding to fiscal year 2021 the restated tax amortization of all its fixed and intangible assets pursuant to Articles 87 and 88 of the Income Tax Law and applying the tax loss carryforwards from previous years in accordance with the restatement mechanism provided under Article 25 of such Law, a criterion that was applied for the determination of the income tax provision for the 2024 year.

u.5) Provisions for Legal Claims and contingent liabilities

The Company is subject to proceedings, lawsuits and other claims related to labor, civil, tax, regulatory and commercial. In order to determine the proper level of provisions, Management assesses the likelihood of any adverse judgments or outcomes related to these matters as well as the range of probable losses that may result from the potential outcomes. Internal and external legal counsels are consulted on these matters. A determination of the amount of provisions required, if any, is made after analysis of each individual issue.

The determination by the Company’s Management of the required provisions may change in the future, among other reasons, due to new events that occur in each claim, or facts not known at the time of the evaluation of the cases or changes in the jurisprudence or applicable legislation.

u.6) Allowance for Bad Debts

The recoverability of trade receivables is measured by considering the aging of the accounts receivable balances, un-subscription of customers, historical write-offs, public sector and corporate customer creditworthiness and changes in the customer payment terms, as well as the estimates regarding future performance, assessing the expected credit loss in accordance with IFRS 9. If the financial condition of the customers were to deteriorate, the actual write-offs could be different from expected. F-47

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v) New Standards and Interpretations issued by the IASB

v.1) New Standards and Interpretations issued by the IASB applied by the Company

The Company has applied the following new standards and amendments for the first time from January 1, 2024:

Standards and amendments	Description	Mandatory application date for years beginning on or after
Amendments to IFRS 16	Measurement of the lease liability in a sale and leaseback transaction	January 1, 2024
Amendments to IAS 1	Classification of liabilities as current and non-current exposed to covenants	January 1, 2024
Amendments to IAS 7 and IFRS 7	Disclosure requirements to enhance the transparency of supplier finance arrangements and their effects on a company’s liabilities, cash flows and exposure to liquidity risk.	January 1, 2024

The application of the detailed amendment did not generate any impact on the results of operations or the financial situation of the Company.

Additionally, the Company has adopted the agenda decision issued by the IFRIC on July 8, 2024, related to clarifications on what income and expense information should be disclosed according to IFRS 8.

v.2) New Standards and Interpretations issued by the IASB not in force

As of the date to prepare these consolidated financial statements, the following new standards and amendments to the existing ones are mandatory for periods beginning after December 31, 2024:

Standards and amendments	Description	Mandatory application date for years beginning on or after
Amendments to IAS 21	Lack of Exchangeability: Evaluation when a currency is exchangeable into another currency;	January 1, 2025
Amendments to IFRS 7 and 9	Classification and Measurement of Financial Instruments	January 1, 2026
Amendments to IFRS 7 and 9	Financial effects of nature-dependent electricity contracts, such as Power Purchase Agreements (PPAs) that rely on sources like wind and solar energy. Clarification, measurement, and disclosure.	January 1, 2026
IFRS 18	Presentation and disclosure in financial statements	January 1, 2027

If new standards or their amendments permit early adoption, it should be noted that on August 15, 2023, the CNV issued General Resolution No. 972/23, which does not allow early application of new IFRS Accounting Standards or their amendments, except that the CNV specifically permitted at the time of adoption. Management is analyzing the potential impacts of such standards.

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NOTE 4 – CASH AND CASH EQUIVALENTS AND INVESTMENTS. ADDITIONAL INFORMATION ON THE CONSOLIDATED STATEMENTS OF CASH FLOWS

a) Cash and cash equivalents and Investments


	As of December 31,
Cash and cash equivalents	2024	****	2023
Cash and Banks (1)	121,753		198,094
Time deposits	104,974		77,412
Mutual funds	91,592		30,282
Government bonds at fair value through profit or loss	—		42,142
Total cash and cash equivalents	318,319	****	347,930

(1) As of December 31, 2024 and 2023, includes restricted funds for 8,738 million and 7,219 million (15,720 million in current currency as of December 2024), respectively corresponding to the funds to be paid to customers.

Investments
Current
Government bonds at fair value through profit or loss	11,386		242,456
Time deposits	20,632		26,371
Mutual funds	1,566		1,132
	33,584	****	269,959
Non- current
Investments in associates and joint ventures(a)	13,608		51,877
2003 Telecommunications Fund	1		1
	13,609		51,878
Total investments	47,193	****	321,837

All values are in US Dollars.

(a)	Information on Investments in associates and joint ventures is detailed below:

Financial position information:


	****		****		****		****	Percentage	****		****
								(direct and
								indirect) of
								capital stock
		Nature of						owned and		Valuation as		Valuation as
Companies		relationship		Main activity		Country		voting rights (%)		of 12.31.2024		of 12.31.2023
Ver TV (1) (3)		Associate		Community Closed-circuit television		Argentina		—		—		22,850
TSMA (1) (2) (3)		Associate		Community Closed-circuit television		Argentina		—		—		8,343
La Capital Cable (1)		Associate		Closed-circuit television		Argentina		50.00		4,711		4,898
OPH (1) (4) (5)		Joint venture		Holding		USA		50.00		8,897		15,786
Total									****	13,608	****	51,877

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Earnings (loss) information:


		Years ended December 31,
		2024		2023		2022
Ver TV		(7,182)		(3,859)		2,800
TSMA		(156)		(1,796)		1,845
La Capital Cable		323		712		908
OPH		(3,461)		832		—
Costs related to the sale of Ver TV (Note 28.1)		(998)		—		—
Total	****	(11,474)	****	(4,111)	****	5,553
(1)	Data about the issuer arises from extra-accounting information.
---	---
(2)	As of December 31, 2023, despite owning a percentage higher than a 50% of interest, the Company did not have the control in accordance with the requirements of IFRS Accounting Standards.
---	---
(3)	During September 2024, the Company acquired an additional 49.9% equity interest in TSMA by exchanging 49% of its equity interest in Ver TV. For this transaction, the Company recognized a loss of $2,720 million. For more details, see Note 28.1).
---	---
(4)	In April 2023, the Company has acquired a 50% shareholding in OPH.
---	---
(5)	As of December 31, 2024, includes $(3,428) million of currency translation adjustments.
---	---

The evolution of investments in associates and joint ventures is as follows:


		As of December
	****	2024	****	2023
At the beginning of the year	****	51,877	****	43,713
Losses for the year		(10,476)		(4,111)
Reduction of interest in associate		(23,352)		—
Dividends from associates		(1,013)		(2,679)
Acquisitions		—		14,954
Currency translation adjustments		(3,428)		—
At the end of the year	****	13,608	****	51,877

b) Additional information on the consolidated statements of cash flows

Changes in assets/liabilities components:


		December 31,
Net (increase) decrease in assets		2024	****	2023	****	2022
Trade receivables		(260,840)		(387,536)		(224,190)
Other receivables		(81,291)		(195,643)		(153,225)
Inventories		(6,388)		(45,447)		(15,936)
	****	(348,519)	****	(628,626)	****	(393,351)
Net increase (decrease) in liabilities
Trade payables		20,900		736,601		375,298
Salaries and social security payables		83,601		157,794		128,459
Other taxes payables		64,669		95,759		(78,922)
Other liabilities and provisions		(7,401)		39,261		(4,090)
	****	161,769	****	1,029,415	****	420,745

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Non-cash investing and financing activities

Main non-cash transactions from the consolidated statement of cash flows are the following:


				December 31,
Description	****	Classification of activities	****	2024	****	2023	****	2022
PP&E and intangible assets acquisition financed with accounts payable		Investing - Operating		203,394		301,013		186,567
Right of use assets acquisition owed		Investing - Financing		237,298		186,447		142,387
Joint ventures acquisition cancelled with government bonds		Investing - Investing		—		1,191		—
Other liabilities for acquisition of companies and joint ventures		Investing - Operating		—		8,552		4,129
Other receivables offset with acquisition of companies and joint ventures		Investing - Operating		8,332		—		—
Dividends payment made with investments not considered as cash and cash equivalents (See “Dividends paid”)		Investing - Financing		118,854		227,443		306,909
Trade payables cancelled with borrowings		Financing - Operating		23,425		74,268		72,805
Trade receivables cancelled with government bonds		Investing - Operating		—		—		4,551
Trade payables cancelled with government bonds		Investing - Operating		21,026		—		—
Exchange Notes		Financing - Financing		133,156		—		—
Transaction with non-controlling interest offset against other receivables		Financing - Operating		1,304		—		—
Dividend payable from subsidiaries		Financing - Operating		825		—		—

Dividends received from associates

Brief information on dividends received by the Company is provided below:


				Distributed amount						Dividends collected
								Current currency				Current currency
		Paying		Distribution		Currency of the		as of December 31,		Collection		as of December 31,
Year	****	Company	****	month	****	transaction date	****	2024	****	month	****	2024
2024		Ver TV		March, 2024		281		404		March, 2024		404
		Ver TV		June, 2024		70		85		June, 2024		85
		La Capital Cable		May, 2024		400		510		May, 2024		510
		TSMA		April, 2024		10		14		May, 2024		14
								1,013				1,013
2023		Ver TV		March, 2023		130		724		April, 2023		667
		Ver TV		November, 2023		217		592		November, 2023		592
		La Capital Cable		April, 2023		200		936		May, 2023		936
		TSMA		July, 2023		101		427		July, 2023		427
					****			2,679				2,622
2022		Ver TV		January, 2022		104		1,322		January, 2022		1,322
		TSMA		January, 2022		28		356		January, 2022		356
		La Capital Cable		September, 2022		343		2,728		October, 2022		2,492
					****		****	4,406				4,170

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Dividends paid

Distribution of non-cash dividends


	****		Distributed amount
			Currency of the	****	Current currency as of
Year		Government Bonds and Nominal Value	transaction date		December 31, 2024
2024 ^(1)^		2030 Global Bonds: US145,602,795	115,725		118,854
2023 ^(2)^		2030 Global Bonds: US411,214,954	47,701		227,443
2022 ^(3)^		2030 Global Bonds: US411,145,9862035 Global Bonds 2035: US103,854,014	31,634		306,909

All values are in US Dollars.

(1)	Pursuant to the powers delegated by the shareholders of Telecom Argentina at the Ordinary and Extraordinary Shareholders’ Meeting held on April 25, 2024, on November 11, 2024, the Board of Directors resolved to partially reverse the “Voluntary reserve to maintain the Company’s level of capital expenditures and its current solvency level” to distribute as non-cash dividends for $118,854 million.
(2)	Pursuant to the powers delegated by the shareholders of Telecom Argentina at the Ordinary and Extraordinary Shareholders’ Meeting held on April 27, 2023, on May 3, 2023, the Board of Directors resolved to partially reverse the “Voluntary reserve to maintain the Company’s level of capital expenditures and its current solvency level” to distribute as non-cash dividends for $227,443 million.
---	---
(3)	Pursuant to the powers delegated by Telecom Argentina’s Ordinary and Extraordinary Shareholders’ Meeting held on April 27, 2022, on June 2, 2022 the Board resolved to partially reverse the “Voluntary reserve to maintain the Company’s level of capital expenditures and its current solvency level” to distribute as non-cash dividends for $ 306,909 milion.
---	---

Dividends paid to non-controlling interests in subsidiaries

Brief information on cash dividends distributed and paid is provided below:


						Distributed amount
								Current currency				Dividends paid in
		Paying				Currency of the		as of December 31,				current currency
Year	****	company	****	Distribution month	****	transaction date	****	2024	****	Payment month	****	as of December 31, 2024
2024		Núcleo		April, 2024		6,468		8,535		April, 2024		8,535
				May, 2024		842		1,069		May, 2024		1,069
								9,604				9,604
		Personal Envíos		June, 2024		681		825				(*)
2023		Núcleo		August, 2023		2,326		8,754		August, 2023		8,754
					****		****		****			8,754
2022		Núcleo		April, 2022		804		8,617		May, 2022 / August, 2022		8,334
			****		****		****					8,334

(*) As of December 31, 2024, these dividends are unpaid. The same converted at the closing exchange rate amount to $686 million.

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NOTE 5 – TRADE RECEIVABLES


		As of December 31,
Current Trade receivables	****	2024	****	2023
Ordinary receivables		388,734		364,218
Related parties (Note 27.b)		1,921		1,509
Contractual asset IFRS 15		64		96
Allowance for doubtful accounts		(94,727)		(76,485)
		295,992	****	289,338
Non-current Trade receivables
Ordinary receivables		382		511
Contractual asset IFRS 15		50		38
		432		549
Total trade receivables, net		296,424	****	289,887

Movements in the allowance for doubtful accounts are as follows:


		Years ended December 31,
	****	2024	****	2023
At the beginning of the fiscal year	****	(76,485)	****	(104,352)
Acquisitions through business combinations		(132)		—
Increases		(85,217)		(97,236)
Uses		11,586		37,619
RECPAM and currency translation adjustments		55,521		87,484
At the end of the year	****	(94,727)	****	(76,485)

NOTE 6 – OTHER RECEIVABLES


	As of December 31,
Current Other receivables	2024	****	2023
Prepaid expenses	20,397		20,473
Other tax credits	6,114		12,568
Related parties (Note 27.b)	634		470
DFI (Note 22)	—		3,374
Guarantee deposits	3,088		5,263
Compensation received for company acquisitions (Note 28.1)	1,079		—
Call option	—		8,782
Other	14,792		27,014
Allowance for other receivables	(1,349)		(3,819)
	44,755	****	74,125


Non-current other receivables
Prepaid expenses		7,025		4,413
Income tax credits		31,217		22,259
Other tax credits		703		119
DFI (Note 22)		—		952
Guarantee deposits		2,955		10,392
Compensation received for company acquisitions (Note 28.1)		2,417		—
Other		4,651		4,618
	****	48,968	****	42,753
Total Other receivables, net	****	93,723	****	116,878

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TELECOM ARGENTINA S.A.

Movements in the allowance for current other receivables are as follows:


		Years ended December 31,
	****	2024	****	2023
At the beginning of the year	****	(3,819)	****	(5,080)
Increases		(385)		(2,236)
Uses		778		—
RECPAM and currency translation adjustments		2,077		3,497
At the end of the year	****	(1,349)	****	(3,819)

NOTE 7 – INVENTORIES


		As of December 31,
		2024	****	2023
Mobile handsets and others		68,228		71,636
Allowance for obsolescence of inventories		(7,784)		(2,977)
	****	60,444	****	68,659

Movements in the allowance for obsolescence of inventories are as follows:


		Years ended December 31,
	****	2024	****	2023
At the beginning of the year	****	(2,977)	****	(3,323)
Increases		(5,309)		(812)
Uses		502		1,158
At the end of the year	****	(7,784)	****	(2,977)

NOTE 8 – GOODWILL


		As of December 31,
		2024		2023
Argentina		3,348,649		3,343,727
Abroad		24,043		18,425
	****	3,372,692	****	3,362,152

Movements in Goodwill are as follows:


	****	Years ended December 31,
		2024		2023
At the beginning of the year	****	3,362,152	****	3,355,071
Increases		22,963		414
Currency translation adjustments		(12,423)		6,667
At the end of the year	****	3,372,692	****	3,362,152

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TELECOM ARGENTINA S.A.

NOTE 9 – PP&E


		As of December 31,
	****	2024	****	2023
PP&E		4,376,511		5,000,524
Allowance for obsolescence and impairment of materials		(32,261)		(47,892)
Impairment allowance of PP&E		(13,742)		(5,399)
		4,330,508		4,947,233

Details on the nature and movements of PP&E as of December 31, 2024 and 2023 are as follows:


		Gross													Gross
		value as													value as
		of		Incorporation				Currency							of
		December 31,		by acquisition				translation		Transfers and					December 31,
	****	2023	****	(Note 28)	****	CAPEX	****	adjustments	****	reclassifications		****	Decreases	****	2024
Real estate		984,147		629		48		(8,031)			(302)		(536)		975,955
Switching equipment		395,691		3,555		1,071		(27,004)			496,609		(36)		869,886
Fixed network and transportation		4,705,613		65,308		155,370		(61,090)			(204,564)		(187,420)		4,473,217
Mobile network access		1,096,422		—		29,869		(62,680)			90,134		(43)		1,153,702
Tower and pole		264,080		—		—		(9,638)			4,498		—		258,940
Power equipment and Installations		426,097		—		8,687		(24,012)			27,119		—		437,891
Computer equipment		1,786,113		1,559		97,913		(26,391)			23,383		—		1,882,577
Goods lent to customers at no cost		314,347		8,586		7,784		(10,705)			55,490		(130,372)		245,130
Vehicles		152,158		848		889		(1,690)			(1,320)		(7,159)		143,726
Machinery, diverse equipment and tools		187,795		616		1,017		(2,826)			3,353		—		189,955
Other		75,776		481		3,841		(1,823)			755		(13)		79,017
Construction in progress		347,259		703		101,639		(14,670)			(274,838)		(807)		159,286
Materials		467,427		1,647		116,812		(16,779)			(214,768)		717		355,056
Total	****	11,202,925	****	83,932		524,940	****	(267,339)		*()**	5,549		(325,669)	****	11,224,338

(*) Includes $(4,019) million reclassified to Assets classified as held for sale (see Note 3.j), and $9,568 reclassified to impairment allowance of PP&E related to construction in progress.


		Accumulated												Accumulated
		depreciation												depreciation	Net carrying
		as of		Incorporation				Currency						as of	value as of
		December 31,		by acquisition				translation						December 31,	December 31,
	****	2023	****	(Note 28)	****	Depreciation	****	adjustments	Reclassifications		****	Decreases	****	2024	2024
Real estate		(230,858)		(97)		(37,092)		4,241		1,821		257	****	(261,728)	714,227
Switching equipment		(288,567)		(2,333)		(50,685)		10,622		(363,712)		36	****	(694,639)	175,247
Fixed network and transportation		(2,768,692)		(57,803)		(426,047)		39,030		363,712		187,420	****	(2,662,380)	1,810,837
Mobile network access		(750,261)		—		(99,612)		9,657		605		43	****	(839,568)	314,134
Tower and pole		(129,083)		—		(16,191)		2,485		(59)		—	****	(142,848)	116,092
Power equipment and Installations		(242,554)		—		(36,281)		7,098		(48)		—	****	(271,785)	166,106
Computer equipment		(1,337,963)		(1,431)		(196,771)		15,624		(185)		—	****	(1,520,726)	361,851
Goods lent to customers at no cost		(127,943)		(7,725)		(117,593)		3,326		—		130,372	****	(119,563)	125,567
Vehicles		(119,208)		(572)		(4,961)		800		1,008		7,020	****	(115,913)	27,813
Machinery, diverse equipment and tools		(161,104)		(570)		(5,136)		2,212		(1,280)		—	****	(165,878)	24,077
Other		(46,168)		(431)		(7,662)		1,449		—		13	****	(52,799)	26,218
Construction in progress		—		—		—		—		—		—	****	—	159,286
Materials		—		—		—		—		—		—	****	—	355,056
Total	****	(6,202,401)	****	(70,962)		(998,031)	****	96,544	*()**	1,862	****	325,161	****	(6,847,827)	4,376,511

(*) Reclassified to Assets classified as held for sale (see Note 3.j). F-55

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TELECOM ARGENTINA S.A.


		Gross										Gross
		value as										value as
		of				Currency						of
		December 31,				translation		Transfers and				December 31,
	****	2022	****	CAPEX	****	adjustments	****	reclassifications	****	Decreases	****	2023
Real estate		972,197		978		(574)		12,053		(507)		984,147
Switching equipment		363,423		15,914		(4,168)		20,522		—		395,691
Fixed network and transportation		4,584,941		147,476		25,699		186,212		(238,715)		4,705,613
Mobile network access		968,704		4		19,476		108,353		(115)		1,096,422
Tower and pole		255,051		—		1,943		7,310		(224)		264,080
Power equipment and Installations		391,147		8,118		8,694		18,140		(2)		426,097
Computer equipment		1,636,964		132,050		(14,206)		31,325		(20)		1,786,113
Goods lent to customers at no cost		443,519		29,280		(2,747)		61,000		(216,705)		314,347
Vehicles		147,718		4,449		479		—		(488)		152,158
Machinery, diverse equipment and tools		184,670		2,321		(921)		1,725		—		187,795
Other		68,243		3,317		823		3,393		—		75,776
Construction in progress		399,032		142,953		25,185		(219,582)		(329)		347,259
Materials		555,962		134,277		7,685		(230,451)		(46)		467,427
Total	****	10,971,571		621,137	****	67,368	****	—		(457,151)	****	11,202,925


		Accumulated							Accumulated
		depreciation							depreciation		Net carrying
		as of			Currency		Decrease		as of		value as of
		December 31,			translation		and		December 31,		December 31,
	****	2022	Depreciation	****	adjustments	****	reclassifications	****	2023	****	2023
Real estate		(195,613)	(38,938)		3,336		357		(230,858)	****	753,289
Switching equipment		(241,476)	(60,854)		13,763		—		(288,567)		107,124
Fixed network and transportation		(2,522,687)	(473,867)		(10,853)		238,715		(2,768,692)	****	1,936,921
Mobile network access		(635,763)	(127,825)		13,240		87		(750,261)	****	346,161
Tower and pole		(115,338)	(17,164)		3,251		168		(129,083)	****	134,997
Power equipment and Installations		(206,930)	(39,076)		3,452		—		(242,554)		183,543
Computer equipment		(1,122,432)	(237,158)		21,607		20		(1,337,963)	****	448,150
Goods lent to customers at no cost		(180,241)	(170,977)		6,570		216,705		(127,943)	****	186,404
Vehicles		(113,912)	(5,980)		211		473		(119,208)	****	32,950
Machinery, diverse equipment and tools		(157,861)	(4,619)		1,376		—		(161,104)	****	26,691
Other		(36,314)	(9,337)		(517)		—		(46,168)	****	29,608
Construction in progress		—	—		—		—		—	****	347,259
Materials		—	—		—		—		—	****	467,427
Total	****	(5,528,567)	(1,185,795)	****	55,436	****	456,525	****	(6,202,401)	****	5,000,524

Movements in the allowance for obsolescence and impairment of materials are as follows:


		Years ended December 31,
	****	2024	****	2023
At the beginning of the year	****	(47,892)	****	(61,584)
Uses		15,015		14,094
Currency translation adjustments		616		(402)
At the end of the year	****	(32,261)	****	(47,892)

Movements in the accumulated impairment of others PP&E are as follows:


		Years ended December 31,
	****	2024	****	2023
At the beginning of the year	****	(5,399)	****	(5,231)
(Increases)		—		(168)
Reclasifications		(9,568)		—
Uses		1,225		—
At the end of the year	****	(13,742)	****	(5,399)

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TELECOM ARGENTINA S.A.

NOTE 10 – INTANGIBLE ASSETS


		As of December 31,
		2024		2023
Intangible assets		1,970,252		2,047,726
Impairment allowance		(73,877)		(73,861)
	****	1,896,375	****	1,973,865

Details on the nature and movements of intangible assets as of December 31, 2024 and 2023 are as follows:


		Gross value as of		Incorporation								Gross value as of
		December 31,		by acquisition				Currency translation				December 31,
	****	2023	****	(Note 28)	****	CAPEX	****	adjustments	****	Decreases		2024
5G licenses		377,543		—		—		—		—		377,543
3G/4G licenses		835,474		—		—		—		—		835,474
PCS and SRCE licenses (Argentina)		440,048		—		—		—		—		440,048
Núcleo´s licenses		112,409		—		489		(7,428)		—		105,470
Customer relationship		589,327		3,724		27		(338)		(5,800)		586,940
Brands		554,790		—		—		—		24		554,814
Incremental Cost from the acquisitions of contracts		39,030		—		9,130		(1,644)		(21,949)		24,567
Content activation		8,264		—		2,051		—		—		10,315
Internally generated software		87,782		—		32,713		6		—		120,501
Other		41,215		—		1		(1,140)		—		40,076
Total	****	3,085,882		3,724	****	44,411	****	(10,544)	****	(27,725)	****	3,095,748


		Accumulated						Accumulated		Net carrying
		amortization as of			Currency			amortization as of		value as of
		December 31,			translation			December 31,		December 31,
	****	2023	Amortization		adjustments	Decreases	****	2024	****	2024
5G licenses		(4,719)	(18,881)		—	—		(23,600)		353,943
3G/4G licenses		(333,259)	(56,980)		—	—		(390,239)	****	445,235
PCS and SRCE licenses (Argentina)		—	—		—	—		—	****	440,048
Núcleo´s licenses		(25,589)	(2,448)		887	—		(27,150)	****	78,320
Customer relationship		(560,208)	(7,143)		—	5,800		(561,551)	****	25,389
Brands		(4,475)	—		—	(24)		(4,499)	****	550,315
Incremental Cost from the acquisitions of contracts		(24,390)	(13,787)		165	21,913		(16,099)		8,468
Content activation		(5,814)	(2,212)		—	—		(8,026)		2,289
Internally generated software		(47,972)	(9,895)		—	—		(57,867)		62,634
Other		(31,730)	(4,915)		180	—		(36,465)	****	3,611
Total	****	(1,038,156)	(116,261)	****	1,232	27,689	****	(1,125,496)	****	1,970,252


		Gross value as of				Currency						Gross value as
		December 31,				translation						of December 31,
	****	2022	****	CAPEX	****	adjustments	****	Transfers	****	Decreases	****	2023
5G licenses		—		377,543		—		—		—		377,543
3G/4G licenses	****	835,474		—		—		—		—	****	835,474
PCS and SRCE licenses (Argentina)	****	440,048		—		—		—		—	****	440,048
Núcleo´s licenses	****	105,306		1,387		5,716		—		—	****	112,409
Customer relationship	****	587,718		—		1,609		—		—	****	589,327
Brands	****	554,790		—		—		—		—	****	554,790
Incremental Cost from the acquisitions of contracts	****	56,626		11,563		(22)		—		(29,137)	****	39,030
Content activation		5,039		3,225		—		—		—		8,264
Internally generated software		55,329		32,253		—		200		—		87,782
Other	****	35,286		5,120		1,009		(200)		—	****	41,215
Total	****	2,675,616	****	431,091	****	8,312	****	—	****	(29,137)	****	3,085,882

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		Accumulated								Accumulated		Net carrying
		amortization as of				Currency				amortization as of		value as of
		December 31,				translation				December 31,		December 31,
	****	2022	****	Amortization	****	adjustments	****	Decreases	****	2023	****	2023
5G licenses		—		(4,719)		—		—		(4,719)		372,824
3G/4G licenses		(276,375)		(56,884)		—		—		(333,259)		502,215
PCS and SRCE licenses (Argentina)		—		—		—		—		—		440,048
Núcleo´s licenses		(22,175)		(2,319)		(1,095)		—		(25,589)		86,820
Customer relationship		(466,733)		(93,009)		(466)		—		(560,208)		29,119
Brands		(4,475)		—		—		—		(4,475)		550,315
Incremental Cost from the acquisitions of contracts		(34,200)		(19,181)		(146)		29,137		(24,390)		14,640
Content activation		(2,454)		(3,360)		—		—		(5,814)		2,450
Internally generated software		(43,656)		(4,316)		—		—		(47,972)		39,810
Other		(23,920)		(7,644)		(166)		—		(31,730)		9,485
Total		(873,988)	****	(191,432)		(1,873)	****	29,137	****	(1,038,156)		2,047,726

Movements in the impairment of Intangible assets are as follows:


		Years ended December 31,
	****	2024		2023
At the beginning of the year	****	(73,861)	****	(73,698)
Increases		(16)		(163)
At the end of the year	****	(73,877)	****	(73,861)

NOTE 11 – RIGHT OF USE ASSETS

Details on the nature and movements of Right of use assets as of December 31, 2024 and 2023 are as follows:


	****	Gross value as of			****		****		****
		December 31,				Currency translation				Gross value as of
		2023	****	Increases		adjustments		Decreases		December 31, 2024
Leases rights of use	****
- Sites	****	640,426		155,476		(32,211)		(682)	****	763,009
- Real estate and others		151,593		32,948		(6,652)		(3,146)		174,743
- Poles		100,012		27,308		(3,425)		(4)		123,891
Indefeasible right of use		25,607		—		(1,339)		—		24,268
Asset Retirement Obligation	****	92,229		21,566		(584)		(24,523)	****	88,688
Total	****	1,009,867		237,298	****	(44,211)	****	(28,355)	****	1,174,599


	****	Accumulated			****		****		****	Accumulated	****	Net carrying
		amortization as of				Currency				amortization as		value as of
		December 31,				translation				of December 31,		December 31,
		2023	****	Amortization	****	adjustments	****	Decreases		2024		2024
Leases rights of use	****										****
- Sites	****	(340,635)		(116,631)		19,185		(35)		(438,116)	****	324,893
- Real estate and others		(105,436)		(31,286)		4,510		3,089		(129,123)		45,620
- Poles		(68,141)		(23,950)		2,486		4		(89,601)		34,290
Indefeasible right of use		(15,801)		(2,002)		1,067		—		(16,736)		7,532
Asset Retirement Obligation	****	(10,156)		(24,289)		584		24,157	****	(9,704)	****	78,984
Total	****	(540,169)		(198,158)	****	27,832	****	27,215	****	(683,280)	****	491,319

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	****	Gross value as of	****						****
		December 31,				Currency translation				Gross value as of
		2022		Increases	****	adjustments		Decreases		December 31, 2023
Leases rights of use
- Sites	****	511,353		107,240		22,828		(995)	****	640,426
- Real estate and others		128,110		18,699		6,169		(1,385)		151,593
- Poles		67,086		30,511		2,467		(52)		100,012
Indefeasible right of use		24,644		—		963		—		25,607
Asset Retirement Obligation	****	67,263		29,997		507		(5,538)	****	92,229
Total	****	798,456		186,447		32,934	****	(7,970)	****	1,009,867


	****	Accumulated	****		****		****		****	Accumulated	****	Net carrying
		amortization as of								amortization as		value as of
		December 31,				Currency translation				of December 31,		December 31,
		2022		Amortization		adjustments		Decreases		2023		2023
Leases rights of use	****
- Sites		(230,673)		(97,238)		(13,560)		836		(340,635)		299,791
- Real estate and others		(75,455)		(28,065)		(3,190)		1,274		(105,436)		46,157
- Poles		(46,011)		(20,357)		(1,790)		17		(68,141)		31,871
Indefeasible right of use		(12,950)		(2,082)		(769)		—		(15,801)		9,806
Asset Retirement Obligation	****	(6,605)		(8,408)		(507)		5,364	****	(10,156)	****	82,073
Total	****	(371,694)	****	(156,150)	****	(19,816)	****	7,491	****	(540,169)	****	469,698

NOTE 12 – TRADE PAYABLES


		As of December 31,
Current	****	2024	****	2023
Suppliers		431,860		764,768
Related Parties (Note 27.b)		12,827		12,330
	****	444,687	****	777,098
Non-current	****		****
Suppliers		16,476		1,990
	****	16,476		1,990
Total trade payables	****	461,163		779,088

NOTE 13 – BORROWINGS


		As of December 31,
Current		2024	****	2023
Bank overdrafts - principal		123,446		51,205
Bank and other financial entities loans – principal		141,326		445,867
Notes – principal		650,688		411,523
Loans for purchase of equipment		6,440		33,931
Interest and related expenses		150,841		284,524
	****	1,072,741	****	1,227,050
Non-current	****	****	****	****
Notes – principal		1,304,594		2,175,746
Bank and other financial entities loans – principal		136,159		870,357
Loans for purchase of equipment		7,927		23,355
Interest and related expenses		356,583		337,652
	****	1,805,263	****	3,407,110
Total borrowings	****	2,878,004	****	4,634,160

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Movements in Borrowings are as follows:


						Total
	****	Cash items	****	Non-cash items	****	12.31.2024
At the beginning of the year	****	—		—		4,634,160
Proceeds from borrowings – principal		997,103		—		997,103
Payment of borrowings – principal		(1,121,138)		—		(1,121,138)
Repurchase of Notes		(26,540)		—		(26,540)
Payment of interests and related expenses		(320,545)		—		(320,545)
Payment of DFI		(4,820)		—		(4,820)
Proceed from bank overdrafts net of payment		199,407		—		199,407
Trade payables cancelled with borrowings		—		23,425		23,425
Accrued interest and other financial cost (*)		—		234,992		234,992
Foreign currency exchange gains (**)		—		(1,688,908)		(1,688,908)
Currency translation adjustments		—		(49,132)		(49,132)
Total at 12/31/24		(276,533)		(1,479,623)		2,878,004
(*)	Not includes $2,747 million corresponding to net income generated by DFI.
---	---
(**)	Not includes $(1,092) million corresponding to net losses generated by DFI and others.
---	---

---	---	---	---	---	---	---
	****		****		****	Total
		Cash items		Non-cash items		12.31.2023
At the beginning of the year					****	3,181,724
Proceeds from borrowings – principal		718,975		—	****	718,975
Payment of borrowings – principal		(497,703)		—	****	(497,703)
Payment of interests and related expenses		(380,250)		—	****	(380,250)
Payment of DFI		(70,460)		—	****	(70,460)
Proceed from bank overdrafts net of payment		126,316		—	****	126,316
Trade payables cancelled with borrowings		—		74,268	****	74,268
Accrued interest and other financial cost (*)		—		23,351	****	23,351
Foreign currency exchange gains (**)		—		1,411,042	****	1,411,042
Currency translation adjustments		—		46,897	****	46,897
Total at 12/31/23	****	(103,122)	****	1,555,558	****	4,634,160
Total at 12/31/22	****	(198,761)		()* (145,418)
(*)	Not includes $2,705 million corresponding to net income generated by DFI.
---	---
(**)	Not includes ($50,398) million corresponding to net losses generated by DFI and others.
---	---

(***)Includes $72,805 million of new loans that do not represent cash movement.

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The main borrowings, which are effective as of December 31, 2024 and 2023, are detailed below:

a)	Notes

Telecom Argentina

Global Programs for the issuance of Notes

In connection with the Notes Global Program for a maximum outstanding amount of US$3,000 million or its equivalent in other currencies, the Company issued several series of Notes, which amounts and main characteristics are described below:


									Accouting
		Amount							*balance ()**
		involved		Issuance	Maturity			Interest payment	As of December 31,
Series	Currency	(in millions)		date	date	Amortization	Interest rate	date	2024	2023
1	US	400	(1)	07/2019	07/2026	In one installment at maturity date	Annual fixed rate of 8.00%	Semiannually	171,319	722,712
5	US	389	(1)<br>(2)	08/2020	08/2025	In four installments of: 3%<br>at 02/2023 30% at 08/2023 33%<br>at 08/2024 34% at 08/2025	Annual fixed rate of 8.50%	Semiannually	120,235	477,965
8	UVA	134	(3)	01/2021	01/2025	In one installment at maturity date	Annual fixed rate of 4.00%	Semiannually	169,165	135,887
9	USlinked	92		06/2021	06/2024	In one installment at maturity date	Annual fixed rate of 2.75%	Quarterly basis	—	161,953
10	UVA	127		12/2021	06/2025	In one installment at maturity date	0%	n/a	164,638	127,660
12	USlinked	23		03/2022	03/2027	In one installment at maturity date	Annual fixed rate of 1.00%	Quarterly basis	106,348	185,676
	USlinked	75		08/2022	03/2027	In one installment at maturity date	Annual fixed rate of 1.00%	Quarterly basis
14	USlinked	62.4		02/2023	02/2028	In one installment at maturity date	Fixed rate of 1.00%	Quarterly basis	64,465	109,873
15	USlinked	87.4	(4)	06/2023	06/2026	In one installment at maturity date	0%	n/a	97,138	174,442
16	USlinked	180.4	(5)	07/2023	07/2025	In one installment at maturity date	0%	n/a	195,002	361,167
18	UVA	75	(6)	11/2023	11/2027	In one installment at maturity date	Annual fixed rate of 1.00%	Quarterly basis	115,149	94,466
19	USlinked	34.6	(7)	11/2023	11/2026	In one installment at maturity date	0%	n/a	87,250	170,594
		30.9	(7)	12/2023	11/2026
20	USlinked	59.7	(8)	06/2024	06/2026	In one installment at maturity date	Annual fixed rate of 5%	Quarterly basis	86,411	—
		21.6	(8)	06/2024	06/2026
21	US	500	(1)	07/2024	07/2031
		115.3	(1)	07/2024	07/2031	In three installments of:<br>33% at 07/2029<br>33% at 07/2030<br>34% at 07/2031.	Annual fixed rate of 9.50%	Semi-annual	874,271	—
		1.9	(1)	08/2024	07/2031
		200	(1)	10/2024	07/2031
22	US linked	33.7	(9)	08/2024	02/2026	In one installment at maturity date	Annual fixed rate of: 2%	Quarterly basis	34,944	—
23	US	75	(10)	11/2024	11/2028	In one installment at maturity date	Annual fixed rate of 7%	Quarterly basis	77,613	—

All values are in US Dollars.

(*)These accounting balances include interest and related expenses.

(1)

Series 21 Notes: In June 2024, the Company issued US$500 million, the subscription price was under par, so at the date of issuance, the Company obtained, net of issuance costs, US$493 million ($531,597 million in current currency as of December 31, 2024). In July and August, 2024, the Company exchanged US$115.3 million ($ 120,049 million in current currency as of December 31, 2024) and US$ 1.9 million ($ 2,050 million in current currency as of December 31, 2024), respectively, of Series 21 Notes for part of its Series 1 Notes maturing in 2026. This transaction was recognized as a debt extinguishment, recognizing a gain of $256 million that is included in “Borrowings renegotiation results” item, within Financial results from borrowings. In October 2024, the additional issuance of US$200 million, which subscription price was above par, so as of the issuance date, the Company obtained net funds from issuance expenses amounting to US$211 million (equivalent to $219.941 million in current currency as of December 31, 2024). The Company used funds amounting to US$704 million to the payment, repayment, payment of principal and interest of the following borrowings: a) IFC for US$342 million, b) IIC for US$135 million; c) payment of interest and related expenses for US$31 million, d) repurchase of Series 5 Notes for US$20 million (we recognized a gain on the repurchase of Notes of $407 million was recognized, which is included in the line “Repurchase of Notes” within “Financial results from borrowings”), e) prepayment of part of the principal and payment of interest of Series 1 Notes for US$133 million; f) payment of capital and interest of Series 8 Notes for US$5 million; and g) payment of interest of Series 21 Notes for US$38 million.

As of December 31, 2024, after the payments made with the funds of Series 21 Notes, the outstanding principal of Series 1 Notes amounts to US$162.7 million.

(2)	Series 5: On August 6, 2024, the Company paid a part of principal on the Series 5 Notes for US$128.3 million ($133,842 million in current currency as of December 31, 2024) was made. As of December 31, 2024, after the cancellations made, the nominal residual capital of ON 5 amounts to US$73.2 million.
(3)	Series 8 Notes: In December 2024, the Company repurchased Series 5 Notes for $5,851 million, for which it recognized a gain on the repurchase of Notes of $53 million, which is included in the line “Repurchase of Notes” within “Financial results from borrowings.”
---	---
(4)	Series 15 Notes: The subscription price was above par, so that on the date of issuance, its value was $24,474 million ($110,145 million in current currency as of December 31, 2024), equivalent to US$102.3 million without considering the issuance expenses.
---	---

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(5)	Series 16 Notes: The subscription price was above par, so that on the date of issuance, its value was $57,186 million ($247,007 million in current currency as of December 31, 2024), equivalent to US$213.2 million without considering the issuance expenses.
(6)	Series 18 Notes, the subscription price was above par, so that on the date of issuance, its value was $37,435 million ($102,279 million in current currency as of December 31, 2024), equivalent to US$213.2 million, of which the Company received funds for $56,906 million ($64,948 million in current currency as of December 31, 2024) and $13,512 million ($36,917 million in current currency as of December 31, 2024) (equivalent to 34.1 million UVAs of nominal value) through the exchange of a portion of Series 7 Notes, net of issuance expenses for $151 million ($414 million in current currency as of December 31, 2024).
---	---
(7)	Series 19 Notes, the subscription price was above par, so that on the date of issuance, its value was $17,058 million ($46,606 million in current currency as of December 31, 2024), equivalent to US$48.3 million without considering the issuance expenses. For the additional Series 19 Notes, the subscription price was above par, so that on the date of issuance, its value was $18,102 million, equivalent to US$49.9 million without considering the issuance expenses.
---	---
(8)	Series 20 Notes: the subscription price was above par. The Company issued Notes for a nominal value of $55,619 million, equivalent to US$59.7 million. Of the total issued, the Company obtained proceeds net of issuance expenses of $46,210 million ($55.976 million in current currency as of December 31, 2024), equivalent to US$51.8 million, and an non cash proceed of $9,128 million ($11,057 million in current currency as of December 31, 2024), equivalent to US$9.8 million, was made through the exchange of a portion of the Series 9 Notes. This transaction was recognized as a debt extinguishment, recognizing a gain of $0.4 million that is included in “Borrowings renegotiation results” item, within Financial results from borrowings.
---	---

Series 20 Notes additional issuance, the subscription price was above par. The Company obtained proceeds net of issuance expenses of $20,225 million ($24,499 million in current currency as of December 31, 2024), equivalent to US$21.6 million.

(9)	Series 22 Notes: The subscription price was above par. The Company issued Notes for a nominal value of $31,732 million, equivalent to US$33.7 million. Of the total issuance, the Company obtained proceeds net of issuance expenses of $31,574 million ($35,393 million in current currency as of December 31, 2024).
(10)	Series 23 Notes: The subscription price was above par. The Company issued Notes for a nominal value of US$75 million. Of the total issuance, the Company obtained proceeds net of issuance expenses of US$74.7 million ($77,438 million in current currency as of December 31, 2024).
---	---

Núcleo

Global Programs for the issuance of Notes

In connection with the Notes Global Program for a maximum outstanding amount of up to 500,000,000,000 of Guaraníes (“Gs.”) (approximately $3,200 million as of the date of issue), Núcleo issued several series of Notes, which amounts and main characteristics are described below:


		Amount						Interest	*Accouting balance ()**
		involved	Issuance	Maturity				payment	As of December 31,
Series	Currency	(in millions)	date	date	Amortization	Interest rate		date	2024	2023
1	Gs.	120,000	03/2019	03/2024	In one installment at maturity date	Annual fixed rate of 9.00	%	Quarterly basis	—	28,819
2	Gs.	30,000	03/2019	03/2024	In one installment at maturity date	Annual fixed rate of 9.00	%	Quarterly basis	—	7,177
3	Gs.	100,000	03/2020	03/2025	In one installment at maturity date	Annual fixed rate of 8.75	%	Quarterly basis	13,261	24,045
4	Gs.	130,000	03/2021	01/2028	In one installment at maturity date	Annual fixed rate of 7.10	%	Quarterly basis	17,506	31,702
5	Gs.	120,000	03/2021	01/2031	In one installment at maturity date	Annual fixed rate of 8.00	%	Quarterly basis	16,176	29,294

(*)These accounting balances include interest and related expenses.

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b)	Bank and other financing entities loans


				Principal
				residual									Interest	*Accouting balance ()**
				nominal value			Maturity						payment	As of December 31,
Entities	****	****	Currency	(in millions)	****	****	date	Amortization	Interest rate		Spread		date	2024	****	****	2023
			US$	—			03/2027	Semiannually			between 4.43% and 7.18%		Semiannually	—			174,636
International<br>Finance<br> Corporation <br>(IFC) (1)			US$	—			Between 08/2024 and 08/2025	Semiannually	Variable annual rate:<br>SOF 6 months		between 5.03% and 5.28%		Semiannually	—			219,656
			US$	—			08/2029 (1)	Semiannually from 08/2024			6.50%		Semiannually	—			334,831
Inter-American<br>Investment<br>Corporation<br>(IIC) (1)			US$	—			12/2024	Semiannually	Variable annual rate: SOF 6 months		6.28%		Semiannually	—			30,705
Inter-American<br>Development<br>Bank<br>(IDB) (2)			US$	99			06/2027	Semiannually	Variable annual rate: SOF 6 months		between 7.18% and 9.18%		Semiannually	101,219			535,546
China<br>Development<br>Bank Shenzhen<br>Branch (CDB) (3)			RMB	882			12/2027	Semiannually	Annual fixed<br>rate of 4.95%		n/a		Semiannually	114,597			257,414
Finnvera			US$	31			Between 11/2025 and 11/2026	Semiannually	Variable annual rate: SOF 6 months		between 1.47% and 1.63	%	Semiannually	28,913			79,980
Export Development Canadá (EDC) (4)			US$	34			Between 12/2026 and 12/2030	Semiannually	Variable annual rate: SOF 6 months		between 1.63% and 6.65	%	Semiannually	33,274			43,836
BBVA			$	67			07/2025	Monthly	Annual fixed rate of 47.90	%	n/a		Monthly	68			324
PSA Finance Argentina			$	147			07/2025	Monthly	Annual fixed rate of 42.90	%	n/a		Monthly	151			730
Rombo Compañía Financiera			$	118			07/2025	Monthly	Annual fixed rate between 70.9% and 77.9	%	n/a		Monthly	124			531
Cisco Systems Capital Corporation (Cisco) (5) and Bank of China (Huawei import) (6)			US$	13.7			between 10/2022 and 11/2026	Quarterly basis	Annual fixed rate between 4.00% and 6.5	%	n/a		Quarterly basis	15,723			59,101
							between 01/2025 and 12/2027	Semiannually
				25,000			02/2025		Annual fixed rate of 38.375	%	n/a		At maturity date	28,249			—
Banco Nación (7)			$	10,000			08/2025	In one installment at maturity date	Annual fixed rate of 35	%	n/a		At maturity date	10,326			—
				10,000			09/2025		Annual fixed rate of 32.38	%	n/a		At maturity date	10,026			—

(*)These accounting balances include interest and related expenses.

(1)	The Company has used US$508 million ($528,665 million in current currency as of December 31, 2024) of the funds obtained from the Series 21 Notes for the payments and prepayments of the following loans:

IFC: The Company used funds totaling US$368 million, of which US$342 million was used for the payment of principal and US$26 million for the payment of interest and related expenses. As of December 31, 2024, IFC loans are fully paid.
IIC: The Company used funds totaling US$140 million, of which US$135 million was for the payment of principal and US$5 million for the payment of interest and related expenses. As of December 31, 2024, loans with IIC are fully paid.

(2)	On October 17, 2023, the Company subscribed two new tranches (5 and 6) under the IDB loan for a total of US$120 million, equivalent to $41,145 million ($126,817 million in current currency as of December 31, 2023), net of issuance expenses for $866 million ($2,670 million in current currency as of December 31, 2023). The funds were used to pay for the 5G spectrum.

In December 2024, the Company has prepaid a part of the loan totaling US$46 million (includes payment of principal and interest), equivalent to $48,038 million in current currency as of December 31, 2024.

(3)	In November 2024, the Company has paid a part of the loan totaling RMB156 million (includes payment of principal and interest), equivalent to $22,802 million in current currency as of December 31, 2024.
(4)	On May 5, 2023, the Company submitted a proposal for an export credit line for a total amount of up to US$50 million to EDC, the official export credit agency of Canada.
---	---

The funds received will be used to finance up to 100% of the payments due to “Nokia Solutions and Networks Oy” and/or “Nokia Spain S.A.”, received from August 30, 2022 until November 1, 2024.

During 2024 and 2023, the Company received a disbursement for a total amount of US$11.6 million ($12,969 million in current currency as of December 31, 2024), and U$12.7 million ($14,806 million in current currency as of December 31, 2024), maturing in May 2030. The principal disbursed accrues compensatory interest at a semi-annual SOFR plus a margin of 6.65 percentage points.

(5)

During August 2024, through the liquidation of BOPREAL bonds, the Company prepaid its loan with the supplier for US$18 million (principal of US$17.6 million and interest of US$0.4 million). This negotiation resulted in a reduction of US$1.8 million ($1,903 million in current currency as as of December 31, 2024) recognized in “Borrowings renegotiation results” item, within Financial results from borrowings.

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(6)	In December 2024, The Company subscribed an equipment loan of US$10.1 million, equivalent to $10,456 million.
(7)	In the months of August, November and December 2024, the Company subscribed loans totaling $45,000 million ($48,214 million in current currency as of December 31, 2024).
---	---
c)	Compliance with covenants
---	---

The Company holds certain loans with IDB, Finnvera, EDC, and CDB, hereinafter collectively referred to as the “Lenders”, which, as of December 31, 2024, amount to $278,003 million. These loans establish, among other provisions, the obligation to comply with certain financial ratios, which are calculated based on contractual definitions, on a quarterly basis, along with the presentation of the Company’s financial statements: i) “Net Debt/EBITDA” and ii) “EBITDA/Interest Net”.

On January 31, 2025, the Company notified the Lenders that, due to the improvement of Argentina’s economic situation during 2024, the Company has been able to revert the situation that motivated the waiver and has complied with the ratios established in the original loan agreements since the calculation period ending on September 30, 2024 and has complied at all times with the conditions and restrictions set forth in the waiver agreements. As a consequence, thereof, and based on the early calculation of the ratios for the calculation period ending on Dember 31, 2024 following the methodology set forth in the original loan agreements, ,the Company has informed to the lenders that such waivers should be no longer in effect and that the original terms of the loan agreements shall be reinstated in their entirety.

As of the date of issuance of these consolidated financial statements, the Company complies with: a) the EBITDA/ Interest Net ratio and b) the Net Debt/EBITDA ratio established in the original loan agreements, and is also in compliance with the rest of the covenants established.

NOTE 14 – SALARIES AND SOCIAL SECURITY PAYABLES


		As of December 31,
Current	****	2024	****	2023
Salaries, annual complementary salaries, vacation, bonuses and their social security payables		209,705		189,592
Termination benefits		16,557		8,878
		226,262		198,470

Non-current
Termination benefits		9,468		8,120
		9,468		8,120
Total salaries and social security payables		235,730		206,590

Compensation for the Key Managers of Telecom for the years ended December 31, 2024, 2023 and 2022 are shown in Note 27.d).

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NOTE 15 – INCOME TAX PAYABLE AND DEFERRED INCOME TAX ASSETS/LIABILITIES

Income tax payable by company is presented below:


		As of December 31,
	****	2024	****	2023
Núcleo		2,517		2,748
NYSSA		470		322
Adesol		320		226
Opalker		28		22
TSMA		1,182		—
Telecom USA		33		—
Inter Radios		10		—
Pem		—		83
	****	*() 4,560**	****	3,401
(*)	Includes $ (2,716) million corresponding to the currency translation adjustments on initial balances of foreign subsidiaries, RECPAM and to compensation made with tax credits. It also includes $347 million added to the acquisition of TSMA during 2024.
---	---

Deferred Income tax assets and liabilities, net and the actions for recourse tax receivable are presented below:


		As of December 31,
		2024		2023
Tax carryforward		(41,560)		(1,076,552)
Allowance for doubtful accounts		(31,056)		(36,547)
Legal Claims and contingent liabilities		(8,942)		(15,931)
PP&E, intangible assets and right of use assets		1,295,762		1,355,663
Cash dividends from foreign companies		19,746		29,685
Income tax inflation adjustment effect		146,281		720,075
Other deferred tax liabilities (assets), net		(1,596)		(345)
Total deferred tax liabilities, net	****	1,378,635	****	976,048
Actions for recourse tax receivable		(888)		(1,934)
Total deferred tax liability, net	*()**	** 1,377,747**	****	974,114

Net deferred tax assets	****	(32,990)	****	(30,085)
Net deferred tax liabilities	****	1,410,737	****	1,004,199
(*)	Includes $5,851 million of currency translation adjustments on foreign subsidiaries’ initial balances and $1,155 million of deferred tax liabilities from the acquisitions of TSMA and Manda.
---	---

As of December 31, 2024, Telecom Argentina and some subsidiaries have cumulative tax loss carryforwards of $119,180 million (including $344 million of unrecognized tax loss carryforwards for considering them non-recoverable), that calculated considering statutory income tax rate, represent a deferred tax asset of $41,560 million. F-65

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The detail of the maturities of estimated tax carryforward is disclosed:


				Tax carryforward
	****	Tax carryforward	****	amount as of	****	Tax carryforward
Company		generation year		12.31.2024		expiration year
Telecom		2023		45,674		2028
Micro Sistemas		2021		240		2026
Micro Sistemas		2022		3,424		2027
Micro Sistemas		2023		17,646		2028
Micro Sistemas		2024		51,131		2029
Ubiquo		2022		242		No deadline
Ubiquo		2023		57		No deadline
Pem		2024		29		2029
Manda		2023		393		2028
AVC		2021		3		2026
AVC		2022		37		2027
AVC		2023		130		2028
AVC		2024		71		2029
Cable Imagen		2021		6		2026
Cable Imagen		2022		16		2027
Cable Imagen		2023		50		2028
Cable Imagen		2024		31		2029
				119,180

Income tax benefit (expense) differed from the amounts computed by applying the Company’s statutory income tax rate to pre-tax income as a result of the following:


		Years ended December 31,
		2024	****	2023	****	2022
		Profit (loss)
Income (loss) before income tax expense		1,442,406		(1,280,328)		(1,574,245)
Non-taxable items – Earnings from associates and joint ventures		11,474		4,111		(5,553)
Non-taxable items – Impairment of Goodwill charges		—		—		1,654,398
Non-taxable items – Other		(1,881)		2,829		10,390
Restatement in current currency of Equity, Goodwill and others		1,021,881		2,213,212		1,697,535
Subtotal		2,473,880		939,824		1,782,525
Effective income tax rate		34.31	%	33.65	%	34.41	%
Income tax expense at statutory tax rate of each subsidiary		(848,877)		(316,213)		(613,414)
Deferred tax liability restatement in current currency and others		1,338,851		2,013,061		1,468,317
Income tax inflation adjustment		(893,014)		(935,869)		(668,029)
Actions for recourse		—		—		(7)
Income tax on cash dividends of foreign companies		(6,114)		(24,378)		(7,134)
*Income tax benefit (expense) ()**		(409,154)		736,601		179,733

Current tax		(10,904)		(6,313)		118,816
Deferred tax		(398,250)		742,914		60,917
Income tax benefit (expense)		(409,154)		736,601		179,733
(*)	In 2024 and 2023 includes $ 2,711 million and $(1,243) million, respectively, corresponding to the adjustment made in the Income tax affidavit of 2023 and 2022, respectively
---	---

In 2024 and 2022 include $50,988 million and $126,066 million, respectively, corresponding to the adjustment made in the Income tax calculation of 2024 and the Income tax affidavit of 2021, repectively, which include, among others, the effects related to the full application of the tax inflation adjustment mechanisms detailed in “Income Tax – Inflation Adjustment for Tax Purposes”.

(**)	Includes $214 million in 2024 corresponding to a computable withholding arising from the subsidiary MFH, which is not subject to income tax.

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Income tax - Actions for recourse filed with the Tax Authority

During 2015 and 2022, Telecom Argentina filed actions for recourse with the AFIP to claim the full tax overpaid for fiscal years from 2009 to 2017 for a total amount of approximately $2,039 million plus interest, under the argument that the lack of application of the income tax inflation adjustment is confiscatory based on the similarities with the parameters put forward in the matter of “Candy S.A.” as in the matter of “Distribuidora Gas del Centro”, heard by the National Supreme Court of Justice in whose verdicts, the Supreme Court ruled for the application of the inflation adjustment mechanism for the 2002 fiscal year. In a similar vein, the Supreme Court issued a decision on October 25, 2022, in the matter of “Telefónica de Argentina” for the fiscal periods 2008 and 2009. In that matter, it not only ratifies the “Candy” Judgment but also clarifies that, for the purposes of demonstrating confiscation, not only is the adjustment mechanism provided for in Title VI of the law applicable, but it also allows price variations to be reflected for the calculation of amortizations and costs of used and intangible goods and tax loss carryforward.

In the years 2019, 2021 and 2022, the AFIP has rejected the actions for recourse corresponding to fiscal years 2009 to 2013 and 2015.Therefore, Telecom filed four actions for recourse before the National Court of First Instance.

The Company’s Management, with the assistance of its tax advisors, understands that the arguments presented by the Company follow the same criteria as those considered by the Supreme Court of Justice in similar precedents, among others. Therefore, the Company should obtain a favorable resolution to such claims.

Consequently, the Company maintained a non-current tax credit of $888 million as of December 31, 2024. For the measurement and update of the tax credit, the Company has estimated the amount of the tax determined in excess for the years 2009-2017 weighting the likelihood according to the jurisprudential antecedents known as of the date of these consolidated financial statements.

Income Tax – Inflation Adjustment for Tax Purposes

Given the judicial precedents detailed above related to the different mechanisms used to recognize the effect of inflation in the assessment of income tax, on May 6, 2022, the Company filed the income tax return corresponding to fiscal year 2021, taking into account the restatement of the tax amortization of all its fixed and intangible assets pursuant to Articles 87 and 88 of the Income Tax Law and applying the tax loss carry-forwards from previous years in accordance with the restatement mechanism provided under Article 25 of such Law.

Taxes were so assessed because failure to apply the above-mentioned inflation adjustment mechanisms for tax purposes would result in actual taxable income that would yield an effective tax rate for fiscal year 2021 that qualifies as confiscatory. If the Company had not fully applied the inflation adjustment mechanisms for tax purposes, the income tax due would have absorbed 100% of the Company’s taxable income and would have even absorbed part of the equity value that generates said taxable income, yielding an effective tax rate of 146.6%.This would have exceeded any reasonable limits to the burden of taxation, thus qualifying as confiscatory and seriously infringing Telecom’s constitutional guarantees and rights.

Therefore, together with its income tax return for the fiscal year 2021, the Company made a filing with the AFIP, protected by tax secrecy procedural regulations, in order to safeguard its rights, in the spirit of transparency that guides Telecom’s actions.

As a consequence of the foregoing, the income tax due for the year 2022 includes a decrease of $7,517 million ($85,553 million in current currency as of December 31, 2024), assessed taking into account the weighted probability of occurrence, based on the above-mentioned judicial precedents.

The Company’s Management, with the assistance of its tax advisors, believes that the arguments presented by the Company in its filing with the AFIP follow the same criteria as those disclosed under “Income Tax – Reimbursement Claims filed with the Tax Authority” which were considered by the Supreme Court of Justice in the precedents cited above, among others. Therefore, the Company believes that it has strong grounds to defend the criteria applied. F-67

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Regarding 2024 tax period, the income tax provision has been calculated following the guidelines indicated in the first paragraph. This, taking into account that the relationship that arises between the tax determined without the full application of the aforementioned adjustment mechanisms for tax inflation and the true taxable result for the year, causes the application of an effective tax rate for the year 2024 that is confiscatory according to case law.

NOTE 16 –OTHER TAXES PAYABLES


		As of December 31,
Current	****	2024	****	2023
Other national taxes		77,841		72,284
Provincial taxes		8,320		9,064
Municipal taxes		4,501		3,902
		90,662		85,250
Non- current
Provincial taxes		2		24
		2		24
Total other taxes payables		90,664		85,274

NOTE 17 – LEASES LIABILITIES


		As of December 31,
Current	****	2024	****	2023
Argentina		72,221		58,754
Abroad		2,310		3,822
	****	74,531	****	62,576
Non- current
Argentina		111,740		98,715
Abroad		26,705		31,745
	****	138,445	****	130,460
Total lease liabilities	****	212,976	****	193,036

Movements in the lease liabilities are as follows:


		Years ended
		December 31,
	****	2024	****	2023
Balances at the beginning of the year	****	193,036	****	195,962
Increases (*)		215,732		156,450
Financial results, net (**)		24,260		86,889
Payments		(91,993)		(96,234)
Decreases (included RECPAM and currency translation adjustments)		(128,059)		(150,031)
At the end of the year	****	212,976	****	193,036

(*)Included in acquisitions of Rights of use.

(**)Included in Other foreign currency exchange gains (losses) and Other interests, net.

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NOTE 18 – OTHER LIABILITIES


		As of December 31,
Current	****	2024	****	2023
Deferred revenues on prepaid credit		21,765		17,325
Deferred revenues on connection fees and international capacity leases		4,465		3,754
Debt for acquisition of Subsidiaries		643		1,235
Related parties (Note 27.b)		3,011		5,135
Funds to be paid to customers		8,738		15,720
Other		1,777		1,385
		40,399		44,554
Non-current
Deferred revenues on connection fees and international capacity leases		3,371		3,323
Pension benefits		8,565		4,897
Related parties (Note 27.b)		2,756		9,001
Debt for acquisition of Subsidiaries		601		2,234
Other		24		236
		15,317		19,691
Total Other liabilities		55,716		64,245

Movements in the pension benefits are as follows:


		Years ended
		December 31,
	****	2024	****	2023
At the beginning of the year		4,897		5,963
Service cost (*)		256		329
Interest cost (**)		6,736		4,042
Actuarial results (***)		28		915
RECPAM		(3,352)		(6,352)
At the end of the year		8,565		4,897
(*)	Included in Employee benefit expenses and severance payments.
---	---
(**)	Included in Other Financial result, net.
---	---
(***)	Included in Other comprehensive income (loss).
---	---

NOTE 19 – PROVISIONS

The Company evaluates and reviews each contingency applying the criteria indicated in Note 3.q) and 3.u.5).

The evolution of provisions as of December 31, 2024 and 2023 is as follows:


			Additions											RECPAM,
														currency		Balances
		Balances as	Acquisitions						Financial			Payments		translation		as of
		of December 31,	through business			Capital			result					adjustments		December 31,
	****	2023	combinations		****	(i)		****	(ii)	****	Reclassifications		****	and others	****	2024
Current
Legal Claims and contingent liabilities		11,629		—			3,926		—		20,686	(29,993)		(2,364)		3,884
Total current provisions		11,629		—			3,926		—		20,686	(29,993)		(2,364)		3,884
Non- Current		****														****
Legal Claims and contingent liabilities		27,889		3,933			14,088		15,089		(20,686)	(3,340)		(14,165)		22,808
Asset retirement obligations		28,984		—			21,566		—		—	—		(20,508)		30,042
Total non-current provisions		56,873		3,933			35,654		15,089		(20,686)	(3,340)		(34,673)		52,850

Total provisions		68,502		3,933			39,580		15,089		—	(33,333)		(37,037)		56,734

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			Additions						RECPAM,
									currency
		Balances as		Financial				Payments	translation		Balances
		of	Capital	result					adjustments and		as of
		December 31, 2022	(iii)	(ii)	****	Reclassifications	****		others		December 31, 2023
Current
Legal Claims and contingent liabilities		17,859	21,535	—		27,645		(56,658)	1,248		11,629
Total current provisions		17,859	21,535	—		27,645		(56,658)	1,248		11,629

Non- Current	****									****
Legal Claims and contingent liabilities	****	44,121	25,402	22,589		(27,645)		(9)	(36,569)	****	27,889
Asset retirement obligations		34,910	29,997	—		—		—	(35,923)		28,984
Total non-current provisions	****	79,031	55,399	22,589		(27,645)		(9)	(72,492)	****	56,873

Total provisions	****	96,890	76,934	22,589		—		(56,667)	(71,244)	****	68,502
(i)	$18,014 million charged to Other operating expenses and $21,566 million charged to Right of use assets,
---	---
(ii)	Charged to Other foreign currency exchange gains (losses) and Other interests, net.
---	---
(iii)	$46,937 million charged to Other operating expenses and $29,997 million charged to Right of use assets.
---	---

Below is a summary of the most significant claims and legal actions for which the Company, based on the advice of its legal counsel and the judicial background for each claim, has considers probable and/or possible based on IAS 37:

1. Probable Contingent liabilities

a) Profit sharing bonds

Various legal actions are brought, mainly by former employees of the Company against the Argentine government and Telecom Argentina, requesting that Decree No. 395/92 – which expressly exempted Telefónica and the Company from issuing the profit-sharing bonds provided in Law No. 23,696 – be struck down as unconstitutional. The plaintiffs also claim the compensation for damages they suffered because such bonds have not been issued.

In August 2008, the Supreme Court of Justice not only found Decree No. 395/92 unconstitutional when resolving a similar case against Telefónica but also ordered that the proceedings be remanded to the court of origin so that such court shall decide which defendant must pay —the licensee and/or the Argentine government— and set the parameters that are to be taken into account in order to quantify the remedies requested (percent of profit sharing, statute of limitations criteria, distribution method between the program beneficiaries, among others). There are no uniform criteria among the Courts in relation to each of these concepts.

Following the Supreme Court of Justice’s decision, several Courts of Appeals have ruled that Decree No. 395/92 is unconstitutional. As a result, in the opinion of Telecom Argentina’s counsel, there is an increased probability that the Company will have to face certain contingencies, notwithstanding the reimbursement right to which Telecom Argentina would be entitled against the National Government.

On June 9, 2015, in re “Ramollino Silvana c/Telecom Argentina S.A.”, the Supreme Court of Justice ruled that the profit-sharing bonds do not apply to employees who joined the Company after November 8, 1990 and who were not members of the PPP.

This judicial precedent is consistent with the criterion followed by the Company for estimating provisions for these claims, based on the advice of its legal counsel, which considered remote the chances of paying compensation to employees who were not included in the PPP.

Statute of limitations criteria applied to claims: Supreme Court of Justice ruling “Dominguez v. Telefónica de Argentina S.A.”

In December 2013, the Supreme Court of Justice rendered a decision on a case similar to the above-referred legal actions, “Domínguez v. Telefónica de Argentina S.A.” In said case, the Supreme Court of Justice overturned a lower court ruling which had barred the claim as having exceeded the applicable statute of limitations because ten years had passed since the issuance of Decree No. 395/92. F-70

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On December 30, 2021, the Court of Appeals on Federal Civil and Commercial Matters issued a decision in plenary session, whereby it acknowledged, interpreting the doctrine developed by the Supreme Court of Justice in its ruling, that the statute of limitations must be applied periodically –as from the date of each balance sheet- but limited to five years, applying the specific regulations on the statute of limitations for periodical liabilities.

Criteria for determining the relevant profit to calculate compensation: ruling of the Court of Appeals on Federal Civil and Commercial Matters in Plenary Session “Parota c/ Estado Nacional y Telefónica de Argentina S.A.”

On February 27, 2014, the Court of Appeals on Federal Civil and Commercial Matters issued its decision in plenary session in the case “Parota, César c/ Estado Nacional”, as a result of a claim filed against Telefónica. In its ruling, the Court held “that the amount of profit-sharing bonds corresponding to former employees of Telefónica de Argentina should be calculated based on the taxable income of Telefónica de Argentina S.A. on which the income tax liability is to be assessed”.

Federación Argentina de las Telecomunicaciones and Other v. Telecom Argentina S.A. on profit-sharing

In June 2013, the Company was served notice of this claim. The lawsuit was filed by four unions claiming the issuance of profit-sharing bonds (hereinafter “the bonds”) for future periods and for periods for which the statute of limitations is not expired. To enforce this claim, the plaintiffs have requested that the court declare that Decree No. 395/92 is unconstitutional.

This collective lawsuit is for an unspecified amount. The plaintiffs presented the criteria that should be applied for the determination of the percentage of participation in the Company’s profit. The lawsuit requiring the issuance of a profit-sharing bond represents an obligation with potential future economic impact for the Company.

The Company filed its response to the claim, arguing that labor courts lack jurisdiction over the matter. In December 2017, the Court of First Instance dismissed the claim on the grounds that the claimant lacks standing because the claim is individual and not collective. The claimant filed an appeal, which is pending before Chamber VII of the Court of Appeals.

In June 2019, the Court of Appeals revoked the decision rendered by the Court of First Instance, returned the file, and ordered discovery proceedings.

The Company, based on the advice of its legal counsel, believes that there are strong arguments to defend its position in this claim, based, among other things, on the application of the statutes of limitations to the claim relating to the unconstitutionality of Decree No. 395/92, the lack of active legal standing for a collective claim relating to the issuance of bonds —due to the existence of individual claims— in addition to arguments based on plaintiff’s lack of active legal standing.

b) Sanctions Imposed by the Regulator

The Company is subject to various sanction procedures, in most cases promoted by the Regulatory Authority, for delays in repairs and service installations to fixed-line customers.

c) “Asociación por la Defensa de Usuarios y Consumidores vs. Telecom Personal S.A.” claim

In 2008, the “Asociación por la Defensa de Usuarios y Consumidores” sued Personal, seeking damages for an unspecified amount, in connection with the billing of calls to the automatic answering machine and the collection system called “send to end”, in collective representation of an undetermined number of Personal customers. The court has to render judgment on this claim.

In 2015, the Company learned of an adverse court ruling in a similar lawsuit, promoted by the same consumer’s association against another mobile operator.

On November 9, 2023, there was a first instance ruling where the Company was partially condemned to recognize credits in favor of a group of customer to be determined, but only for a limited period of time, between the years 2004 and 2005. The ruling was appealed. F-71

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On December 26, 2024, the Commercial Court of Appeals issued a ruling, which upheld the first-instance judgment in the main aspects and modified some aspects regarding the extent of the sentence, with some aspects in favor and others against.

The Company’s Management, with the assistance of its legal advisors, is evaluating the filing of a Federal Extraordinary Appeal.

d) Claim “Unión de Usuarios y Consumidores and Other v. Telecom Argentina S.A.” -– File No. 24,687/2018, pending before Commercial Court No. 9, Secretariat 17.

On September 3, 2019, Telecom was served notice of a class action brought by “Unión de Usuarios y Consumidores” and “Consumidores Libres Cooperativa Ltda. De Provisión de Servicios de Acción Comunitaria”, pending before the Commercial Court of First Instance No. 9, Clerk’s Office No. 17, for an unspecified amount.

Claimants seek to obtain an order against the Company for the reimbursement of the price increases collected from its subscribers in September and October 2018 and in January 2019 and of any price increase that may be collected for the duration of the proceedings (for timely provided services under the brands Cablevisión and Fibertel), plus interest accrued until the effective reimbursement date. Claimants allege that the defendant infringed certain provisions set forth under the General Rules Governing ICT Services Customers and Law No. 24,240 related to the terms and form of notice to subscribers of changes in the prices of such services.

The Company, with the assistance of its legal advisors, while considering that it has solid arguments for its defense, given the procedural status (the proceedings are already ready for sentencing) and the evidence produced, has classified this contingency as probable and consequently has determined a provision that it considers sufficient.

2. Possible Contingencies

In addition to the possible contingencies related to regulatory matters described in Note 2.d), the following is a summary of the most significant claims and legal actions for which the Company’s Management did not set up any provision, although the final outcome of these lawsuits cannot be assured.

a) Radioelectric Spectrum Fees

In October 2016, Personal modified the criteria used for the statement of some of its commercial plans (“Abono fijo”) for purposes of paying the radioelectric spectrum fees (derecho de uso de espectro radioeléctrico or “DER”), taking into account certain changes in such plans’ composition. This meant a reduction in the amount of fees paid by Personal.

In March 2017, ENACOM demanded Personal to rectify its statements corresponding to October 2016, requiring that such plans’ statements continue to be prepared based on the previous criteria. ENACOM issued a similar order in September 2018 for the subsequent periods. The Company’s Management believes that it has solid legal arguments to defend its position. Such arguments were actually confirmed in the recitals of Resolution ENACOM No. 840/18. Therefore, Telecom filed the corresponding administrative responses.

In August 2017, Personal received the notice of charge for the differences in the amounts owed in connection with the payment made in October 2016. Notwithstanding the grounds disclosed in its response, in April 2019, ENACOM imposed a sanction on the Company due to the non-compliance alleged for that period. The Company filed the corresponding administrative response. However, the company cannot assure that its arguments will be accepted by ENACOM.

The difference resulting from both criteria since October 2016 is of approximately $717 million plus interest as of December 31, 2024.

On February 27, 2018, ENACOM Resolutions Nos. 840/18 and 1,196/18 were published in the Official Gazette. Through these Resolutions, ENACOM updated the value of the Radioelectric Spectrum Fee per Unit and, in addition, established a new regime for mobile communication services, which substantially increased the amounts to be paid for such service. F-72

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Subsequently, by Resolution No. 4353/18, published in the Official Gazette on May 24, 2018, it was established that the new Regime established by ENACOM Resolutions No. 840/18 and No. 1,196/18 would not have an impact until August 31, 2018. Likewise, it was established that the sworn statements corresponding to Mobile Communications Services (SRMC, STM, PCS and SCMA), which expired in the months of April and May 2018, which had not been prepared in accordance with the provisions of ENACOM Resolution No. 840/2018, should be submitted rectified and the resulting differences paid on October 10, 2018.

Telecom filed the restated returns for March and April 2018 (due in April and May 2018) and paid (under protest) the corresponding amounts. It also started to comply, as from September 2018, with the filing and payment (under protest) of the corresponding returns.

By means of ENACOM Resolution No. 4,266/19 dated October 8, 2019, the calculation basis for Radioelectric Rights and Tariffs corresponding to Mobile Communications Services (SRMC, STM, PCS and SCMA) was modified based on the sworn declarations whose expiration date occurs after the date of publication of the Resolution. This modification represents a reduction in the rate applicable to the payment of DER for these services.

b) “Consumidores Financieros Asociación Civil para su Defensa” claim

In November 2011, Personal was notified of a lawsuit filed by the “Consumidores Financieros Asociación Civil para su Defensa” claiming that Personal made allegedly abusive charges to its customers by implementing per-minute billing and setting an expiration date for prepaid telecommunication cards.

Personal rejected the claim, with emphasis on the regulatory framework that explicitly endorses its practices, now challenged by the plaintiff in disregard of such regulations.

The proceeding is now in the discovery stage. However, the judge has ordered the accumulation of this claim with two other similar claims against Telefónica Móviles Argentina S.A. and América Móvil S.A..Therefore, the three legal actions will continue within the Federal Civil and Commercial Court No. 9.

The plaintiffs are seeking damages for an unspecified amount. While the Company believes there are strong defenses that should result in a dismissal of the claim, in the absence of judicial precedents on the matter, the Company’s Management (with the advice of its legal counsel) has classified the claim as possible until a judgment is rendered.

c) Proceedings related to value added services - Mobile contents

In October 2015, Personal was notified of a claim brought by the consumer association “Cruzada Cívica para la defensa de los consumidores y usuarios de Servicios públicos”.

The plaintiff’s claim relates to the manner in which content and trivia games are contracted, requesting the application of punitive damages to Personal.

As of the date of these consolidated financial statements, this claim for an unspecified amount is in its preliminary stages because notice of the claim has not been served on all interested parties.

Based on the advice of its legal counsel, the Company’s Management believes to have strong arguments for its defense. However, given the absence of any case law, the final outcome of these claims cannot be assured.

d) Claims filed by unions in connection with union contributions

The unions FOEESITRA, SITRATEL, SILUJANTEL, SOEESIT, FOETRA, SUTTACH, and the Union of Telephone Workers and Employees of Tucumán brought seven legal actions against Telecom claiming unpaid union contributions set forth in their respective collective bargaining agreements, corresponding to employees of third-party companies that provide services to the Company, for a 5-year term for which the statute of limitations has not expired, plus damages caused by the failure to pay said contributions. The items claimed are “Fondo Especial” (special fund) and “Contribución Solidaria” (solidarity contribution). F-73

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The above-mentioned unions argue that Telecom is jointly and severally liable for the payment of the above-mentioned contributions. Telecom answered all the claims.

In the action brought by FOEESITRA, the judge of first instance rejected the summons to third parties made by Telecom. This decision was confirmed by the Labor Court and the case is being appealed with a request for opening of evidence.

In the action brought by FOETRA, the Court of Appeals revoked the decision rendered by the court of first instance that had declared the incompetence. The judge of first instance must render a decision on the exceptions filed by Telecom.

In the action brought by SITRATEL, the judge of first instance declared himself competent to intervene and rejected the summons of third parties made by Telecom. This decision was appealed and recently confirmed by the IX Chamber. This last decision of the court is not final.

In the action brought by the Union of Telephone Workers and Employees of Tucumán, the judge of first instance rejected the summons of third parties requested and the claim of lack of jurisdiction. The decision was confirmed by the Labor Chamber and the case was opened to the evidentiary stage.

The other claims have been suspended at the request of the parties.

The unions are seeking damages for an unspecified amount.

Even though the Company’s Management believes that there are sound grounds for the favorable resolution of these claims, given the lack of judicial precedents, the final outcome of these claims cannot be assured.

e) Asociación por la Defensa de Usuarios y Consumidores v. Cablevisión on expedited summary proceeding - Case No. 4.010/2017 pending before the Commercial Court No. 31, Secretariat 61

In November 2018, the Company was served notice of a claim brought by Asociación por la Defensa de Usuarios y Consumidores. The Claimant requested that the defendant: 1) cease its practice of preventing customers from terminating Internet and cable television services when customers request such termination; 2) reimburse to each user the amounts collected for the period of five years and until the date on which the defendant ceases the above-mentioned practice; and 3) pay punitive damages for each of the affected customers.

In December 2018, the Company filed a response, alleging the application of statutes of limitation (two-year term) as well as the lack of standing of the Association to file the lawsuit. It requested that the claim be rejected in its entirety, and that the legal costs be borne by the plaintiff. The proceeding is now in the discovery stage.

The plaintiffs are seeking damages for an unspecified amount.

Based on the advice of its legal counsel, the Company believes to have strong arguments for its defense. However, the final outcome of this claim cannot be assured.

f) Resolution No. 50/10 et seq. issued by the Secretaría de Comercio Interior de la Nación (Secretariat of Domestic Trade or “SCI”)

SCI Resolution No. 50/10 approved certain rules for the sale of pay television services. These rules provide that cable television operators must apply a formula to calculate their monthly basic subscription prices. The Company filed an administrative appeal against Resolution No. 50/10 requesting the suspension of its effects and its nullification. F-74

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In accordance with the decision rendered on August 1, 2011 in re “LA CAPITAL CABLE S.A. v/ Ministry of Economy-SCI “, the Federal Court of Appeals of the City of Mar del Plata ordered the SCI to suspend the application of Resolution No. 50/10 with respect to all cable television licensees represented by the Argentine Cable Television Association (“ATVC”, for its Spanish acronym). The National Government filed an appeal such resolution, which was dismissed. The National Government filed a direct appeal with the Supreme Court of Justice, which has also been dismissed.

Notwithstanding the foregoing, between March 2011 and October 2014, several resolutions based on Resolution No. 50/10 were published in the Official Gazette, which regulated the prices to be charged by Cablevisión to its customers for the basic cable television service. The Company filed appeals against these resolutions and their enforcement was suspended pursuant to the above-mentioned injunction.

In September 2014, the Supreme Court of Justice rendered a decision in re “Municipality of Berazategui v. Cablevisión” and ordered that the cases related to these resolutions continue under the jurisdiction of the Federal Court of Appeals of Mar del Plata that had issued the decision on the collective action in favor of ATVC. Currently, all the claims related to this matter are pending before the Federal Courts of Mar del Plata.

In April 2019, La Capital Cable S.A. was served notice of the decision rendered by Federal Court No. 2 of Mar del Plata, whereby said court declared the unconstitutionality of certain articles of the law on which the SCI grounded Resolution No. 50/10 as well as the subsequent resolutions. The declaration of unconstitutionality entails that these resolutions are not applicable to La Capital Cable and the companies represented by ATVC. However, the National Government filed an appeal against said resolution.

On December 26, 2019, the Federal Court of Mar del Plata rejected the grievances of the National Government and confirmed the decision rendered by the court of first instance which declared the unconstitutionality of the sections of the law based on which the SCI issued Resolution No. 50/10 and the subsequent resolutions. The National Government and ENACOM filed extraordinary appeals, which although they were granted during 2021, are still pending before the Supreme Court of Justice.

On November 15, 2024, Resolution No. 50/10 was repealed by Resolution No. 433/2024 of the Secretariat of Industry and Commerce.

The Company, with the assistance of its legal advisors, is evaluating the potential impacts of the repeal on the case.

3. Gain Contingencies

“AFA Plus Project” Claim

On July 20, 2012, the Company entered into an agreement with the Argentine Football Association (“AFA”), for the provision of services for a system called “Argentine Football System Administration” (“AFA Plus Project”). In September 2014, the AFA notified the Company of its decision to terminate the contract.

The Company did not accept the AFA’s proposal for compensation for investments and expenses incurred, considering it insufficient, and on December 19, 2018, it filed a lawsuit against the AFA for the sum of $ 353 million plus interest and court costs.

The Company’s Management, with the assistance of its external advisors, considers that it has solid factual and legal arguments to have its claims addressed.

NOTE 20 – PURCHASE COMMITMENTS

The Company has entered into various purchase commitments with domestic and foreign suppliers amounting to approximately $991,572 million (of which $189,654 million corresponds to Fixed Assets commitments) and $1,277,815 million (of which $303,027 million corresponds to Fixed Assets commitments) as of December 31, 2024 and 2023, respectively. These purchase commitments include those that contain “take or pay” clauses, which force the buyer to purchase a quantity of a product or service in a period, usually annually, or, alternatively, to pay that amount even if it has not been taken or accepted to receive it. F-75

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The table below details commitments within one year and beyond one year:


		As of December 31,
		2024		2023
Committed within one year		414,586		647,407
Committed beyond one year		576,986		630,408
	****	991,572	****	1,277,815

NOTE 21 – EQUITY

(a)	Capital Stock

As of December 31, 2024 and 2023, the total capital stock of Telecom Argentina amounted to $2,153,688,011, represented by the same number of common book-entry shares with nominal value of $1, as detailed below:


Class of Shares	****	Total
Class “A”		683,856,600
Class “B”		628,058,019
Class “C”		106,734
Class “D”		841,666,658
Total		2,153,688,011

As of the date of these consolidated financial statements, all the shares of Telecom Argentina are authorized by the CNV for public offering.

Class B Shares are listed and traded on the leading companies’ panel of the BYMA and the American Depositary Shares (ADS) representing five Class “B” shares of the Company are traded on the NYSE under the symbol TEO.

(b)	Provisions of the Telecom Ordinary and Extraordinary Shareholders’ meeting

At the Ordinary and Extraordinary Shareholders’ Meeting held on April 25, 2024, the shareholders of Telecom decided, among other:

(i)

To approve the Board of Directors’ proposal stated in current currency as of March 31, 2024 using the National Consumer Price Index pursuant to CNV Resolution No. 777/18 in connection with the Accumulated Deficit as of December 31, 2023 for $257,730 million ($561,242 million in current currency as of December 31, 2024): (i) absorb the amount of $257,730 million ($561,242 million in current currency as of December 31, 2024) from the “Voluntary reserve to maintain the Company’s level of capital expenditures and its current solvency level”; b) to reclassify the amount of $84,257 million ($168,591 million in current currency as of December 31, 2024) from “Voluntary reserve to maintain the Company’s level of capital expenditures and its current solvency level” and to be charged against the “Contributed Surplus”;

(ii)

to delegate on the Board of Directors the power to reverse between October 1, 2024 and December 31, 2024 the “Voluntary reserve to maintain the Company’s level of capital expenditures and its current solvency level” in an amount that allows distribution of dividends in cash or in non cash or any combination of both options, for up to the maximum amount of distribution of US$100 million. On November 11, 2024, the Board of Directors decided to distribute dividends (For more information on the distribution of dividends, see Note 4.b) “Dividends paid - Distribution of non cash dividends”.

---

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(c)	Share Ownership Plan

In 1992, a Decree from the Argentine government, which provided for the creation of the Company upon the privatization of ENTel, established that 10% of the capital stock then represented by 98,438,098 Class “C” shares were to be included in the PPP (an employee share ownership program sponsored by the Argentine government). During the following years, both the Shareholders’ Assembly and the Board of Directors (based on the powers delegated by the Shareholders) carried out the conversion of Class “C” shares for a total of 98,331,364.

As of the date of these consolidated financial statements, 106,734 Class “C” shares are still pending to be converted into Class “B” shares.

(d)	Restrictions on distribution of profits

Under the LGS, the by-laws of the Company and rules and regulations of the CNV, a minimum of 5% of net income for the year in accordance with the statutory books, plus/less previous years’ adjustments and accumulated losses, if any, must be appropriated by resolution of the shareholders to a legal reserve until such reserve reaches 20% of the outstanding capital (common stock plus inflation adjustment of common stock).

NOTE 22 – FINANCIAL INSTRUMENTS

a)	Categories of financial assets and financial liabilities

The following tables set out, for financial assets and liabilities as of December 31, 2024 and 2023 their category of financial instrument and the details of profits and losses generated according to each category.


				Fair value
	****		****	accounted	****	accounted	****
				through		through other
		Amortized		profit or		comprehensive
As of December 31, 2024		cost		loss		income		Total
Assets		****				****		****
Cash and cash equivalents		226,727		91,592		—		318,319
Investments		20,632		12,952		—		33,584
Trade receivables		296,424		—		—		296,424
Other receivables		16,378		3,496		—		19,874
Total		560,161		108,040		—		668,201
Liabilities
Trade payables		461,163		—		—		461,163
Borrowings		2,878,004		—		—		2,878,004
Leases liabilities		212,976		—		—		212,976
Other liabilities		16,280		1,244		—		17,524
Total		3,568,423		1,244		—		3,569,667

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			Fair value
	****		****	accounted	****	accounted	****
				through		through other
		Amortized		profit or		comprehensive
As of December 31, 2023		cost		loss		income		Total
Assets		****		****		****		****
Cash and cash equivalents		275,506		72,424		—		347,930
Investments		26,371		243,588		—		269,959
Trade receivables		289,887		—		—		289,887
Other receivables		47,067		22		4,326		51,415
Total		638,831		316,034		4,326		959,191
Liabilities
Trade payables		779,088		—		—		779,088
Borrowings		4,634,160		—		—		4,634,160
Leases liabilities		193,036		—		—		193,036
Other liabilities		31,240		3,469		—		34,709
Total		5,637,524		3,469		—		5,640,993

Gains and losses by category – Year 2024


	Net gain/(loss)	Of which interest
Financial assets at amortized cost	(36,276)	39,991
Financial liabilities at amortized cost	1,632,087	(133,540)
Financial assets at fair value through profit or loss	(45,409)	—
Financial liabilities at amortized cost through profit or loss	(407)	—
Total	1,549,995	(93,549)

Gains and losses by category – Year 2023


	Net gain/(loss)	Of which interest
Financial assets at amortized cost	137,618	54,055
Financial liabilities at amortized cost	(1,650,848)	(48,217)
Financial assets at fair value through profit or loss	193,309	140,072
Financial liabilities at amortized cost through profit or loss	(67,803)	—
Total	(1,387,724)	145,910

Gains and losses by category – Year 2022


	****	Net gain/(loss)	****	Of which interest
Financial assets at amortized cost		39,509		30,957
Financial liabilities at amortized cost		139,282		(112,712)
Financial assets at fair value through profit or loss		(64,998)		(4,972)
Financial liabilities at fair value through profit or loss		(37,527)		—
Total	****	76,266	****	(86,727)

b)	Fair value hierarchy and other disclosures

The Company presents the judgments and estimates made to determine the fair values of the financial instruments that are recognized and measured at fair value in its consolidated financial statements.

The measurement at fair value of the financial instruments of Telecom are classified according to the three levels set out in IFRS 13:

-	Level 1: Fair value determined by quoted prices (unadjusted) in active markets for identical assets or liabilities.

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-	Level 2: Fair value determined based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (e.g., as prices) or indirectly (e.g., derived from prices).
-	Level 3: Fair value determined by unobservable inputs where the reporting entity is required to develop its own assumptions.
---	---

Financial assets and liabilities recognized at fair value as of December 31, 2024 and 2023, and the level of hierarchy are listed below:


As of December 31, 2024	****	Level 1	****	Level 2	****	Total
Assets
Current Assets
Mutual Funds (1) (2)		93,158		—		93,158
Government bonds (1) (2)		11,386		—		11,386
Other receivables: Compensation received for company acquisitions (3)		—		1,079		1,079
Non-current Assets
Other receivables: Compensation received for company acquisitions (3)		—		2,417		2,417
Total assets	****	104,544	****	3,496	****	108,040
Liabilities
Current Liabilities
Other liabilities: Debt for acquisition of NYSSA (3)		—		643		643
Non-current Liabilities
Other liabilities: Debt for acquisition of NYSSA (3)		—		601		601
Total liabilities	****	—	****	1,244	****	1,244


As of December 31, 2023	****	Level 1	****	Level 2	****	Total
Assets
Current Assets
Mutual Funds (1) (2)		31,414		—		31,414
Government bonds (1) (2)		284,598		—		284,598
Other receivables: DFI (4)		—		3,374		3,374
Other receivables: Indemnification assets (3)		—		22		22
Non-current Assets	****		****		****
Other receivables: DFI (4)		—		952		952
Total assets		316,012		4,348		320,360
Liabilities
Current Liabilities
Other liabilities: Debt for acquisition of NYSSA (3)		—		1,235		1,235
Non-current Liabilities
Other liabilities: Debt for acquisition of NYSSA (3)		—		2,234		2,234
Total liabilities	****	—	****	3,469	****	3,469
(1)	The Mutual funds are included in Cash and cash equivalentsand Investments. The Government bonds are included in Cash and cash equivalents and Investments.
---	---
(2)	The fair value is based on information obtained from active markets and corresponds to quoted market prices as of year-end. A market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis.
---	---
(3)	The fair value was determined by the variation between the quoted values of certain public securities in foreign currency and Argentine pesos.
---	---
(4)	The fair value of financial instruments that are not negotiated in active markets is determined using valuation techniques. These valuation techniques maximize the use of market observable information, when available, and rely as little as possible on specific estimates of the Company. The techniques used for the measurement of financial instruments, are detailed below: a) DFI for forward purchases of US dollars and RMB, corresponds to the variation between the market prices at the end of the fiscal year and the time of agreement and; b) DFI interest rate swap corresponds to the present value of estimated future cash flows based on observable yield curves obtained in the market.
---	---

During the years ended December 31, 2024 and 2023, there were no transfers between Levels of the fair value hierarchy. F-79

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Additionally, the methods and assumptions used to estimate the fair values of each class of financial instrument are as follows:

Trade receivables and Other receivables: Carrying amounts are considered to approximate fair value due to the short term nature of these receivables. Noncurrent trade receivables have been recognized at their amortization cost, using the effective interest method and are not significant.

Trade payables and Other liabilities: The carrying amount of trade payables and other liabilities to approximates its fair value due to the short term nature of these debts. Noncurrent trade payables and other liabilities have been discounted.

Borrowings

As of December 31, 2024, fair value of borrowings is as follows:


	****	Carrying Value	****	Fair Value

Notes		2,410,891		2,246,719
Other borrowings		467,113		468,133
	****	2,878,004	****	2,714,852

As of December 31, 2023, fair value of borrowings is as follows:


	****	Carrying Value	****	Fair Value

Notes		2,843,432		2,635,181
Other borrowings		1,790,728		1,804,274
	****	4,634,160	****	4,439,455

The fair value of the loans was assessed as follows:

a)	The fair value of Notes traded in active markets was measured based on quoted market prices at the end of the reporting period. As a result, its valuation classifies as Level 1.
b)	The fair value of Notes that are not traded in an active market was measured based on quotes provided by first-tier financial entities, so their valuation qualifies as Level 2.
---	---
c)	Fort the rest of the borrowings, the fair values were calculated based on cash flows discounted using a current lending rate, so as they are classified as level 3.
---	---

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c)	Hedge accounting

Derivatives are used by Telecom and its subsidiaries to manage their exposure to exchange rate and interest rate risks.

The position of DFIs in the consolidated statements of financial position and amounts recognized in Consolidated Income Statements and Consolidated Statements of Comprehensive Income, are detailed below:


	As of December 31,
		2024		2023
Other receivables current - DFI: SOFR		—		3,374
Other receivables non current - DFI: SOFR		—		952
Total assets	****	—	****	4,326


	Years ended December 31,
		2024		2023		2022
		Profit (loss)
Foreign currency exchange effect		2,995		17,273		(10,544)
Interests on borrowings		(2,747)		(2,705)		(997)
Financial results	****	248	****	14,568	****	(11,541)
DFI effects classified as hedges		(5,913)		2,859		4,122
Other comprehensive income (loss)	****	(5,913)	****	2,859	****	4,122

●	Interest rate swaps – cash flow hedges

In August 2024, the Company cancelled the several DFI agreements, to hedge the fluctuation of SOFR from the IFC loan signed on June 28, 2022, for its total amount, for the period beginning February 15, 2023 to August 15, 2025. The agreements entered into covered a total amount of US$184.5 million. The interest rates were set at 3.605%, 3.912% and 3.895%, respectively.

In September 2022, the several DFI agreements were finalized to hedge the fluctuation of LIBOR from the IFC loan amounting to US$400 million and from the IIC loan amounting to US$100 million. The mentioned agreements hedged a total amount of US$440 million. Such DFI allows fixing the variable rate in a range between 2.085% and 2.4525% nominal annual rate.

●	Exchange rate Hedges

During year ended December 31, 2024, Telecom Argentina entered into several DFI agreements to hedge the fluctuation of the exchange rate from its loan portfolio amounting to US$50 million fixing the average exchange rate in 1,004 Argentine pesos/US$, expiring between July and August 2024.

During year ended December 31, 2023, Telecom Argentina entered into several DFI agreements to hedge the fluctuation of the exchange rate from its loan portfolio amounting to US$752 million fixing the average exchange rate in 279.8 Argentine pesos/US$, expiring between February 2023 and November 2023. Additionally, entered into one DFI agreement to RMB20 million fixing the average exchange rate in 37 Argentine pesos/RMB, $, expiring in May 2023 and July 2023.

During year ended December 31, 2022, Telecom Argentina entered into several DFI agreements to hedge the fluctuation of the exchange rate from its loan portfolio amounting to US$262 million fixing the average exchange rate in 166.1 Argentine pesos/US$, expiring between February 2022 and June 2023. Additionally, on December 2022, entered into one DFI agreement to RMB15 million fixing the average exchange rate in 27.8 Argentine pesos/RMB, expiring in January 2023. F-81

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d)	Offsetting of financial assets and financial liabilities

Telecom and its subsidiaries offset the financial assets and liabilities to the extent that such offsetting is provided by offsetting agreements and provided that Telecom has the intention to make such offsetting. The main financial assets and liabilities offset correspond to transactions with other national and foreign operators including interconnection, carriers and Roaming (being offsetting a standard practice in the telecommunications industry at the international level that Telecom and its subsidiaries applies regularly). Offsetting is also applied to transactions with agents.

The following table presents financial assets and liabilities that are offset as of December 31, 2024 and 2023:


		As of December 31, 2024
		Trade		Other				Other
		receivables		receivables		Trade payables		liabilities
Current and noncurrent assets (liabilities) - Gross value		312,860		23,427		(477,599)		(21,077)
Offsetting		(16,436)		(3,553)		16,436		3,553
Current and noncurrent assets (liabilities) – Carrying Value	****	296,424	****	19,874	****	(461,163)	****	(17,524)


		As of December 31, 2023
		Trade		Other				Other
		receivables		receivables		Trade payables		liabilities
Current and noncurrent assets (liabilities) - Gross value		305,745		53,314		(794,946)		(36,608)
Offsetting		(15,858)		(1,899)		15,858		1,899
Current and noncurrent assets (liabilities) – Carrying Value	****	289,887	****	51,415	****	(779,088)	****	(34,709)

NOTE 23 – REVENUES


		Years ended December 31,
	****	2024		****	2023		****	2022
Mobile Services			1,679,334			1,806,462		1,987,687
Internet Services			1,057,015			979,727		1,096,812
Cable Television Services			600,134			791,281		887,702
Fixed and Data Services			501,206			531,363		603,693
Other services revenues			46,369			41,593		39,211
Subtotal Services revenues			3,884,058			4,150,426		4,615,105
Equipment revenues			253,538			333,546		329,714
Total Revenues			4,137,596			4,483,972		4,944,819

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NOTE 24 – OPERATING EXPENSES

Operating expenses disclosed by nature of expense amounted to $4,284,063 million, $4,756,318 million and $6,944,910 million for the years ended December 31, 2024, 2023 and 2022, respectively. The main components of the operating expenses are the following:


	Years ended December 31,
	2024	2023	2022
Employee benefit expenses and severance payments	Profit (loss)
Salaries, social security expenses and benefits	(869,742)	(1,036,579)	(1,066,452)
Severance indemnities	(130,363)	(61,168)	(147,644)
Other employee expenses	(23,650)	(22,564)	(24,609)
	(1,023,755)	(1,120,311)	(1,238,705)
Fees for services, maintenance, materials and supplies
Maintenance and materials	(307,654)	(292,186)	(313,277)
Fees for services	(238,361)	(267,553)	(282,069)
Directors and Supervisory Committee’s fees	(4,442)	(3,652)	(4,503)
	(550,457)	(563,391)	(599,849)

Taxes and fees with the Regulatory Authority
Turnover tax	(168,872)	(170,237)	(182,839)
Regulatory Entity Fees	(84,586)	(85,017)	(94,816)
Municipal taxes	(41,201)	(45,567)	(51,971)
Other taxes and fees	(30,963)	(43,657)	(50,066)
	(325,622)	(344,478)	(379,692)
Cost of equipment
Inventory balance at the beginning of the year	(71,636)	(47,048)	(45,421)
Plus:
Purchases	(207,360)	(291,420)	(255,879)
Others	13,719	24,945	20,025
Less:
Inventory balance at the end of the year	68,228	71,636	47,048
	(197,049)	(241,887)	(234,227)
Other operating expenses	Profit (loss)
Legal Claims and contingent liabilities	(18,014)	(46,937)	(80,644)
Rentals and internet capacity	(29,146)	(26,212)	(28,211)
Energy, water and other services	(104,743)	(84,669)	(89,562)
Postage, freight and travel expenses	(29,051)	(32,891)	(34,801)
Other	(19,898)	(16,254)	(13,941)
	(200,852)	(206,963)	(247,159)
Depreciation, amortization and impairment of Fixed Assets
Depreciation of PP&E	(998,031)	(1,185,795)	(1,348,046)
Amortization of intangible assets	(116,261)	(191,432)	(194,278)
Amortization of Rights of use assets	(198,158)	(156,150)	(147,487)
Impairment of Fixed Assets (*)	1,106	(683)	(1,669,121)
	(1,311,344)	(1,534,060)	(3,358,932)

(*)In 2022 includes $(1,653,965) million corresponding to the impairment of goodwill of the CGU Telecom.

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Operating expenses, disclosed per function are as follows:


	****	Operating	****	Administration	****	Commercialization	Other	****	Total	****	Total	****	Total
Concept		costs		costs		costs	expenses		12.31.2024		12.31.2023		12.31.2022
Employee benefit expenses and severance payments		(550,132)		(212,588)		(261,035)	—		(1,023,755)		(1,120,311)		(1,238,705)
Interconnection costs and other telecommunication charges		(118,525)		—		—	—		(118,525)		(132,385)		(152,276)
Fees for services, maintenance, materials and supplies		(219,004)		(116,053)		(215,400)	—		(550,457)		(563,391)		(599,849)
Taxes and fees with the Regulatory Authority		(321,088)		(2,758)		(1,776)	—		(325,622)		(344,478)		(379,692)
Commissions and advertising		—		—		(232,226)	—		(232,226)		(262,627)		(299,503)
Cost of equipment		(197,049)		—		—	—		(197,049)		(241,887)		(234,227)
Programming and content costs		(239,016)		—		—	—		(239,016)		(252,980)		(310,185)
Bad debt expenses		—		—		(85,217)	—		(85,217)		(97,236)		(124,382)
Other operating expenses		(132,932)		(34,958)		(32,962)	—		(200,852)		(206,963)		(247,159)
Depreciation, amortization and impairment of Fixed Assets		(1,057,047)		(169,143)		(86,260)	1,106		(1,311,344)		(1,534,060)		(3,358,932)
Total as of 12.31.2024	****	(2,834,793)		(535,500)		(914,876)	1,106		(4,284,063)
Total as of 12.31.2023	****	(3,138,631)	****	(580,226)	****	(1,036,777)	(684)	****		****	(4,756,318)	****
Total as of 12.31.2022	****	(3,458,373)	****	(651,381)	****	(1,166,035)	(1,669,121)	****		****		****	(6,944,910)

Other leases

Future minimum lease payments of non-cancellable other lease agreements of Telecom and its subsidiaries as of December 31, 2024, 2023 and 2022 in currency on the transaction date are as follows:


	****	Less than	****		****	More than 5	****
		1 year		1 ‑ 5 years		years		Total
2024		6,318		9,405		5,108		20,831
2023		3,844		8,401		3,229		15,474
2022		4,427		902		—		5,329

Further information is provided in Note 3.k).

NOTE 25 – FINANCIAL RESULTS, NET


	****	Years ended December 31,
	****	2024	****	2023	****	2022
		Profit (loss)
Interests on borrowings		(132,146)		(127,344)		(101,389)
Remeasurement in borrowings (*)		(102,728)		108,438		11,759
Foreign currency exchange gains on borrowings		1,687,816		(1,360,644)		291,606
Borrowings renegotiation results		2,169		(1,740)		(272)
Repurchase Notes		460		—		—
Total financial results from borrowings	****	1,455,571	****	(1,381,290)	****	201,704

(*) Related to Notes issued in UVA

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	Years ended December 31,
	2024	2023	2022
	Profit (loss)
Fair value gains/(losses) on financial assets at fair value through profit or loss	(45,400)	140,072	(86,008)
Other foreign currency exchange gains (losses)	187,639	(130,191)	2,548
Other interests, net	24,298	33,601	13,122
Other taxes and bank expenses	(116,636)	(55,175)	(47,198)
Financial expenses on pension benefits	(6,736)	(4,042)	(2,759)
Financial discounts on assets, debts and others	(27,625)	(15,847)	(21,639)
RECPAM	129,236	409,001	360,523
Total other financial results, net	144,776	377,419	218,589
Total financial results, net	1,600,347	(1,003,871)	420,293

NOTE 26 – FINANCIAL RISK MANAGEMENT

Financial risk factors

Telecom and its subsidiaries are exposed to the following financial risks in the ordinary course of its business operations:

●	Market risk: stemming from change in exchange rates, market prices and interest rates in connection with financial assets that have been originated and financial liabilities that have been assumed;
●	Credit risk: representing the risk of the non-fulfillment of the obligations undertaken by the counterpart regarding the operations of Telecom;
---	---
●	Liquidity risk: connected with the need to meet short-term financial commitments.
---	---

These financial risks are managed by:

●	The definition of guidelines for directing operations;
●	The activity of the Board of Directors and Management which monitors the level of exposure to mentioned risks consistently with prefixed general objectives;
---	---
●	The identification of the most suitable financial instruments, to reach prefixed objectives;
---	---
●	The monitoring of the results achieved.
---	---

This sensitivity analysis provides only a limited point of view of the sensitivity to market risk of certain financial instruments. The actual impact of changes in financial instruments may differ significantly from this estimate.

The policies to manage and the sensitivity analyses of the above financial risks by Telecom are described below.

Market risk

Foreign exchange risk

One of the main Telecom’s market risks is its exposure to changes in foreign currency exchange rates in the markets in which it operates.

Foreign currency risk is the risk that the future fair values or cash flows of a financial instrument may fluctuate due to exchange rate changes.

Telecom has great part of its commercial and financial debt denominated in US$ and other currencies, unlike the Company’s sales revenue, which is mainly generated in Argentine pesos. Additionally, Telecom and its subsidiaries hold cash and cash equivalents, largely denominated in foreign currencies, which contributes to reducing the exposure of commercial and financial obligations in foreign currencies. F-85

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The financial risk management policies of Telecom are directed towards diversifying the acquisition of goods and services in the functional currency and using selected DFI to mitigate long-term positions in foreign currency.

The appreciation of the US dollar against the Argentine peso in recent years has had and continues to have a negative impact on the payment and revaluation of debts denominated in foreign currency and may have a negative effect on our financial position and results of operations. This impact negatively affects the Company since we depend mainly on the domestic market with revenues usually collected in Argentine pesos.

Although in 2024 the Argentine peso continued to depreciate against the US dollar, with an annual devaluation of 27.7% per year, it should be noted that the rate of devaluation was lower tha inflation of the Argentine peso (which amounted to 117.8%).

As a result of the increased volatility of the Argentine peso over the past few years, the Central Bank of Argentina (BCRA) has implemented various measures to stabilize its value, including, among others, exchange restrictions for access to the Argentine Single and Free Exchange Market (MULC, for its Spanish acronym), which led to an increase in overdue commercial debts as of December 31, 2023.

Due to rising commercial debts, the BCRA offered bonds denominated in US dollars (BOPREAL, for its Spanish acronym), which could only be subscribed by importers with overdue debts for goods that had cleared customs and/or services that had been effectively rendered up until December 12, 2023. It is noteworthy that during January and February 2024, the Company and certain subsidiaries acquired BOPREAL bonds and used them to settle the foreign currency commercial debt held by the Company.

Any further depreciation and/or inability of the Company to acquire foreign currency could have an adverse effect on the financial position, the ability to meet obligations denominated in foreign currency, and the possibility to pay dividends or make payments (of principal or interest) on the Company’s borrowings.

Financial assets and liabilities denominated in foreign currencies

Financial assets and liabilities denominated in foreign currencies as of December 31, 2024 and 2023, are the following:


		2024		2023
		In equivalent millions of Argentine pesos
Assets		355,472		389,753
Liabilities		(2,627,952)		(4,904,557)
Liabilities Net	****	(2,272,480)	****	(4,514,804)

Sensitivity analysis

As of December 31,2024, which is a not hedged net liability position in foreign currency of US$2,201 million, Management estimates that an increase in the U.S. dollar exchange rate of approximately 20%, would result in a variation of approximately $454,495 million of the consolidated financial position in foreign currency.

As of December 31, 2023, which was a not hedged net liability position in foreign currency of US$2,564 million, Management estimates that an increase in the U.S. dollar exchange rate of approximately 20%, would result in a variation of approximately $902,961 million of the consolidated financial position in foreign currency.

Interest rate risk

Within its borrowings structure, Telecom and its subsidiaries have negotiable obligations, bank loans and loans from other financial entities denominated in pesos, dollars, RMB and guaraníes at fixed and variable rates and current account advances denominated in pesos in the short term and at rates renegotiable upon maturity, and are therefore exposed to the risk of interest rate fluctuations, mainly through the fluctuation of the SOF variable rate. F-86

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The proportion of fixed-rate and variable-rate borrowings as of December 31, 2024 and 2023 is detailed below:


	****	2024		****	2023
			%			%
Fixed rate		2,602,234	90	%	3,488,549	75	%
Variable rate		275,770	10	%	1,145,611	25	%
*Total borrowings ()**		2,878,004	100	%	4,634,160	100	%

All values are in US Dollars.

(*)includes capital and interest.

The Company manages its exposure to interest rate variation risk, optimizing the type of financing with the aim of improving terms and reducing its financial costs with improvements in interest rates. It also has used different hedging DFIs which convert variable rates into fixed rates. For more information on the DFIs held by the Company, see Note 22.

For more information about borrowings see Note 13.

Sensitivity analysis

As of December 31, 2024, Management believes that any variation of 100 bps in the agreed interest rates would result in $2,758 million gain / loss. As of December 31, 2023, Management believes that any variation of 100 bps in the agreed interest rates would result in $11,456 million gain / loss.

Price Risk

Telecom’s investments in financial assets at fair value through profit or loss are susceptible to the risk of changes in market prices arising from fluctuations in the future value of these assets. The Company conducts an ongoing monitoring of the evolution of these assets’ prices.

As of December 31, 2024 and 2023, the total value of investments with changes in fair value recognized in net income amounted to $12,952 million and $243,588 million, respectively.

Sensitivity Analysis

Management estimates that any 10% variation in the market price would result in $1,295 million and $24,358 million gain / loss as of December 31, 2024 and 2023, respectively.

Credit risk

Credit risk represents Telecom’s exposure to possible losses arising from the failure of commercial or financial counterparts to fulfill their assumed obligations. Such risk stems principally from economic and financial factors that could affect to our debtors.

Credit risk arises from cash and cash equivalents as well as credit exposures to customers, including outstanding receivables and committed transactions. F-87

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Telecom’s maximum theoretical exposure to credit risk is represented by the carrying amount of the financial assets and trade receivables, net recorded in the consolidated statement of financial position.



		Cash and cash			Trade		Other		Total as of
Date due		equivalents	Investments		receivables, net		receivables, net		December 31, 2024
Total due		—	—		111,262		1,062		112,324
Total not due		318,319	33,584		185,162		18,812		555,877
Total as of December 31, 2024	****	318,319	33,584	****	296,424	****	19,874	****	668,201


	****	Cash and cash	****		****	Trade	****	Other	****	Total as of
Date due		equivalents		Investments		receivables, net		receivables, net		December 31, 2023
Total due		—		—		176,315		3,302		179,617
Total not due		347,930		269,959		113,572		48,113		779,574
Total as of December 31, 2023	****	347,930	****	269,959	****	289,887	****	51,415	****	959,191

The accruals to the allowance for doubtful accounts are recorded: (i) for an exact amount on credit positions that present an element of individual risk (bankruptcy, customers under legal proceedings with the Company); and (ii) on credit positions that do not present such characteristics, by customer segment considering the aging of the accounts receivable balances, expected credit losses, customer creditworthiness and changes in the customer payment terms. Total overdue balances not covered by the allowance for doubtful accounts amount to $111,262 million and $176,315 million as of December 31, 2024 and 2023, respectively.

Regarding the credit risk relating to the asset included in the “Net borrowings or asset”, it should be noted that Telecom evaluates the outstanding credit of the counterparty and the levels of investment, based, among others, on their credit rating and the equity size of the counterparty.

In order to minimize credit risk, Telecom also pursues a diversification policy for its investments of liquidity with leading high-credit-quality banking and financial institutions and generally for short-term periods. Consequently, there are no significant positions with any one single counterpart.

Telecom serves a wide range of customers, including residential customers, businesses and governmental agencies. As such, Telecom’s account receivables are not subject to significant concentration of credit risk.

Liquidity risk

Liquidity risk represents the risk that Telecom and its subsidiaries have no funds to accomplish its obligations of any nature (labor, commercial, fiscal and financial, among others).

Telecom has an excellent credit rating and has several financing sources and several offers from first-class institutions to diversify its current funding structure, which includes accessing to capital market and obtaining competitive bank loans in what relates to terms and financial costs, in all cases, both at the domestic and international level, with the objective of covering its investments, operative working capital, and other corporative expenses and refinancing part of its borrowings. For further information on bank loans agreements, bank loans payments and bank loans restructured, see Note 13.

The Company’s management evaluates the national and international macroeconomic context (including regulatory restrictions and foreign exchange restrictions) to take advantage of market opportunities to presser the financial health for the benefit of its investors. F-88

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The table below contains a breakdown of financial liabilities into relevant maturity groups based on the remaining period at the date of the consolidated statement of financial position to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.


		Trade				Leases		Other		Total as of
Maturity Date	****	payables	****	Borrowings	****	liabilities	****	liabilities	****	December 31, 2024
Due		23,002		—		—		—		23,002
January 2025 thru December 2025		421,685		1,075,243		77,729		14,165		1,588,822
January 2026 thru December 2026		11,674		668,889		50,688		3,359		734,610
January 2027 thru December 2027		4,623		375,230		38,593		—		418,446
January 2028 and thereafter		179		1,283,442		76,581		—		1,360,202
	****	461,163	****	3,402,804	****	243,591	****	17,524	****	4,125,082


		Trade				Leases		Other		Total as of
Maturity Date	****	payables	****	Borrowings	****	liabilities	****	liabilities	****	December 31, 2023
Due		260,004		—		—		—		260,004
January 2024 thru December 2024		517,093		1,276,617		68,674		23,470	****	1,885,854
January 2025 thru December 2025		1,061		1,547,339		54,349		5,446	****	1,608,195
January 2026 thru December 2026		320		1,428,451		28,490		5,048	****	1,462,309
January 2027 and thereafter		610		847,100		62,204		745	****	910,659
	****	779,088	****	5,099,507	****	213,717	****	34,709	****	6,127,021

On the other hand, it should be noted that, Telecom and its subsidiaries have a typical working capital structure corresponding to a company with intensive capital that obtains spontaneous financing from its suppliers (especially PP&E) for longer terms than those it provides to its customers. F-89

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The Management uses the metrics a) working capital and b) liquidity rate to measure its short-term financial health and operational efficiency and assessing the Company’s ability to manage its liquidity and sustain their operational activities.

Working capital and liquidity risk as of December 31, 2024 and 2023 are detailed below:


	2024		2023		Variation
Trade receivables	295,992		289,338		6,654
Other receivables	44,755		70,752		(25,997)
Inventories	60,444		68,659		(8,215)
Current liabilities (not considering borrowings)	(885,671)		(1,182,978)		297,307
Negative operative working capital	(484,480)		(754,229)		269,749
Over revenues	11.71	%	16.82	%

Cash and cash equivalents	318,319		347,930		(29,611)
Other receivables	—		3,373		(3,373)
Investments	33,584		269,959		(236,375)
Current borrowings	(1,072,741)		(1,227,050)		154,309
Net Current financial (liability) asset	(720,838)		(605,788)		(115,050)

Assets classified as held for sale	1,765		—		1,765

Negative working capital (current assets – current liabilities)	(1,203,553)		(1,360,017)		156,464
Liquidity rate	0.38		0.44		(0.06)

During 2024, Telecom obtained funds from the financial market to refinance part of its borrowings in order to optimize its term, rate and structure, see Note 13 for more information. Telecom will continue with its strategy of refinancing its borrowings in order to extend the contractual terms, as well as to obtain lower financing costs, with the aim of being able to cover its negative working capital.

Capital management

The primary objective of Telecom’s capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximize shareholder value.

Telecom manages its capital structure and makes adjustments considering the business evolution and changes in the macroeconomic conditions.

To maintain or adjust the capital structure, the company may adjust the dividend payment to shareholders and the level of indebtedness.

The Company does not have to comply with regulatory capital adequacy requirements.

The issues related to financial debt ratios see Note 13.

NOTE 27 - BALANCES AND TRANSACTIONS WITH RELATED PARTIES

a) Controlling Company

CVH is the controlling company of Telecom Argentina, holding 28.16% of the capital stock of the Company. Additionally, both CVH and FTL, contributed to the Voting Trust (the Voting Trust Agreement was formalized on April 15, 2019), in accordance with the Shareholders´ Agreement, shares representing 10.92% of the capital of the Company so the shares subject to such agreement represent 21.84% of the total capital of the Company (the “Shares in Trust”). F-90

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According to the Voting Trust Agreement, the trustee appointed by CVH must vote the Shares in Trust as instructed or voted by CVH with respect to all issues except in respect of certain matters subject to veto under the Shareholders’ Agreement dated July 7, 2017.

b)Balances with Related parties

●	Associates and Joint venture


CURRENT ASSETS		Kind of related party		As of December 31,
Trade receivables	****		****	2024	2023
Ver TV		Associate		—	22
OPH		Joint venture		46	59
				46	81
Other receivables
La Capital Cable		Associate		—	457
Ver TV		Associate		—	4
				—	461
CURRENT LIABILITIES				****	****
Trade payables
La Capital Cable		Associate		207	7
TSMA		Associate		—	2
OPH		Joint venture		476	2,332
				683	2,341
Other liabilities
OPH		Joint venture		3,011	5,135
				3,011	5,135
NON - CURRENT LIABILITIES
Other liabilities
OPH		Joint venture		2,756	9,001
				2,756	9,001

**●**Other related parties


CURRENT ASSETS	As of December 31,
Trade receivables	2024	2023
Other related parties	1,875	1,428
	1,875	1,428
Other receivables
Other related parties	634	9
	634	9
CURRENT LIABILITIES
Trade payables
Other Related parties	12,144	9,989
	12,144	9,989

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c) Transactions with Related parties

●Associates and Joint venture


		Transaction		Kind of related party		Years ended December 31,
	****		****		****	2024	2023	2022
						Profit (loss)
						Revenues
La Capital Cable		Services revenues and other revenues		Associate		132	222	475
Ver TV		Services revenues and other revenues		Associate		53	72	—
OPH		Services revenues and other revenues		Joint venture		336	183	—
						521	477	475
						Operating costs
La Capital Cable		Fees for services		Associate		(1,779)	(1,895)	(1,206)
OPH		Fees for services		Joint venture		(894)	—	—
						(2,673)	(1,895)	(1,206)

●	Other Related parties


		Transaction		Years ended December 31,
	****		****	2024	2023	2022
				Profit (loss)
				Revenues
Other Related parties		Services and advertising revenues		5,765	4,299	3,371
				5,765	4,299	3,371
				Operating costs
Other Related parties		Programming costs		(40,661)	(38,725)	(47,313)
Other Related parties		Editing and distribution of magazines		(4,118)	(5,938)	(8,375)
Other Related parties		Advisory services		(8,743)	(5,022)	(6,049)
Other Related parties		Advertising purchases		(2,364)	(3,188)	(4,917)
Other Related parties		Other purchases and commissions		(6,220)	(2,437)	(2,082)
				(62,106)	(55,310)	(68,736)

The transactions discussed above were made on arm length transaction basis.When Telecom’s transactions represented more than 1% of its total shareholders’ equity, they were approved according to Law No, 26,831, the Bylaws and the Executive Committees’ Faculties and Performance Regulation.

d) Key Managers

Compensation for Directors for technical-administrative functions and Key Managers includes fixed and variable compensation, retention plans, social security contribution, and, in some cases, accrued severance compensation. Compensation for Directors and Key Managers of Telecom Argentina for the years ended December 31, 2024, 2023 and 2022 amounted to $17,266 million, $5,898 million and $2,775 million, respectively (in currency of the transaction date), and were recorded as expenses under the line item “Employee benefits expenses and severance payments”. As of December 31, 2024, an amount of $7,904 million remained unpaid.

Telecom Argentina has recorded fees of its Board of Directors’ members of $3,224 million, $765 million and $435 million for the year ended December 31, 2024, 2023 and 2022, respectively (in currency of the transaction date). As of December 31, 2024, there are no unpaid balances.

The members and alternate members of the Board of Directors do not hold executive positions in the Company or Company’s subsidiaries.

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NOTE 28 – BUSINESS ACQUISITION

The main acquisitions in 2024 are detailed below:

1.) TMSA

On September 14, 2024, the Company signed a share exchange and transfer agreement with EHM, controlling Company of TSMA and Ver TV, companies that provide TIC internet Access and TV services in some cities along the Province of Buenos Aires.

After said share exchange and transfer, Telecom Argentina holds 100% of its current subsidiary TSMA (previous direct/indirect interest in capital stock and votes was 50.1% and EHM holds 100% of Ver TV, in which Telecom Argentina had a 49%. Additionally, to the share exchange, the Company received US$5.5 million (US$ 2.5 million upon signing the agreement and US$ 3 million payable in seven semi - annual installments) for the transfer of shares. As of December 31, 2024, the Company has an outstanding receivable of $3.496 million, within Other current receivables ($1,079 million) and non-current ($2,417 million), respectively.

The Company, applying the guidelines of IFRS 3 (for a business combination in stages and the determination of the consideration transferred of non-monetary assets), has determined the fair value of the interest it held immediately before the exchange of shares. For this transaction, the Company recognized a loss of $3,718 million included in “Earnings (losess) from associates and joint ventures” line of the income statement.

The Company’s management has made a preliminary determination of the fair value of the assets acquired and liabilities assumed (net assets) of TSMA at the acquisition date, plus the compensation received of US$5.5 million and from the comparison with the consideration paid (interest in Ver TV) has determined a goodwill.

Details of the purchase consideration, the estimated net assets acquired and the goodwill resulting from the exchange of interest:


		(In current currency at		(In current currency as
Purchase consideration	****	the acquisition date)	****	of December 31, 2024)
Fair value of the interest in Ver TV		13,580		15,179
Compensation receivable		(3,435)		(3,840)
Compensation collect in cash		(2,862)		(3,199)
Total	****	7,283	****	8,140

The assets and liabilities in millions recognized as a result of the acquisition are as follows:


		(In current at		(In current currency as
	****	the acquisition date)	****	of December 31, 2024)
Cash and cash equivalents		43		48
Investment		3,364		3,760
Trade receivables		635		710
PP&E (1)		9,223		10,307
Intangible asset (2)		1,392		1,556
Trade payables		(1,242)		(1,388)
Other assets / liabilities, net		(3,224)		(3,602)
Net identifiable assets acquired	****	10,191	****	11,391
Less: Fair value of previous interest in TSMA (50.1%)		(7,312)		(8,173)
Add: goodwill		4,404		4,922
Total	****	7,283	****	8,140
(1)	PP&E: For the determination of fair values, the following approaches were used: a) the market approach (comparative sales) for real estate and vehicles (fixed assets that have a second-hand market) and b) the cost approach (replacement cost new of the identified assets adjusted for physical deterioration, functional and economic obsolescence) for the rest of the fixed assets.
---	---
(2)	Correspond to the Customer relationship, for the determination of fair values, were used the income approach (discounted cash flow method).
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Revenue and profit contribution

The acquired business contributed revenues of $7,208 million and net income of $331 million for the period from September 1, 2024 to December 31, 2024.

**2)**Naperville and Saturn

On October 8, 2023, our subsidiary Televisión Dirigida entered into two call option agreements with the shareholder of Naperville and Saturn (companies incorporated in the state of Delaware, USA), for 100% of their equity interests and votingl rights. These companies have a shareholding that represents approximately 76.63% and 23.37%, respectively, of the share capital and voting rights of Manda S.A., which in turn is the sole shareholder and owns 100% of RISSAU’s share capital and votes, an operating company whose main activity is the installation and operation of broadcasting services.

Additionally, Televisión Dirigida entered into one call option agreement with the minority shareholders of Manda S.A for 100% of their equity interests and voting rights in such company, which represent 0.007%.

The agreed prices amount to an aggregate of approximately US$42 million, of which Televisión Dirigida paid an option premium of US$5 million ($1,750 million stated at the exchange rate prevailing on the transaction date).

2.1) Exercise call option Naperville

On May 20, 2024, the subsidiary Televisión Dirigida partially exercised the call option to purchase 51% of Naperville.

The transaction price amounted to US$ 16.4 million ($14,583 million stated at the exchange rate prevailing on the transaction date), which shall be settled as follows: a) US$ 3.8 million ($ 3,403 million stated at the exchange rate prevailing on the transaction date) has been paid as an option premium on the date of execution of the Option Agreement dated October 4, 2023, b) US$ 12.6 million for the partial acquisition of 51%, of which US$ 6 million -$ 5,333 million stated at the exchange rate prevailing on the transaction date- was paid within 48 hours of signing date, and US$ 6.6 million -$5,847 million stated at the exchange rate prevailing on the transaction date- cancelled on July 31, 2024.

Additionally, on the same day, Televisión Dirigida also exercised the call option for US$ 3,108 to purchase all the shares held by minority shareholders in Manda, which represent 0.007% of the capital stock and votes of said company.

The Company’s management has made a preliminary determination of the fair value of the assets acquired and liabilities assumed (net assets) at the acquisition date, and from the comparison with the consideration paid has determined a goodwill.

Details of the purchase consideration, the estimated net assets acquired and the goodwill resulting from the exercise of the call option for 51% of Naperville:


	****	(In current at	****	(In current currency as
Purchase consideration	****	the acquisition date)	****	of December 31, 2024)
Call option		3,403		4,492
Cash Paid		11,180		14,754
Total	****	14,583	****	19,246

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The assets and liabilities in millions recognized as a result of the acquisition are as follows:


	****	(In current at	****	(In current currency as
		the acquisition date)		of December 31, 2024)
Cash and cash equivalents		642		847
Investment		1,613		2,129
Trade receivables		420		554
PP&E (1)		2,019		2,663
Intangible assets (2)		1,643		2,169
Trade payables		(1,343)		(1,772)
Other assets / liabilities, net		(2,706)		(3,498)
Net identifiable assets acquired	****	2,288	****	3,092
Less: non-controlling interests		(1,394)		(1,883)
Add: goodwill		13,689		18,037
Net assets acquired	****	14,583	****	19,246
(1)	PP&E: For the determination of fair values, were used the cost approach (replacement cost new of the identified assets adjusted for physical deterioration, functional and economic obsolescence).
---	---
(2)	Correspond to the Customer relationship, for the determination of fair values, the income approach (discounted cash flow method).
---	---

Revenue and profit contribution

The acquired business contributed revenues of $7,351 million and net income of $3,076 million for the period from May 1, 2024 to December 31, 2024.

2.2) Transaction non-controlling interest

On July 17, 2024, Televisión Dirigida exercised the call option to purchase the remaining shares, accounting for 49% of Naperville for US$ 15.8 million.

Also, on that same day, the Company exercised the call option to purchase 100% of Saturn for US$9.8 million (including US$1.2 million of a premium for the Saturn call option, which the Company retained, to be deducted from said price).

After these acquisitions, Televisión Dirigida holds 100% ownership of Naperville, Saturn, Manda, and

RISSAU

as of December 31, 2024. As of December 31, 2024, Televisión Dirigida paid 100% of the amounts established for both acquisitions.

This operation represents a transaction between controlling and non-controlling shareholders in the consolidated financial statements. Therefore, the Company recorded a $1,691 million adjustment to the non-controlling interest balance as of December 31, 2024 and the difference arising from the total purchase price of $24,706 million was recorded in “Other comprehensive income” under Equity attributable to controlling shareholders as of that date, as provided under IFRS 10.

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NOTE 29 – SUBSEQUENT EVENTS

On February 24, 2025, the Company acquired 86,460,983,849 ordinary shares of Telefónica Móviles Argentina S.A., representing 99.999625% of its capital. Telefónica Móviles Argentina S.A. is a company incorporated in the Argentine Republic, and provides mobile and fixed telephony, fixed broadband and video services nationwide in Argentina.

The total consideration involved in this transaction was US$1,245 million which has been settled as follows: a) assuming a debt that the selling party had with TMA for US$126 million; and b) the outstanding amount of US$1,119 million in cash which was financed through two loans:

•	A Syndicated Loan granted by Banco Bilbao Vizcaya Argentaria S.A., Deutsche Bank Ag, London Branch and Banco Santander, S.A. for an amount of US$970 million for a period of 48 months with 100% payment of the principal at maturity. The principal paid accrues interest at a quarterly SOFR plus a margin that is initially set at 4.5%, gradually increasing to 7% over the life of the loan; and
•	A Bilateral Loan granted by Industrial and Commercial Bank of China (Argentina) S.A.U. for an amount of US$200 million for a period of 60 months, with a 36-month grace period and a semi-annual amortization schedule that begins after such period. The principal accrues interest at a quarterly SOFR plus a margin of 4 percentage points.
---	---

These loans establish, among other provisions, the obligation to comply with the financial ratios i) “Net Debt/EBITDA” and ii) “EBITDA/Interest Net”, which are calculated based on contractual definitions, on a quarterly basis, along with the presentation of the Company’s financial statements.

This transaction qualifies as a permitted acquisition under the original loan agreements mentioned in Note 13.c). As of the acquisition date, the Company has calculated and reported to banks the ratios EBITDA/Interest Net ratio and Net Debt/EBITDA ratio on an actual and pro forma basis according to the methodology established in such agreements for these transactions, complying with the established limits (less than 2.5 and higher than 3.00, respectively), and also complying with the rest of the covenants established in the original loan contracts.

Certain disclosures such as the fair value of the identifiable net assets and the expected goodwill, among others, cannot be made given the proximity of the acquisition to the date of issuance of these consolidated financial statements and, consequently, the Company has not completed the analysis required by IFRS 3.

The transaction was duly notified to the CNV and will be notified to the CNDC and ENACOM in order to submit the acquisition to the review of these Authorities.

		Carlos Moltini
		Chairman of the Board of Directors

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Table of Contents ITEM 19. **** EXHIBITS

Exhibits:

1.1		Estatutos Sociales (Bylaws) of Telecom Argentina, as amended and restated (English translation) (incorporated by reference to Telecom’s report on Form 6-K filed on October 19, 2021).
2.1		Amended and Restated Deposit Agreement among Telecom Argentina S.A., JPMorgan Chase Bank, N.A., as depositary, and all holders from time to time of ADRs issued thereunder, including the form of American Depositary Receipt, dated May 7, 2021 (incorporated by reference to Telecom’s registration statement on Form F-6 (No. 333-255672)).

2.2		Description of rights of each class of securities registered under Section 12 of the Securities Exchange Act of 1934 (included as Exhibit 2.6 of the Form 20-F filed by Telecom Argentina on March 18, 2020 and incorporated by reference herein).

2.3		Indenture between Telecom Argentina S.A., as issuer, UMB Bank, N.A. as trustee, paying agent, registrar and transfer agent and Banco Santander Argentina S.A. as Argentine paying agent, registrar and transfer agent, and representative of the trustee in Argentina, dated July 18, 2024.

2.4		Syndicated Loan Agreement between Telecom Argentina and Banco Bilbao Vizcaya Argentaria, S.A., Deutsche Bank AG, London Branch and Banco Santander, S.A., as joint bookrunners and lead arrangers, Banco Bilbao Vizcaya Argentaria, S.A., New York Branch, as administrative agent and JPMorgan Chase Bank, N.A., Sucursal Buenos Aires, as onshore custody agent, dated February 23, 2025.

2.5		Bilateral Loan Agreement between Telecom Argentina and the Industrial and Commercial Bank of China, as lender, dated February 21, 2025.

3.1		Voting Trust Agreement between Cablevisión Holding S.A., VLG S.A.U., Fintech Telecom LLC, Fintech Advisory, Inc., Mr. Héctor Horacio Magnetto, Mr. José Antonio Aranda, Mr. Lucio Rafael Pagliaro and Mr. David Manuel Martínez Guzmán, dated April 15, 2019 (previously filed as Exhibit 99.9 to Telecom’s Schedule 13D filed on April 16, 2019, and incorporated by reference herein).
4.1		Telecom Shareholders’ Agreement among VLG Argentina LLC, CVH, Fintech Telecom, LLC, Fintech Media, LLC and Fintech Advisory Inc., dated July 7, 2017 (previously filed as Exhibit 32 to Telecom’s Schedule 13D filed on July 10, 2017, and incorporated by reference herein).
4.2		IFC Loan Agreement between Telecom Argentina and International Finance Corporation, dated June 28, 2022 (included as Exhibit 4.7 of the Form 20-F filed by Telecom Argentina on March 20, 2023, and incorporated by reference herein).
4.3		Amended and Restated IDB Invest Loan Agreement between Telecom Argentina and Inter-American Investment Corporation, dated October 20, 2023 (included as Exhibit 4.6 of the Form 20 - F filed by Telecom Argentina on March 21, 2024, and incorporated by reference herein).

8.1		List of Subsidiaries.
11.1		Insider Trading Policy of Telecom Argentina S.A., dated February 27, 2025.

12.1		Certification of Roberto D. Nóbile of Telecom Argentina S.A. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
12.2		Certification of Gabriel Blasi of Telecom Argentina S.A. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

PART III	TELECOM ARGENTINA S.A.

167

Table of Contents

13.1		Certification of Roberto D. Nóbile and Gabriel Blasi pursuant to U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97		Policy Relating to Recovery of Erroneously Awarded Compensation of Telecom Argentina S.A., dated November 15, 2023 (included as Exhibit 97 of the Form 20 - F filed by Telecom Argentina on March 21, 2024, and incorporated by reference herein).

15		Consent of Price Waterhouse & Co. S.R.L., independent registered public accounting firm
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema
101.CAL		XBRL Taxonomy Extension Calculation Linkbase
101.DEF		XBRL Taxonomy Extension Definition Linkbase
101.LAB		XBRL Taxonomy Extension Label Linkbase
101.PRE		XBRL Taxonomy Extension Presentation Linkbase

PART III	TELECOM ARGENTINA S.A.

168

Table of Contents SIGNATURE

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.

	Telecom Argentina S.A.
	By:	/s/ GABRIEL BLASI
		Name:	Gabriel Blasi
		Title:	Chief Financial Officer
Date: February 28, 2025

Exhibit 2.3

TELECOM ARGENTINA S.A.

as Issuer

UMB Bank, N.A.

as Trustee, Paying Agent, Registrar and Transfer Agent

and

Banco Santander Argentina S.A.

as Argentine Paying Agent, Argentine Registrar and Transfer Agent and Representative of the Trustee in Argentina

Indenture

Dated as of July 18, 2024

9.500% Senior Amortizing Notes due 2031

TABLE OF CONTENTS


	Article 1	Page
	Definitions and Incorporation by Reference

Section 1.01	Definitions.	2
Section 1.02	Rules of Construction	17

	Article 2
	Issue, Execution, Form and Registration of Notes

Section 2.01	Authentication and Delivery of Notes	18
Section 2.02	Execution of Notes	18
Section 2.03	Certificate of Authentication	18
Section 2.04	Form, Denomination and Date of Notes; Payments	19
Section 2.05	Registration, Transfer and Exchange	22
Section 2.06	Book-entry Provisions For Global Notes	24
Section 2.07	Special Transfer Provisions	25
Section 2.08	Mutilated, Defaced, Destroyed, Stolen and Lost Notes	28
Section 2.09	Further Issues	29
Section 2.10	Cancellation of Notes; Disposition Thereof	30
Section 2.11	Repurchases	30
Section 2.12	Security Identifier Numbers	30

	Article 3
	Redemption; Offer to Purchase

Section 3.01	Optional Redemption With a Make-Whole Premium	31
Section 3.02	Optional Redemption Without a Make-Whole Premium	31
Section 3.03	Redemption With Proceeds of Equity Offerings	31
Section 3.04	Optional Redemption upon a Tax Event	31
Section 3.05	Notice of Redemption	32
Section 3.06	Offer to Purchase	33

	Article 4
	Covenants

Section 4.01	Payment of Notes	36
Section 4.02	Maintenance of Office or Agency	37
Section 4.03	Ranking	38
Section 4.04	Limitation on Liens	38
Section 4.05	Limitation on Sale and Leaseback Transactions	38
Section 4.06	Repurchase of Notes Upon a Change of Control Triggering Event	38
Section 4.07	Reporting Requirements	39
Section 4.08	Listing	41
Section 4.09	Payment of Additional Amounts	41
Section 4.10	Money for Notes Payment to be Held in Trust	43


	Article 5
	Limitation on Consolidation, Merger or Sale of Assets

Section 5.01	Limitation on Consolidation, Merger or Sale of Assets by the Company	44

	Article 6
	Default and Remedies

Section 6.01	Events of Default	45
Section 6.02	Acceleration	47
Section 6.03	Other Remedies	47
Section 6.04	Waiver of Past Defaults	47
Section 6.05	Control by Majority	48
Section 6.06	Limitation on Suits	48
Section 6.07	Rights of Holders to Receive Payment	48
Section 6.08	Collection Suit by Trustee	49
Section 6.09	Trustee May File Proofs of Claim	49
Section 6.10	Priorities	49
Section 6.11	Restoration of Rights and Remedies	49
Section 6.12	Undertaking for Costs	50
Section 6.13	Rights and Remedies Cumulative	50
Section 6.14	Delay or Omission Not Waiver	50

	Article 7
	The Trustee

Section 7.01	General	50
Section 7.02	Certain Rights of Trustee	51
Section 7.03	Individual Rights of Trustee	53
Section 7.04	Trustee’s Disclaimer	54
Section 7.05	Notice of Default	54
Section 7.06	Compensation And Indemnity	54
Section 7.07	Replacement of Trustee	55
Section 7.08	Successor Trustee by Merger	56
Section 7.09	Eligibility	56
Section 7.10	Representative of the Trustee in Argentina	56

	Article 8
	Satisfaction and Discharge

Section 8.01	Satisfaction and Discharge of Indenture	57
Section 8.02	Application of Trust Money.	58


	Article 9
	Defeasance and Discharge

Section 9.01	Discharge of Company’s Obligations	58
Section 9.02	Legal Defeasance	58
Section 9.03	Covenant Defeasance	58
Section 9.04	Application of Trust Money.	59
Section 9.05	Repayment to Company	59
Section 9.06	Reinstatement	60

	Article 10
	Amendments, Supplements and Waivers

Section 10.01	Amendments Without Consent of Holders	60
Section 10.02	Amendments With Consent of Holders	61
Section 10.03	Amendments With Unanimous Consent of Holders	61
Section 10.04	Meetings of Holders	62
Section 10.05	Effect of Consent	64
Section 10.06	Trustee’s Rights and Obligations	64
Section 10.07	Notice of Amendments	64

	Article 11
	Miscellaneous

Section 11.01	Noteholder Actions	65
Section 11.02	Notices	65
Section 11.03	Certificate and Opinion as to Conditions Precedent	68
Section 11.04	Statements Required in Certificate or Opinion	68
Section 11.05	Payment Date Other Than A Business Day	69
Section 11.06	Governing Law, Etc.	69
Section 11.07	Currency Indemnity	70
Section 11.08	No Adverse Interpretation of Other Agreements	71
Section 11.09	Successors	71
Section 11.10	Counterparts	72
Section 11.11	Separability	72
Section 11.12	Table of Contents and Headings	72
Section 11.13	No Personal Liability of Directors, Officers, Employees, Incorporators, Members or Stockholders	72
Section 11.14	Patriot Act	72
Section 11.15	Force Majeure	73
Section 11.16	Waiver of Trial by Jury	73

iii

EXHIBITS

EXHIBIT A	Form of Face of Certificated Note
EXHIBIT B	Transfer Notice
EXHIBIT C	Form of Restricted Global Note
EXHIBIT D	Form of Regulation S Global Note
EXHIBIT E	Form of Certificate to be Delivered in Connection with Transfers Pursuant to Regulation S During the Distribution Compliance Period
EXHIBIT F	Form of Certificate to be Delivered in Connection with Transfers Pursuant to Regulation S Upon and Following Expiration of the Distribution Compliance Period
EXHIBIT G	Form of Certificate to be Delivered in Connection with Transfers to QIBs

INDENTURE, dated as of July 18, 2024, among Telecom Argentina S.A., a corporation incorporated under the laws of Argentina (the “Company” or the “Issuer”), UMB Bank, N.A., as Trustee, Paying Agent, Registrar and Transfer Agent and Banco Santander Argentina S.A., as Argentine Paying Agent, Argentine Registrar and Transfer Agent and Representative of the Trustee in Argentina. Capitalized terms not defined elsewhere in this Indenture shall have the meanings assigned to them in Section 1.01 hereof.

RECITALS

WHEREAS, (i) the Company’s main corporate purpose and activity is to provide information and communication technology services, (ii) the Company was incorporated as a sociedad anónima under the laws of Argentina on April 23,1990 and July 3, 1990 and registered with the Public Registry of Commerce on July 13, 1990, under Nº 4570, Book 108, Volume A of “Sociedades Anónimas”, is domiciled in Argentina, has a term of duration of 99 years and its registered offices are located at General Hornos 690, City of Buenos Aires, Argentina, (iii) as of March 31, 2024, the Company had a capital stock of Pesos 2,153,688,011 and the Company had a consolidated net worth (patrimonio neto) of Pesos 3,975,856 million; (iv) as of the date hereof, the Company has issued (1) the Series 1 notes under the Program in a principal amount of U.S.$400,000,000 due 2026; (2) the Series 3 notes under the Program in a principal amount of Pesos 3,196,524,154 due 2021; (3) the Series 4 notes under the Program in a principal amount of Pesos 1,200,229,180 due 2021; (4) the Series 5 notes under the Program in a principal amount of U.S.$388,871,000 due 2025; (5) the Series 6 notes under the Program in a principal amount of Pesos 1,928,950,000 due 2021; (6) the Series 7 notes under the Program in a principal amount of 125,248,683 UVAs due 2023; (7) the Series 8 notes under the Program in a principal amount of 133,628,950 UVAs, due 2025; (8) the Series 9 notes under the Program in a principal amount of U.S.$91,831,939 due 2024; (9) the Series 10 notes under the Program in a principal amount of 126,568,927 UVAs due 2025; (10) the Series 11 notes under the Program in a principal amount of Pesos 2,000,000,000 due 2023; (11) the Series 12 notes under the Program in a principal amount of U.S.$22,722,400 due 2027; (12) the additional series 12 notes under the Program in a principal amount of U.S.$75,000,000 due 2027; (13) the Series 13 notes under the Program in a principal amount of Pesos 2,347,500,000 due 2023, (14) the Series 14 notes under the Program in a principal amount of U.S.$62,390,111 due 2028; (15) the Series 15 notes under the Program in a principal amount of U.S.$87,403,386 due 2026, (16) the Series 16 notes under the Program in a principal amount of U.S.$180,419,658 due 2025, (17) the Series 18 notes under the Program in a principal amount of 74,560,247 UVAs due 2027, (18) the Series 19 notes under the Program in a principal amount of U.S.$34,571,633 due 2026, (19) the additional Series 19 notes under the Program in a principal amount of U.S.$30,908,151 due 2026, (20) the Series 20 notes under the Program in a principal amount of U.S.$59,728,670 due 2026, and (21) the additional Series 20 notes under the Program in a principal amount of U.S.$21,568,635 due 2026; (v) as of the date hereof, the Company does not have any secured financial debt; and (vi) as of June 30, 2024, the Company had an aggregate principal amount of Peso-denominated notes outstanding of Pesos 349,065,686,220 and an aggregate principal amount of U.S. dollar denominated notes outstanding of U.S.$1,235,256,214;

WHEREAS the shareholders of the Company, pursuant to resolutions dated December 28, 2017, and the Board of Directors of the Company, pursuant to a resolution dated December 28, 2017, duly authorized the creation of the Company’s U.S.$3,000,000,000 global note program for the issuance of obligaciones negociables (the “Program”) in accordance with the Negotiable Obligations Law, the Argentine Capital Markets Law and the CNV Rules;

WHEREAS, the creation of the Program was authorized by the CNV pursuant to Resolution No. 19,481 dated April 19, 2018, the amendment of certain terms of the Program was authorized by CNV pursuant to Resolution No. RESFC-2022-21603-APN-DIR#CNV dated January 27, 2022 and the extension of the term of the Program was authorized by the CNV pursuant to Disposition No. DI-2023-12-APN-GE#CNV dated April 11, 2023;

WHEREAS, the Trustee is a national association and it has agreed to act as Trustee, Registrar, Transfer Agent and Paying Agent under this Indenture;

WHEREAS, pursuant to the resolutions of an authorized representative (subdelegado) of the Company dated July 8, 2024 and July 11, 2024 of the Company by delegation of authority granted by the Company’s shareholders pursuant to a resolution dated April 27, 2022 and by virtue of the sub-delegation granted by the Board of Directors of the Company on June 18, 2024, the Company has duly authorized the execution and delivery of this Indenture to provide for an initial issuance of up to U.S.$500,000,000 (that may be increased for up to U.S.$1,000,000,000) aggregate principal amount of the Company’s 9.500% Senior Amortizing Notes due 2031, and, if and when issued, any Additional Notes as provided herein, as its Series 21 notes under the Program (the “Notes”);

WHEREAS, the Notes will constitute non-convertible negotiable obligations (obligaciones negociables simples no convertibles) in accordance with the Negotiable Obligations Law, will be entitled to the benefits set forth therein and subject to the procedural requirements established therein, and will be issued and placed in accordance with such law, the Argentine Capital Markets Law and the CNV Rules, and any other Argentine applicable laws and regulations;

WHEREAS, all things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done, and the Company has done all things necessary to make the Notes, when executed by the Company and authenticated and delivered by the Trustee and duly issued by the Company, the valid obligations of the Company as hereinafter provided.

THIS INDENTURE WITNESSETH

For and in consideration of the premises and the purchase of the Notes by the Holders thereof, the parties hereto covenant and agree, for the equal and proportionate benefit of all Holders, as follows:

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01Definitions.

“Acquired Debt” means Debt of a Person existing at the time the Person merges with or into or becomes a Subsidiary and not Incurred in connection with, or in contemplation of, the Person merging with or into or becoming a Subsidiary. Acquired Debt will be deemed to have been Incurred at the time such Person becomes a Subsidiary or at the time it merges or consolidates with the Company or a Subsidiary or at the time such Debt is assumed in connection with the acquisition of assets from such Person.

“Additional Amounts” has the meaning set forth in Section 4.09.

“Additional Closing Date” means the date on which the Additional Notes are issued pursuant to Section 2.09.

“Additional Notes” has the meaning set forth in Section 2.09.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”) with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“Agent” means any Paying Agent, Authenticating Agent, Registrar, Transfer Agent, Representative of the Trustee in Argentina, Argentine Paying Agent, Argentine Registrar and Transfer Agent or other agent appointed in accordance with this Indenture to perform any function that this Indenture authorizes such agent to perform.

“Agent Members” means members of, or participants in, the Depositary, including Euroclear and Clearstream, Luxembourg.

“Applicable Law” has the meaning set forth in Section 11.14. “Argentina” means the Republic of Argentina.

“Argentine Capital Markets Law” means the Argentine Capital Markets Law No.

26,831, as amended.

“Argentine Foreign Exchange Regulations” has the meaning assigned to such term on Section 4.01(f).

“Argentine Paying Agent” means Banco Santander Argentina S.A. or such other person designated from time to time by the Company in accordance with this Indenture.

“Argentine Registrar and Transfer Agent” means a Person engaged to maintain a record of all registrations and transfers of the Notes in Argentina and, initially, Banco Santander Argentina S.A. (or any of its successor and assigns).

“Attributable Debt” means, with respect of a Sale and Leaseback Transaction, as at the time of determination, the present value (discounted at the interest rate implicit in the Sale and Leaseback Transaction) of the total obligations of the lessee for rental payments during the remaining term of the lease in the Sale and Leaseback Transaction.

“Authenticating Agent” refers to a Person engaged to authenticate the Notes in the stead of the Trustee.

“Authorized Agent” has the meaning assigned to such term in Section 11.06(c).

“Authorized Officers” has the meaning assigned to such term in Section 11.02(g).

“Average Life” means, with respect to any Debt, the quotient obtained by dividing (i) the sum of the products of (x) the number of years from the date of determination to the dates of each successive scheduled principal payment of such Debt and (y) the amount of such principal payment by (ii) the sum of all such principal payments.

“Bankruptcy Law” means the Argentine Insolvency and Bankruptcy Law No. 24,522, as amended, or any other applicable bankruptcy, insolvency or other similar law now or hereafter in effect.

“BCBA” means the Buenos Aires Stock Exchange, or Bolsa de Comercio de Buenos Aires.

“Board of Directors” means, with respect to any Person, the board of directors or similar governing body of such Person or any duly authorized committee thereof.

“Business Day” means a day other than a Saturday, Sunday or any day on which banking institutions are authorized or required by law to close in New York City, New York or Buenos Aires, Argentina.

“ByMA” means Bolsas y Mercados Argentinos S.A.

“Cablevisión” means Cablevisión S.A.

“Capital Lease” means, with respect to any Person, any lease of any property which, in conformity with IFRS Accounting Standards, is required to be capitalized on the balance sheet of such Person.

“Capital Stock” means, with respect to any Person, any and all shares of stock of a corporation, partnership interests or other equivalent interests (however designated, whether voting or non-voting) in such Person’s equity, entitling the Holder to receive a share of the profits and losses, and a distribution of assets, after liabilities, of such Person.

“Certificated Notes” means the Notes in certificated, registered form, in substantially the form attached hereto as Exhibit A, executed and delivered by the Company and authenticated by the Trustee in exchange for the Global Notes, (i) in the event that the Depositary is at any time unwilling or unable to act as depository for the Global Notes or if at any time the Depositary

shall no longer be a clearing agency registered under the Exchange Act and a successor depository is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, (ii) the Company elects to discontinue use of the system of book-entry transfers through DTC or a successor Depositary, or (iii) an Event of Default has occurred and is continuing with respect to the Notes.

“Change of Control” means the occurrence of any of the following events:

(1)any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), excluding a Permitted Holder or an underwriter engaged in a firm commitment underwriting in connection with a public offering of the Voting Stock of the Company, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person shall be deemed to have “beneficial ownership” of all securities that such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of a majority of the then-outstanding number of shares of Voting Stock of the Company and the Permitted Holders so “beneficially own,” directly or indirectly, in the aggregate, a lesser percentage of the total Voting Stock of the Company; or

(2)any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company to any Person or group of Persons or the merger or consolidation of the Company with or into another corporation, with the effect, in any such transaction, that either (a) immediately after such transaction any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) (other than a Permitted Holder), shall have become the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person shall be deemed to have “beneficial ownership” of all securities that such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time) of securities of the transferee corporation or the surviving corporation of such transfer, merger or consolidation representing a majority of the then-outstanding number of shares of Voting Stock of the transferee corporation or the surviving corporation and the Permitted Holders “beneficially own,” directly or indirectly, in the aggregate a lesser percentage of the total Voting Stock of the transferee corporation or the surviving corporation or (b) the securities of the Company that are outstanding immediately prior to such transaction and which represent 100% of the voting power of the Voting Stock of the Company are changed into or exchanged for cash, securities or property, unless pursuant to such transaction such securities are changed into or exchanged for, in addition to any other consideration, (A) securities of the transferee corporation or the surviving corporation that represent, immediately after such transaction, a majority of the then-outstanding number of shares of Voting Stock of the transferee corporation or the surviving corporation or (B) securities that represent immediately after such transaction a majority of the then-outstanding number of shares of Voting Stock of the corporation that owns, directly or indirectly, 100% of the Voting Stock of the transferee corporation or the surviving corporation of that transaction (the “holding company”) and, in the case of each of (A) and (B), if any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) (other than a Permitted Holder), shall have become the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person shall be deemed to have “beneficial ownership” of all securities that such person has the right to acquire, whether such right is exercisable immediately or only after

the passage of time) of securities representing a majority of the then-outstanding number of shares of Voting Stock of the transferee corporation or the surviving corporation or the holding company, the Permitted Holders “beneficially own,” directly or indirectly, in the aggregate a greater percentage of the total Voting Stock of the transferee corporation or the surviving corporation or the holding company than such “person” or “group.”

“Change of Control Offer” has the meaning assigned to such term in Section 4.06(b).

“Change of Control Payment” has the meaning assigned to such term in Section 4.06(a).

“Change of Control Payment Date” has the meaning assigned to such term in Section 4.06(b).

“Change of Control Triggering Event” means the occurrence of a Change of Control that results in a Ratings Decline.

“Clearstream, Luxembourg” means Clearstream Banking, société anonyme, Luxembourg, as operator of the Clearstream system, and its successors.

“CNV” means the Argentine Securities Commission (Comisión Nacional de Valores).

“CNV Rules” means the rules and regulations of the CNV in effect from time to time.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Company” or “Issuer” means the party named as such in the first paragraph of this Indenture or any successor obligor under this Indenture and the Notes pursuant to Article 5.

“Company Order” means a written request or order signed in the name of the Company by an Officer.

“Consolidated Net Tangible Assets” means, at any time, the total of all assets appearing on a consolidated balance sheet of the Company and its Subsidiaries, net of all applicable reserves and deductions, but excluding goodwill, trade names, trademarks, patents, unamortized debt discount and all other intangible assets, less the aggregate of the current liabilities of the Company and its Subsidiaries appearing on such balance sheet, in each case as determined in accordance with IFRS Accounting Standards.

“Corporate Trust Office” means the office of the Trustee at which the corporate trust business of the Trustee is principally administered, which at the date of this Indenture is located at 100 William Street, Suite 1850, New York, New York 10038, Attention: Ray Haniff, or such other address as the Trustee may designate from time to time by notice to the Noteholders.

“Custodian” means a custodian of the Global Notes for DTC under a custody agreement or any similar successor agreement.

“Debt” means, with respect to any Person, without duplication:

(1)all indebtedness of such Person for borrowed money;

(2)all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

(3)all obligations of such Person in respect of letters of credit, bankers’ acceptances or other similar instruments, excluding obligations in respect of trade letters of credit or bankers’ acceptances issued in respect of trade payables to the extent not drawn upon or presented, or, if drawn upon or presented, the resulting obligation of the Person is paid within 10 Business Days;

(4)all obligations of such Person to pay the deferred and unpaid purchase price of property or services which are recorded as liabilities under IFRS Accounting Standards, excluding trade payables arising in the ordinary course of business;

(5)all obligations of such Person as lessee under Capital Leases;

(6)all Debt of other Persons Guaranteed by such Person to the extent so Guaranteed;

(7)all Debt of other Persons secured by a Lien on any asset of such Person, whether or not such Debt is assumed by such Person;

(8)all obligations of such Person under Hedging Agreements; and

(9)all Disqualified Stock.

The amount of Debt of any Person will be deemed to be:

(A)with respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving rise to the obligation;

(B)with respect to Debt secured by a Lien on an asset of such Person but not otherwise the obligation, contingent or otherwise, of such Person, the lesser of (x) the fair market value of such asset on the date the Lien attached and (y) the amount of such Debt;

(C)with respect to any Debt issued with original issue discount, the face amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt;

(D)with respect to any Hedging Agreement, the net amount payable if such Hedging Agreement terminated at that time due to default by such Person;

(E)with respect to Disqualified Stock, the involuntary liquidation preference thereof plus accrued and unpaid dividends thereon; and

(F)otherwise, the outstanding principal amount thereof.

“Default” means any event that is, or after notice or passage of time or both would be, an Event of Default.

“Depositary” means the depositary for each Global Note, which will initially be DTC.

“Disqualified Stock” means Capital Stock that, by its terms or upon the happening of any event is:

(1)required to be redeemed or redeemable at the option of the Holder prior to the Stated Maturity of the Notes for consideration other than Qualified Stock, or

(2)convertible at the option of the Holder or exchangeable for Debt.

“Distribution Compliance Period” means (1) in the case of the Notes issued on the Issue Date, the 40-day period after the latest to occur of (a) the commencement of the sale of the Notes and (b) the Issue Date and (2) in the case of any Additional Notes, the 40-day period after the later to occur of (a) the commencement of the sale of the Additional Notes and (b) the Additional Closing Date. The Company shall deliver an Officers’ Certificate to the Trustee certifying the termination of any Distribution Compliance Period.

“DTC” means The Depository Trust Company, a New York corporation, and its successors.

“Electronic Means” shall mean the following communications methods: S.W.I.F.T., e- mail (with a .pdf attached), facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder.

“Equity Offering” means an offering for cash, after the Issue Date, of Qualified Stock of the Company or of any direct or indirect parent of the Company (to the extent the proceeds thereof are contributed to the common equity of the Company).

“Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear system, and its successors.

“Event of Default” has the meaning assigned to such term in Section 6.01. “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, or any successor statute or statutes thereto.

“Fitch” means Fitch Inc. and its successors.

“Global Notes” has the meaning set forth in Section 2.04(e).

“Governmental Authority” means any government, court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of any country, state, county, city or other political subdivision, having jurisdiction over the matter or matters in question.

“Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Debt of any other Person, direct or indirect, contingent or otherwise,

or entered into for the purpose of assuring in any other manner the obligee of such Debt of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided, however, that the term “Guarantee” does not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning.

“Hedging Agreement” means (i) any interest rate swap agreement, interest rate cap agreement or other agreement designed to protect against fluctuations in interest rates, or (ii) any foreign exchange forward contract, currency swap agreement or other agreement designed to protect against fluctuations in foreign exchange rates.

“Holder” or “Noteholder” means the registered holder of any Note.

“IFRS” means International Financial Reporting Standards, as issued by the International Accounting Standards Board, as in effect from time to time.

“Incur” means, with respect to any Debt or Capital Stock, to incur, create, issue, assume or Guarantee such Debt or Capital Stock. The accretion of original issue discount or payment of interest in kind will not be considered an Incurrence of Debt.

“Indenture” means this Indenture, as amended or supplemented from time to time. “Instructions” has the meaning assigned to such term in Section 11.02(g).

“Interest Payment Date” means each January 18 and July 18 of each year, commencing on January 18, 2025.

“Investment Grade Rating” means BBB- or higher by S&P, Baa3 or higher by Moody’s or BBB- or higher by Fitch, or the equivalent of such global ratings by S&P, Moody’s or Fitch.

“Issue Date” means the date hereof.

“Judgment Currency” has the meaning assigned to such term in Section 11.07.

“Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind.

“MAE” means the Mercado Abierto Electrónico S.A.

“Merger” means the consummation of the merger of the Company and Cablevisión in accordance in all material respects with the terms of the final merger agreement, dated October 31, 2017, between Cablevisión and the Company, as a result of which Cablevisión was merged into the Company as of January 1, 2018, following which the Company became the surviving entity and Cablevisión was dissolved without liquidation and all of its assets and liabilities transferred to the Company, as applicable, in accordance with Argentine corporate law and the terms of such merger agreement.

“Moody’s” means Moody’s Investors Service, Inc. and its successors.

“MLC” means the Mercado Libre de Cambios, the foreign exchange market in Argentina.

“Negotiable Obligations Law” means the Argentine Negotiable Obligations Law No. 23,576, as amended by Law No. 23,962, as further amended from time to time.

“Non-U.S. Person” means a Person that is not a U.S. person, as defined in Regulation S.

“Notes” has the meaning assigned to such term in the Recitals.

“Offer to Purchase” means a Change of Control Offer.

“Offering Memorandum” means the Final Offering Memorandum dated July 11, 2024 relating to the Initial Notes.

“Officer” means, with respect to the execution of a Company Order or of the Notes on behalf of the Company by manual or facsimile signatures pursuant to Section 2.02 hereof, of each of the chairman or president or other member of the Board of Directors, and of any member of the Supervisory Committee of the Company, and for any other purpose with respect to any Person, the chairman or president of the Board of Directors, the principal executive officer or chief executive officer, any director, the principal financial officer or chief financial officer, the principal legal officer, the treasurer or any assistant treasurer, the principal accounting officer, controller, or the secretary or any assistant secretary, of such Person, or any Person otherwise authorized to act as legal representative, attorney-in-fact on behalf of, or in any other manner authorized to act for such purposes with respect to, such Person.

“Officers’ Certificate” means, with respect to any Person, a certificate signed by two Officers of such Person, one of whom is the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer, or by any other officer and either an assistant treasurer or an assistant secretary of such Person.

“Opinion of Counsel” means a written opinion of counsel, who may be an employee of or counsel for the Company (except as otherwise provided in this Indenture), obtained at the expense of the Company, or the surviving or transferee Person or a Subsidiary, and who is reasonably acceptable to the Trustee.

“Outstanding” when used with respect to Notes means, as of the date of determination, all Notes theretofore authenticated and delivered under this Indenture, except:

(1)Notes theretofore cancelled by the Trustee or delivered to the Company or the Trustee for cancellation;

(2)Notes for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent in trust for the Holders of such Notes, provided that, if such Notes are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor reasonably satisfactory to the Trustee has been made; and

(3)Notes in lieu of or in substitution for which other Notes have been authenticated and delivered;

provided, however, that in determining whether the Holders of the requisite amount of Outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of (or have otherwise given) any request, demand, authorization, direction, notice, consent or waiver under this Indenture, Notes owned by the Company or any Affiliate of the Company shall be disregarded and deemed not to be Outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such request, demand, authorization, direction, notice, consent or waiver, only Notes which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Notes so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the reasonable satisfaction of the Trustee the pledgee’s right to act with respect to such Notes and that the pledgee is not the Company or an Affiliate of the Company.

“Paying Agent” means any Person engaged to perform the obligations of the Company in respect of payments made or funds held hereunder in respect of the Notes and, initially, the Trustee, until replaced by a successor and, thereafter, means any of its successor and assigns. The term “Paying Agent” includes each other paying agent appointed pursuant to this Indenture, including the Argentine Paying Agent.

“PEN” means the Poder Ejecutivo Nacional, the executive branch of the Argentine government.

“Permitted Holders” means (a) Cablevisión Holding S.A., VLG S.A.U, Fintech Holdings, Fintech Advisory, Inc. and Fintech Telecom LLC and any of their respective successors and Affiliates, any limited partnership of which any of them or their successors or Affiliates is the general partner and any investment fund controlled or managed by any of them or their successors or Affiliates, and (b) any of (i) Ernestina Laura Herrera de Noble, Héctor Horacio Magnetto, José Antonio Aranda and Lucio Rafael Pagliaro and their legitimate heirs by reason of death, (ii) any Privileged Relatives of any of the individuals set forth in subclause (b)(i) of this definition, (iii) any trust the beneficiaries of which are any of the individuals set forth in subclause (b)(i) of this definition and/or any Privileged Relatives of any of such noted individuals, and (iv) any Person (other than an individual) directly or indirectly majority owned and controlled by one or more individuals set forth in subclause (b)(i) of this definition and/or any Privileged Relatives of any Permitted Holder.

“Permitted Liens” means:

(1)Liens existing on the Issue Date;

(2)Liens securing the Notes;

(3)Liens existing as of the date of the Merger or assumed as a result of the Merger and any Lien granted as a replacement or substitute therefor;

(4)Liens securing reimbursement obligations with respect to letters of credit that encumber documents and other property relating to such letters of credit and the proceeds thereof;

(5)Liens (including the interest of a lessor under a Capital Lease) on property that secure Debt Incurred for the purpose of financing or Refinancing all or any part of the purchase price or cost of construction or improvement of such property and which attach within 180 days after the date of such purchase or the completion of construction or improvement;

(6)Liens on property of a Person at the time such Person becomes a Subsidiary of the Company, provided such Liens were not created in contemplation thereof and do not extend to any other property of the Company or any Subsidiary;

(7)Liens on property at the time the Company or any of the Subsidiaries acquires such property, including any acquisition by means of a merger or consolidation with or into the Company or a Subsidiary of such Person, provided such Liens were not created in contemplation thereof and do not extend to any other property of the Company or any Subsidiary;

(8)Liens securing Debt or other obligations of the Company or of a Subsidiary to the Company or to another Subsidiary;

(9)Liens securing Hedging Agreements so long as such Hedging Agreements relate to Debt for borrowed money that is, and is permitted to be under this Indenture, secured by a Lien on the same property securing such Hedging Agreements;

(10)extensions, renewals or replacements of any Liens referred to in clauses (1), (2), (3), (5) or (6) in connection with the Refinancing of the obligations secured thereby, provided that such Lien does not extend to any other property and, the aggregate principal amount of the new obligations as of the date of such proposed Refinancing does not exceed the aggregate principal amount of the obligations to be Refinanced (plus accrued and unpaid interest premiums, fees and expenses related to such Refinancing);

(11)any Lien arising from any Tax or other Lien arising by operation of law, in each case if the obligation underlying any such Lien is not yet due or, if due, is being contested in good faith by appropriate proceedings so long as the Company has set aside adequate reserves in accordance with IFRS Accounting Standards;

(12)in addition to the foregoing Liens set forth in clauses (1) through (11) above, other Liens securing Debt in an aggregate amount not exceeding the greater of U.S.$100 million and 20% of Consolidated Net Tangible Assets; and

(13)Liens on any of the Company’s transmission towers dedicated to the provision of mobile communication services, any building where the Company’s corporate officers or place of business are located and the backhaul of the Company’s network.

“Permitted Sale and Leaseback Transaction” means any of: (i) a Transmission Tower Sale and Leaseback Transaction, (ii) a Sale and Leaseback Transaction with respect to any building where the Company’s corporate officers or place of business are located, or (iii) a Sale

and Leaseback Transaction in which a Subsidiary of the Company is the lessee and the Company, or another Subsidiary is the lessor of such property.

“Person” means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity, including a government or political subdivision or an agency or instrumentality thereof.

“Preferred Stock” means, with respect to any Person, any and all Capital Stock which is preferred as to the payment of dividends or distributions, upon liquidation or otherwise, over another class of Capital Stock of such Person.

“Principal” of any Debt means the principal amount of such Debt, (or if such Debt was issued with original issue discount, the face amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt), together with, unless the context otherwise indicates, any premium then payable on such Debt.

“Privileged Relative” means, in relation to an individual, his or her spouse and any relative of such individual with a common ancestor up to the fourth degree (including adopted children who have been adopted during their minority and step-children who have acquired that relationship with such individual or with any such relative during their minority) and any spouse of any such relative.

“Program” has the meaning assigned to such term in the Recitals.

“QIB” has the meaning set forth in Section 2.04(e).

“Qualified Stock” means all Capital Stock of a Person other than Disqualified Stock.

“Rating Agencies” means Moody’s, S&P and Fitch; provided, that if any of Moody’s, S&P or Fitch shall cease issuing a rating on the Notes, for reasons outside the control of the Company the Company may select a “nationally recognized statistical rating organization” registered under Section 15E of the Exchange Act, as a replacement agency for Moody’s, S&P or Fitch, as the case may be.

“Ratings Decline” means the occurrence, at any time within 60 days after the earlier of the date of public notice of the occurrence of a Change of Control or of the Company’s intention to effect a Change of Control (which period shall be extended so long as the rating of the notes is under publicly announced consideration for possible downgrade by any of the Rating Agencies), of any of the following events expressly stated by the applicable Rating Agency to have been as a result of such Change of Control: (i) in the event the notes have an Investment Grade Rating by at least two of the Rating Agencies on the date of such public notice, the rating of the notes by at least two Rating Agencies shall be below an Investment Grade Rating; (ii) in the event the notes have an Investment Grade Rating by any, but not two or more, of the Rating Agencies on the date of such public notice, the rating of the notes by such Rating Agency will be changed to below an Investment Grade Rating; or (iii) in the event the notes are rated below an Investment Grade Rating by at least two of the Rating Agencies prior to such public notice, the rating of the notes by at least two Rating Agencies shall be decreased by one or more gradations (including gradations within rating categories as well as between rating categories).

“Refinance” means, in respect of any Debt, to issue any Debt in exchange for or to refinance, repay, redeem, replace, defease or refund such Debt in whole or in part. “Refinance” and “Refinancing” will have correlative meanings.

“Register” has the meaning assigned to such term in Section 2.05.

“Registrar” has the meaning assigned to such term in Section 2.05.

“Transfer Agent” means a Person engaged to effect transfers and exchanges of the Notes, initially, the Trustee, until replaced by a successor and, thereafter, means any of its successor and assigns.

“Regular Record Date” for the interest payable on any Interest Payment Date means the January 3 and July 3 (whether or not a Business Day) immediately preceding such Interest Payment Date.

“Regulation S” means Regulation S under the Securities Act.

“Regulation S Global Note” has the meaning set forth in Section 2.04(e).

“Regulation S Securities Act Legend” has the meaning set forth in Section 2.04(f)(ii).

“Relevant Date” means whichever is the later of (i) the date on which such payment first becomes due and (ii) if the full amount payable has not been received in New York City, New York by the Trustee on or prior to such due date, the date on which, the full amount having been so received, notice to that effect has been given to the Holders by the Trustee.

“Relevant Jurisdiction” has the meaning assigned to such term in Section 4.09.

“Representative of the Trustee in Argentina” means Banco Santander Argentina S.A. or such other person designated from time to time by the Company in accordance with this Indenture.

“Responsible Officer” means, with respect to the Trustee, any officer within the Corporate Trust Office of the Trustee (or any successor of the Trustee) who shall have direct responsibility for the administration of this Indenture and shall also include any other officer of the Trustee to whom any corporate trust matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

“Restricted Global Note” has the meaning set forth in Section 2.04(e).

“Restricted Securities Act Legend” has the meaning set forth in Section 2.04(f)(i).

“S&P” means Standard & Poor’s Ratings Services and its successors.

“Rule 144A” means Rule 144A under the Securities Act.

“Sale and Leaseback Transaction” means, with respect to any Person, an arrangement whereby such Person enters into a lease for an initial term of three years or more with respect to property previously transferred by such Person to the lessor.

“Securities Act” means the Securities Act of 1933, as amended. “Securities Act Legend” has the meaning set forth in Section 2.04(f)(ii).

“Significant Subsidiary” means a Subsidiary of the Company that would constitute a “significant subsidiary” of the Company in accordance with Rule 1-02 under Regulation S-X under the Securities Act.

“Specified Court” has the meaning set forth in Section 11.06(b).

“Stated Maturity” means (i) with respect to any Debt, the date specified as the fixed date on which the final installment of principal of such Debt is due and payable or (ii) with respect to any scheduled installment of principal of or interest on any Debt, the date specified as the fixed date on which such installment is due and payable as set forth in the documentation governing such Debt, not including any contingent obligation to repay, redeem or repurchase prior to the regularly scheduled date for payment.

“Subsidiary” means with respect to any Person, any corporation, association or other business entity of which more than 50% of the outstanding Voting Stock is owned, directly or indirectly, by, or, in the case of a partnership, the sole general partner or the managing partner or the only general partners of which are, such Person and one or more Subsidiaries of such Person (or a combination thereof). Unless otherwise specified, “Subsidiary” means a Subsidiary of the Company.

“Successor Company” has the meaning assigned to such term in Section 5.01. “Taxes” has the meaning assigned to such term in Section 4.09.

“Transmission Tower Sale and Leaseback Transaction” means an arrangement whereby the Company or a Subsidiary enters into a lease of one or more transmission towers dedicated to the provision of mobile communication services previously transferred by such Person to the lessor.

“Treasury Rate” means, with respect to any redemption date, the yield determined by the Company in accordance with the following two paragraphs.

The “Treasury Rate” shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In

determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the maturity date of the Notes (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the maturity date of the Notes on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.

If on the third Business Day preceding the redemption date H.15 TCM is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the maturity date of the Notes, as applicable. If there is no United States Treasury security maturing on the maturity date of the Notes but there are two or more United States Treasury securities with a maturity date equally distant from the maturity date of the Notes, one with a maturity date preceding the maturity date of the Notes and one with a maturity date following the maturity date of the Notes, the Company shall select the United States Treasury security with a maturity date preceding the maturity date of the Notes. If there are two or more United States Treasury securities maturing on the maturity date of the Notes or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. The Trustee shall have no obligation to calculate or verify any calculation of the redemption price or any component thereof.

“Trustee” means the party named as such in the first paragraph of this Indenture or any successor Trustee under this Indenture pursuant to Article 7.

“U.S.” and “U.S. Dollar” means the currency of the United States of America, which at the relevant time is legal tender for the payment of public or private debts.

“U.S. Government Obligations” means obligations issued or directly and fully guaranteed or insured by the United States of America or by any agent or instrumentality thereof, provided that the full faith and credit of the United States of America is pledged in support thereof.

“Voting Stock” means, with respect to any Person, Capital Stock of any class or kind ordinarily having the power to vote for the election of directors, managers or other voting members of the governing body of such Person.

Section 1.02Rules of Construction. Unless the context otherwise requires or except as otherwise expressly provided,

(a)a term has the meaning assigned to it;

(b)(i) an accounting term not otherwise defined has the meaning assigned to it in accordance with IFRS; (ii) except as otherwise herein expressly provided, the term IFRS, with respect to any computation required or permitted hereunder, shall mean IFRS as of the date of such computation, and (iii) except as otherwise herein expressly provided, all ratios and computations based on IFRS contained in this Indenture should be computed in conformity with IFRS;

(c)“including” means including without limitation;

(d)words in the singular include the plural and words in the plural include the singular;

(e)unsecured Debt shall not be deemed to be subordinate or junior to secured Debt merely by virtue of its nature as unsecured Debt;

(f)secured Debt shall not be deemed to be subordinate or junior to any other secured Debt merely because it has a junior priority with respect to the same collateral;

(g)the principal amount of any Preferred Stock shall be (A) the maximum liquidation value of such Preferred Stock or (B) the maximum mandatory redemption or mandatory repurchase price with respect to such Preferred Stock, whichever is greater;

(h)all references to the date the Initial Notes were originally issued shall refer to the Issue Date;

(i)“herein,” “hereof” and other words of similar import refer to this Indenture as a whole and not to any particular Section, Article or other subdivision;

(j)all references to Sections or Articles or Exhibits refer to Sections or Articles or Exhibits of or to this Indenture unless otherwise indicated;

(k)references to agreements or instruments, or to statutes or regulations, are to such agreements or instruments, or statutes or regulations, as amended from time to time (or to successor statutes and regulations);

(l)all references to principal, premium, if any, and interest in respect of the Notes will be deemed also to refer to any Additional Amounts which may be payable as set forth herein or in the Notes;

(m)any action required to be taken on a given date pursuant to this Indenture shall, to the extent such date is not a Business Day, be deemed to be required to be taken on the next succeeding Business Day; and

(n)in the event that a transaction meets the criteria of more than one category of permitted transactions or listed exceptions the Company may classify such transaction as it, in its sole discretion, determines.

ARTICLE 2

ISSUE, EXECUTION, FORM AND REGISTRATION OF NOTES

Section 2.01Authentication and Delivery of Notes. Upon the execution and delivery of this Indenture, or from time to time thereafter, upon the Trustee’s receipt of an Officers’ Certificate of the Company directing authentication and specifying the amount of Notes to be authenticated, the Trustee shall authenticate (i) Notes duly executed and delivered by the Company (in the form of Exhibit A, C or D hereof) for original issue on the Issue Date in the aggregate principal amount of U.S.$500,000,000, and (ii) Additional Notes from time to time in an unlimited amount, subject to and in accordance with Section 2.09. Such Officers’ Certificate of the Company shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. The Trustee may appoint an Authenticating Agent reasonably acceptable to the Company to authenticate the Notes. Unless limited by the terms of such appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent.

Section 2.02Execution of Notes. (a) The Notes shall be executed by or on behalf of the Company by the manual or facsimile signature of at least one member of the Board of Directors and one member of the Supervisory Committee.

(b)In case Officers who shall have signed any of the Notes shall cease to be such Officers before the Note shall be authenticated and delivered by the Trustee or disposed of by or on behalf of the Company, such Note nevertheless may be authenticated and delivered or disposed of as though the Persons who signed such Note had not ceased to be such Officers; and any Note may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such Note, shall be Officers, although at the date of the execution and delivery of this Indenture any such Persons were not Officers.

Section 2.03Certificate of Authentication. Only such Notes as shall bear thereon a certification of authentication substantially as set forth in the forms of the Notes in Exhibits A, C and D hereto, executed by the Trustee by manual signature of one of its authorized signatories, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certification by the Trustee upon any Note executed by or on behalf of the Company shall be

conclusive evidence that the Note so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture.

Section 2.04Form, Denomination and Date of Notes; Payments. The Notes and the Trustee’s certificates of authentication shall be substantially in the form set forth in Exhibits A, C and D hereof. The Notes shall be numbered, lettered, or otherwise distinguished in such manner as the Persons executing the same on behalf of the Company may determine.

(a)The Notes may, subject to applicable Argentine laws and regulations (including the Negotiable Obligations Law and the Argentine Capital Markets Law) and subject to the prior approval of the CNV where applicable, be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, with the rules of any securities exchange on which the Notes may be listed, or for any Governmental Authority or depositary thereof, or to conform to general usage.

(b)Subject to the requirements of the CNV and the relevant regulations of any stock exchange on which the Notes may be listed, Certificated Notes may be typewritten, printed, lithographed or produced by any combination of these methods on steel engraved borders or produced in any other manner, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes. The issuance of the Notes shall be subject to applicable Argentine law governing the form and registration of securities, this Indenture, any rule of any securities exchange on which the Notes may be listed, or of any Governmental Authority or any depositary thereof, and subject to the prior approval of the CNV where applicable.

(c)The Company agrees to cause the Notes to comply with Article 7 of the Negotiable Obligations Law.

(d)Each Note shall be dated the date of its authentication. Each Note shall bear interest from the date of issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for and shall be payable on the applicable Interest Payment Dates. Interest on the Notes shall be calculated on the basis of a 360-day year consisting of twelve 30-day months.

(e)On the Issue Date, appropriate Officers will execute and deliver to the Trustee (i) for Notes sold within the United States to “qualified institutional buyers” as defined in and pursuant to Rule 144A under the Securities Act (each, a “QIB”), one or more Notes in definitive, fully registered form without interest coupons (each, a “Restricted Global Note”), in denominations of U.S.$1,000 or any amount in excess thereof which is an integral multiple of U.S.$1,000, substantially in the form of Exhibit C hereto; and (ii) for Notes sold outside the United States in offshore transactions in reliance on Regulation S under the Securities Act, one or more Notes in definitive, fully registered form without interest coupons (each, a “Regulation S Global Note” and, together with the Restricted Global Note, “Global Notes”), in denominations of U.S.$1,000 or any amount in excess thereof which is an integral multiple of U.S.$1,000, substantially in the form of Exhibit D hereto; all such Notes so executed and

delivered to the Trustee pursuant to sub- clauses (i) and (ii) of this clause shall be in an aggregate principal amount that shall equal the aggregate principal amount of the Notes that are to be issued on the Issue Date. The aggregate principal amount of the Restricted Global Notes and the Regulation S Global Notes may from time to time be increased or decreased by adjustments made on the records of the Custodian for the Depositary or its nominee, as hereinafter provided.

(f)Each restricted Certificated Note issued in exchange for interests in a Restricted Global Note and each Regulation S Global Note during the Distribution Compliance Period shall bear the following legends as set forth below, unless such Note has been sold pursuant to a registration statement that has been declared effective under the Securities Act and provided that upon and following the expiration of the Distribution Compliance Period, such legend included on the Regulation S Global Note (and each Certificated Note issued in exchange therefor) shall have no effect and may be removed by the Trustee upon written direction of the Company:

(i)each Restricted Global Note shall bear the following legend (the “Restricted Securities Act Legend”) on the face thereof:

“THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ‘’SECURITIES ACT’‘), OR ANY STATE OR OTHER SECURITIES LAWS. NEITHER THIS GLOBAL NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS GLOBAL NOTE BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A ‘QUALIFIED INSTITUTIONAL BUYER’‘ (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS GLOBAL NOTE IN AN ‘OFFSHORE TRANSACTION’‘ PURSUANT TO RULE 903 OR 904 OF REGULATION S, (2) AGREES THAT IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THIS GLOBAL NOTE PRIOR TO THE RESALE RESTRICTION TERMINATION DATE (AS DEFINED IN THE NEXT PARAGRAPH), EXCEPT (A) (I) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION COMPLYING WITH RULE 144A, (II) IN AN OFFSHORE TRANSACTION COMPLYING WITH THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS, AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS GLOBAL NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS ‘OFFSHORE TRANSACTION,’‘ ‘UNITED STATES’‘ AND ‘U.S. PERSON’’ HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.”

(ii)each Regulation S Global Note shall bear the following legend (the “Regulation S Securities Act Legend”, and together with the Restricted Securities Act Legend, each a “Securities Act Legend”) on the face thereof:

“THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES FOR THE BENEFIT OF TELECOM ARGENTINA S.A. THAT NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.”

Each Global Note (i) shall be delivered by the Trustee to DTC acting as the Depositary or, pursuant to DTC’s instructions, shall be delivered by the Trustee on behalf of DTC to and deposited with the Custodian, and in either case shall be registered in the name of Cede & Co., or such other name as DTC shall specify, and (ii) shall also bear a legend substantially to the following effect:

“UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.”

Global Notes may be deposited with such other Depositary that is a clearing agency registered under the Exchange Act as the Company may from time to time designate in writing to the Trustee, and shall bear such legend as may be determined by the Company.

(g)If at any time the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such Global Notes or if at any time the Depositary shall no longer be a clearing agency registered under the Exchange Act, the Company shall appoint a successor Depositary with respect to such Global Notes. If (i) a successor Depositary for such Global Notes is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, (ii) the Company elects to discontinue use of the system of book-entry transfers through DTC or a successor Depositary, or (iii) an Event of Default has occurred and is continuing with respect to the Notes, the Company will execute, and the Trustee, upon receipt of an Officers’ Certificate of the Company directing the authentication and delivery thereof, will authenticate and deliver, Certificated Notes in any authorized denominations in an aggregate principal amount equal to the principal amount of such Global Notes in exchange for such Global Notes.

(h)Global Notes shall in all respects be entitled to the same benefits under this Indenture as Certificated Notes authenticated and delivered hereunder.

(i)The Person in whose name any Note is registered at the close of business on any Regular Record Date with respect to any Interest Payment Date shall be entitled to receive the interest, if any, payable on such Interest Payment Date notwithstanding any transfer or exchange of such Note subsequent to the Regular Record Date and prior to such Interest Payment Date.

(j)Notwithstanding the foregoing, with respect to any payment of any amount due on the Certificated Notes, if such Certificated Note is in a denomination of at least $1,000,000 and the Holder thereof at the time of surrender thereof or, in the case of any payment of interest on any Interest Payment Date, the Holder thereof on the related Regular Record Date delivers a written request to the Paying Agent to make such payment by wire transfer at least five Business Days before the date such payment becomes due, together with appropriate wire transfer instructions specifying an account at a bank in New York, New York, the Company shall make such payment by wire transfer of immediately available funds to such account at such bank in New York City, any such wire instructions, once properly given by a Holder as to such Certificated Notes, remaining in effect as to such Holder and such Certificated Notes unless and until new instructions are given in the manner described above.

Section 2.05Registration, Transfer and Exchange. The Notes are issuable only in registered form. The registrar (the “Registrar”) will keep at the Corporate Trust Office, a register (the “Register”) in which, subject to such reasonable regulations as it may prescribe, it will register, and will register the transfer of, Notes as provided herein. The name and address of the registered Holder of each Note and the amount of each Note will be recorded in the Register. Such Register shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time.

A copy of the Register shall be maintained by the Argentine Registrar and Transfer Agent at its offices in Buenos Aires. Upon request by the Argentine Registrar and Transfer Agent, the Registrar shall provide a copy of the Register to the Argentine Registrar and Transfer Agent at such address or facsimile as the Argentine Registrar and Transfer Agent may designate in writing to the Trustee. The Register in Argentina shall be in written form in the English language or in

any other form capable of being converted into such written form within a reasonable time and, upon request, may be translated into Spanish at the sole expense of the Company.

Upon due presentation for registration of transfer of any Note, the Company shall execute and, upon receipt of a Company Order directing the authentication and delivery thereof, the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Note or Notes in authorized denominations for a like aggregate principal amount.

A Holder may register the transfer of a Note only by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Indenture. No such registration of transfer shall be effected until, and such transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the transfer by the Registrar in the Register. Prior to the registration of any transfer by a Holder as provided herein, the Company, the Trustee, each Agent and any agent of any of them shall treat the Person in whose name the Note is registered as the owner thereof for all purposes whether or not the Note shall be overdue, and neither the Company, the Trustee, any Agent nor any such agent shall be affected by notice to the contrary. Furthermore, any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent) and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry. At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination and of a like aggregate principal amount, upon surrender of the Notes to be exchanged to the Registrar. When Notes are presented to the Registrar with a request to register the transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the requirements for such transactions set forth herein are met. To permit registrations of transfers and exchanges, the Company shall execute and, upon receipt of a Company Order directing the authentication and delivery thereof, the Trustee shall authenticate Notes as applicable.

Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Registrar or Transfer Agent) be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the Holder thereof or his attorney duly authorized in writing in a form satisfactory to the Company and the Registrar and the Transfer Agent.

The Company and the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of Notes (other than any such transfer taxes or other similar governmental charge payable upon exchanges). No service charge to any Holder shall be made for any such transaction.

The Company shall not be required to exchange or register a transfer of (a) any Notes for a period of 15 days next preceding the date of notice of redemption of Notes to be redeemed is given or (b) any Notes called or being called for redemption.

All Notes issued upon any transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchange.

Claims against the Company for the payment of principal and interest, premium, if any, or other amounts due on the Notes (including Additional Amounts) must be made within five years, with respect to principal, and two years, with respect to interest, premium, if any, or other amounts due on the Notes (including Additional Amounts), in each case from the date on which such payment first became due, or a shorter period if provided by law.

Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary. The Trustee and the Agents shall have no responsibility or obligation to any beneficial owner of a Global Note, an Agent Member of, or a participant in the Depositary or any other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or repurchase) or the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the Noteholders and all payments to be made to Noteholders shall be given or made only to the registered Noteholders (which shall be the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee and each Agent may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members, participants and any beneficial owners.

Neither the Trustee nor any Agent shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among participants in the Depositary or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Section 2.06Book-entry Provisions For Global Notes. (a) Each Restricted Global Note an each Regulation S Global Note initially shall (i) be registered in the name of a nominee of the Depositary, (ii) be delivered to the Custodian on behalf of the Depositary and (iii) bear the applicable Securities Act Legend; provided that upon and following the expiration of the Distribution Compliance Period, the Regulation S Securities Act Legend shall have no effect and may be removed by the Trustee upon the written direction of the Company. Agent Members shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Custodian, or under the Global Notes, and the Depositary or its nominee may be treated by the Company, the Trustee, each Agent and any agent of any of them as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, any Agent or any agent of any of them, from giving effect to any written certification, proxy or other authorization furnished by the

Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Global Note.

(b)Except as provided in Section 2.04 (and subject to Section 2.07), transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a Global Note may be transferred, and transfers increasing or decreasing the aggregate principal amount of Global Notes may be conducted only in accordance with the rules and procedures of the Depositary and, to the extent relevant, the provisions of Section 2.07. In addition, Certificated Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in any Restricted Global Note or Regulation S Global Note, respectively, under the circumstances set forth in Section 2.04(g)

(c)Any beneficial interest in one of the Global Notes that is transferred to a Person who takes delivery in the form of an interest in the other Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest.

(d)In connection with the transfer of an entire Restricted Global Note or Regulation S Global Note to beneficial owners pursuant to clause (b) of this Section, the Restricted Global Note or Regulation S Global Note, as the case may be, shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and, upon receipt a Company Order directing the authentication and delivery thereof, the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such Restricted Global Note or Regulation S Global Note, as the case may be, an equal aggregate principal amount of Certificated Notes of authorized denominations.

(e)Any Certificated Note delivered in exchange for an interest in a Restricted Global Note shall, except as otherwise provided by clause (d) of Section 2.07, bear the Restricted Securities Act Legend in accordance with Section 2.07(d).

(f)The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.

Section 2.07Special Transfer Provisions. Unless and until the applicable Securities Act Legend is removed from a Certificated Note or Global Note pursuant to clause (d) below, the following additional provisions shall apply to the proposed transfer, exchange or replacement of Certificated Notes or, to the extent relevant to the Trustee, the Registrar or the Depositary, any beneficial interest in a Global Note:

(a)Transfers to Qualified Institutional Buyers. The following provisions shall apply with respect to the registration of any proposed transfer of a Note (or interest in a Global Note) to a QIB:

(i)The Registrar shall register the transfer of any Certificated Note bearing a Securities Act Legend if the Company confirms to the Trustee that (x) the requested transfer is after the time period referred to in Rule 144 under the Securities Act as in effect with respect to such transfer or (y) such transfer is being made by a proposed transferor who has checked the box provided for on the form of Note stating, or has otherwise advised the Company and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the transfer notice provided for on the form of Note in substantially the form of Exhibit B.

(ii)If the Note to be transferred is a Certificated Note containing the Securities Act Legend and the proposed transferee is an Agent Member holding such interest on behalf of a QIB, upon receipt by the Registrar of (x) the documents referred to in sub-clause (i) above (if such transfer is pursuant to clause (y) of sub- clause (i) above) and (y) instructions given in accordance with the Depositary’s and the Registrar’s procedures, the Registrar shall reflect on its books and records the date of such transfer and an increase in the principal amount of the Restricted Global Note in an amount equal to the principal amount of the Certificated Note to be transferred and the Trustee shall cancel the Certificated Note so transferred.

(iii)Subject to the DTC procedures, if the proposed interest to be transferred is an interest in the Restricted Global Note, (x) such transfer may be effected only through the book entry system maintained by the Depositary in compliance with the applicable provisions of the Restricted Securities Act Legend and (y) the transferee is required to hold such interest through an Agent Member.

(iv)Subject to the DTC procedures, (x) except as set forth in sub- clause (v) below, during the Distribution Compliance Period, an interest in the Regulation S Global Note proposed to be transferred to a QIB transferee shall be required to be held on behalf of such transferee through Euroclear or Clearstream, Luxembourg, and (y) upon and following the expiration of the Distribution Compliance Period, transfers of interests in the Regulation S Global Note to such transferees shall not be so restricted, although interests therein shall be required to be held through Agent Members.

(v)Subject to the DTC procedures, with respect to transfers of an interest in a Regulation S Global Note to a QIB during the Distribution Compliance Period, upon receipt by the Registrar of (x) a certificate by the transferor substantially the form of Exhibit G hereto and (y) instructions given in accordance with the Depositary’s and Registrar’s procedures, the Registrar shall reflect on its books and records the date of such transfer and a decrease in the principal amount of the Regulation S Global Note in an amount equal to the principal amount of the beneficial interest to be transferred, and shall increase the principal amount of the Restricted Global Note in a like amount.

(b)Transfers of interests in a Regulation S Global Note to Other U.S. Persons. Subject to the DTC procedures, (x) during the Distribution Compliance Period, an interest in the Regulation S Global Note proposed to be transferred to any U.S. Person transferee shall be required to be held on behalf of such other U.S. Person transferee only through Euroclear or Clearstream, Luxembourg, and (y) upon and following the expiration of the Distribution

Compliance Period, transfers of interests in the Regulation S Global Note to any U.S. Person shall not be so restricted, although interests therein shall be required to be held through Agent Members.

(c)Transfers to Non-U.S. Persons. The following provisions shall apply with respect to registration of transfers of a Note (or interest in a Global Note) to a person that is a Non-U.S. Person:

(i)The Registrar shall register the transfer of any Certificated Note containing the Securities Act Legend to a Non-U.S. Person upon receipt by it from the transferor of a transfer notice provided for on the form of Note in substantially the form of Exhibit B.

(ii)If the proposed transferor is an Agent Member holding a beneficial interest in the Restricted Global Note, upon receipt by the Registrar of (x) in the case of transfers during the Distribution Compliance Period, a certificate by the transferor in substantially the form of Exhibit E and in the case of transfers upon and following the expiration of the Distribution Compliance Period, a certificate by the transferor in substantially the form of Exhibit F and (y) instructions in accordance with the Depositary’s and the Registrar’s procedures, the Registrar shall reflect on its books and records the date of such transfer and a decrease in the principal amount of the Restricted Global Note in an amount equal to the principal amount of the beneficial interest in the Restricted Global Note to be transferred, and shall increase the Regulation S Global Note in a like amount.

(iii)If the proposed transferor is a Holder of a Certificated Note and the proposed transferee is an Agent Member, upon receipt by the Registrar of the documents required by sub-clause (i) above and instructions given in accordance with the Depositary’s and the Registrar’s procedures, the Registrar shall reflect on its books and records the date of such transfer and an increase in the principal amount of the Regulation S Global Note, as the case may be, in an amount equal to the principal amount of the Certificated Note to be transferred, and the Trustee shall cancel the Certificated Note so transferred.

(iv)Subject to the DTC procedures, (x) during the Distribution Compliance Period, an interest in the Regulation S Global Note shall be required to be held on behalf of a Non-U.S. Person transferee only through Euroclear or Clearstream, Luxembourg, and (y) upon and following the expiration of the Distribution Compliance Period, transfers of interests in the Regulation S Global Note shall not be so restricted, although interests therein shall be required to be held through Agent Members.

(d)Securities Act Legend. Upon the registration of transfer, exchange or replacement of Notes bearing a Securities Act Legend, the Registrar shall deliver only Notes that bear the applicable Securities Act Legend unless the requested transfer, exchange or replacement (i) is after the time period referred to in Rule 144 under the Securities Act as in effect with respect to such transfer, exchange or replacement, (ii) is made in connection with a transfer under Section 2.07(c)(i) above occurring after the expiration of the Distribution Compliance Period or (iii)

there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. Upon the registration of transfer, exchange or replacement of Notes not bearing the Securities Act Legend, the Registrar shall deliver Notes that do not bear the Securities Act Legend.

(e)General. By its acceptance of any Note bearing the Securities Act Legend, each Holder of such a Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Securities Act Legend and agrees that it will transfer such Note only as provided in this Indenture. The Registrar shall not register a transfer of any Note unless such transfer complies with the restrictions on transfer of such Note set forth in this Indenture. In connection with any transfer of Notes, each Holder agrees by its acceptance of the Notes to furnish the Registrar or the Company such certifications, legal opinions or other information as either of them may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act; provided that the Registrar shall not be required to determine (but may rely on a determination made by the Company with respect to) the sufficiency of any such certifications, legal opinions or other information.

The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.06 or this Section 2.07 in accordance with its customary procedures. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar.

The provisions concerning registration and transfer of the Notes set forth in Section 2.05, 2.06 and 2.07 shall be exclusively fulfilled by UMB Bank, N.A. acting as Registrar.

For the avoidance of doubt, the obligations of the Registrar and the Argentine Registrar and Transfer Agent hereunder are several and not joint. Notwithstanding anything to the contrary herein, the Trustee shall not be required to maintain an office in Argentina.

Section 2.08 Mutilated, Defaced, Destroyed, Stolen and Lost Notes. (a) The Company shall execute and deliver to the Trustee Certificated Notes in such amounts and at such times as to enable the Trustee to fulfill its responsibilities under this Indenture and the Notes.

(b)In case any Note shall become mutilated, defaced or be apparently destroyed, lost or stolen, upon the request of the registered Holder thereof, the Company in its discretion may execute, and, upon the written request of an Officer of the Company, upon receipt of a Company Order directing the authentication and delivery thereof, the Trustee shall authenticate and deliver, a new Note, bearing a number not contemporaneously Outstanding, in exchange and substitution for the mutilated or defaced Note, or in lieu of and substitution for the Note so apparently destroyed, lost or stolen. In every case the applicant for a substitute Note shall furnish to the Company and the Trustee and any agent of the Company or the Trustee such security and/or indemnity as may be required by each of them to indemnify and defend and to save each of them harmless and, in every case of destruction, loss or theft evidence to their satisfaction of the apparent destruction, loss or theft of such Note and of the ownership thereof. Upon the issuance

of any substitute Note, such Holder, if so requested by the Company or the Trustee, will pay a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected with the preparation and issuance of the substitute Note. The Trustee is hereby authorized, in accordance with and subject to the foregoing conditions in this clause (b), to authenticate and deliver from time to time, Notes in exchange for or in lieu of Notes, respectively, which become mutilated, defaced, destroyed, stolen or lost. Each Note delivered in exchange for or in lieu of any Note shall carry all the rights to interest (including rights to accrued and unpaid interest and Additional Amounts) which were carried by such Note.

(c)All Notes surrendered for payment or exchange shall be delivered to the Trustee. The Trustee shall, in accordance with Section 2.10, cancel and destroy all such Notes surrendered for payment or exchange, in accordance with its Note destruction policy, and shall deliver a certificate of destruction to the Company.

(d)In the event any such mutilated, defaced, destroyed, lost or stolen certificate has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new certificate, pay such Notes.

All the provisions and undertakings set forth above concerning registration of ownership, exchange and transfer of Notes shall be, in fact, exclusively fulfilled by UMB Bank, N.A. acting as Trustee, Paying Agent, Registrar and Transfer Agent.

In the event that Banco Santander Argentina S.A., as Argentine Paying Agent, Registrar and Transfer Agent in Argentina, is required to carry out any of the obligations related to the registration of ownership, exchange and transfer of Notes, it may delegate such duties to any other entity in Argentina with legal capacity to carry them out in compliance with this Indenture and applicable laws and regulations in force in Argentina. In order to so delegate, Banco Santander Argentina S.A. shall promptly notify the Issuer of its intention, so that the Issuer may appoint the entity it deems appropriate to assume Banco Santander Argentina S.A.’s obligations under this Indenture.

Once the appointment of a successor (the “Successor”) is made and accepted by the succeeding entity, Banco Santander Argentina S.A. shall not be liable for the breach of any of the obligations assumed by the Successor under this Indenture and shall be indemnified for and held harmless against, any and all losses, damages, liabilities, judgments, claims, causes of action, costs and expenses (including fees and disbursements of legal counsel) incurred directly or indirectly, without negligence or bad faith on their part, arising out of or in connection with the performance of the duties assumed by such Successor under this Indenture.

Section 2.09Further Issues. Subject to the authorization of the CNV, if applicable, the Company may, from time to time, without notice to or the consent of the Holders of the Notes Outstanding, create and issue additional Notes (“Additional Notes”) having the same terms and conditions as the Notes issued on the Issue Date in all respects (or in all respects except for issue date and issue price) so that such subsequently issued Additional Notes may be consolidated and form a single series with the previously Outstanding Notes; provided that the issuance of Additional Notes shall then be permitted under Section 4.02, provided further that any

Additional Notes shall be issued under a separate CUSIP, ISIN or other identifying number unless the Additional Notes are issued pursuant to a “qualified reopening” of the original series, are otherwise treated as part of the same “issue” of debt instruments as the original series or are issued with less than a de minimis amount of OID, in each case for U.S. federal income tax purposes. Additional Notes issued in this manner will be consolidated and form a single series with the previously Outstanding Notes in accordance with the requirements of the Depositary. The Notes issued on the Issue Date and any Additional Notes would be treated as a single class for all purposes, and will vote together as one class on all matters with respect to the Notes. In connection with any such issuance of Additional Notes, the Company shall deliver an Opinion of Counsel and a Company Order to the Trustee directing the Trustee to authenticate and deliver Additional Notes on the Additional Closing Date specified therein in an aggregate principal amount specified therein and the Trustee, in accordance with such Company Order, shall authenticate and deliver such Additional Notes. The Additional Notes will be (i) represented by an increase in the aggregate principal amount of the Global Notes or (ii) issued in the form of Certificated Notes if the Notes are no longer represented by Global Notes.

Section 2.10Cancellation of Notes; Disposition Thereof. All Notes surrendered for payment, redemption, registration of transfer or exchange, if surrendered to the Company or any agent of the Company or the Trustee, shall be delivered to the Trustee for cancellation or, if surrendered to the Trustee, shall be canceled by it; and no Notes shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Indenture. The Trustee shall dispose of canceled Notes held by it in accordance with its customary procedures and deliver a certificate of disposition to the Company upon written request. If the Company shall acquire any of the Notes, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Notes unless and until the same are delivered to the Trustee for cancellation.

Section 2.11Repurchases. The Company or any of its Subsidiaries may at any time purchase any Note by tender offer or in open market purchases, negotiated transactions or otherwise, at any price, in accordance with the Argentine Capital Markets Law, the CNV Rules and other applicable securities laws, so long as such acquisition does not otherwise breach the terms of this Indenture, and, at the Company’s sole discretion, may resell, cancel or otherwise dispose of such repurchased Notes at any time subject to all applicable securities and other laws. The Company or any such Subsidiary will not have voting rights with respect to such Note in any meeting of Noteholders and such Note will not be considered as Outstanding for purpose of calculating the quorum at the meeting.

Section 2.12Security Identifier Numbers. The Company in issuing the Notes may use “CUSIP,” “ISIN” and/or “common code” numbers (if then generally in use), and, if so, the Trustee shall use for the Notes “CUSIP,” “ISIN” and/or “common code” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee of any change in the “CUSIP,” “ISIN” and/or “common code” numbers.

ARTICLE 3

REDEMPTION; OFFER TO PURCHASE

Section 3.01Optional Redemption With a Make-Whole Premium. Prior to July 18, 2029, the Company may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a redemption price equal to (A) 100% of the principal amount of such Notes, plus accrued and unpaid interest (including Additional Amounts, if any) to, but excluding, the date of redemption, plus (B) the excess, if any, of (1) the sum of the present values of the remaining scheduled payments of principal and interest on such Notes discounted to the redemption date (assuming for the avoidance of doubt that the principal installment of the Notes due on July 18, 2029 is paid when due and the remaining principal due on the Notes is called on July 18, 2029 at a redemption price of 104.750%) for the Notes on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 50 basis points, less interest accrued to the redemption date, over (2) 100% of the principal amount of the Notes to be redeemed (subject to the rights of Holders on the relevant Regular Record Date preceding the redemption date to receive interest due on the succeeding Interest Payment Date).

Section 3.02Optional Redemption Without a Make-Whole Premium. On or after July 18, 2029, the Company may, at its option, redeem the Notes, in whole or in part, at any time and from time to time, at the following redemption prices (expressed as percentages of the principal amount of the Notes) if redeemed during the applicable period indicated below, plus accrued and unpaid interest (including Additional Amounts, if any) to, but excluding, the date of redemption:


Period	****	Percentage
Beginning on July 18, 2029 to but excluding July 18, 2030		104.75%
Beginning on July 18, 2030 to but excluding the maturity date		100.00%

Section 3.03Redemption With Proceeds of Equity Offerings. At any time, or from time to time, on or prior to maturity, the Company may, at its option, use the net cash proceeds of one or more Equity Offerings to redeem in the aggregate up to 35% of the aggregate principal amount of Notes (including any Additional Notes) at a redemption price of 109.500% of the principal amount thereof, plus accrued and unpaid interest (including Additional Amounts, if any) to, but excluding, the redemption date; provided that:

(a)Notes in an aggregate principal amount equal to at least 65% of the aggregate principal amount of Notes issued on the Issue Date remain Outstanding immediately after the occurrence of such redemption; and

(b)the redemption must occur not more than 90 days after the date of the closing of such Equity Offering.

Section 3.04Optional Redemption upon a Tax Event. The Notes may be redeemed, in whole but not in part, at the Company’s option, subject to applicable Argentine laws, at a redemption price equal to 100% of the Outstanding principal amount of the Notes, plus accrued and unpaid interest (including Additional Amounts, if any) to, but excluding, the redemption date, if the Company has or will become obligated to pay Additional Amounts on or in respect of

the Notes as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of any Relevant Jurisdiction, or any change in the official application, administration or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction) in any Relevant Jurisdiction, if such change or amendment occurs on or after the date of this Indenture and such obligation cannot be avoided by the Company taking commercially reasonable measures available to it; provided that no notice of redemption pursuant to this Section will be given earlier than 60 days prior to the earliest date on which the Company would be obligated to pay Additional Amounts; and provided further, that commercially reasonable measures shall be understood not to include any change in the Company’s jurisdiction of incorporation or organization or location of the Company’s principal executive office or registered office. Prior to the giving of notice of redemption of Notes pursuant to this Section, the Company shall deliver to the Trustee an Officers’ Certificate to the effect that the Company is or at the time of the redemption will be entitled to effect such a redemption pursuant to this Indenture, and setting forth in reasonable detail the circumstances giving rise to such right of redemption. The Officers’ Certificate shall be accompanied by a written opinion of recognized counsel in the Relevant Jurisdiction independent of the Company to the effect that the Company is, or is expected to become, obligated to pay Additional Amounts as a result of a change or amendment, as described above.

Section 3.05Notice of Redemption; Method and Effect of Redemption. (a) Notice of any redemption will be delivered at least 15 but not more than 60 days before the redemption date to registered Holders of Notes (with a copy to the Trustee) to be redeemed (which in the case of a Global Note, will be a nominee for DTC). For so long as the Notes are listed on the ByMA for trading on the MAE or, in the event that the Notes are listed on the Luxembourg Stock Exchange, for as long as the Notes are listed on the Luxembourg Stock Exchange for trading on the Euro MTF Market and the rules of such exchanges so require, the Company will cause notices of redemption to also be published as described in Section 11.02.

(b)Each notice of redemption will be prepared by the Company and identify the Notes to be redeemed and will include or state the following:

(i)the redemption date;

(ii)the redemption price, including the portion thereof representing any accrued interest;

(iii)the place or places where Notes are to be surrendered for redemption;

(iv)Notes called for redemption must be so surrendered in order to collect the redemption price;

(v)upon the satisfaction of the conditions precedent included in the notice of redemption, if any, on the redemption date the redemption price will become due and payable on Notes called for redemption, and interest on Notes called for redemption will cease to accrue on and after the redemption date unless the Company defaults in the payment of the redemption price;

(vi)if any Certificated Note is redeemed in part, on and after the redemption date, upon surrender of such Certificated Note, new Certificated Notes equal in principal amount to the unredeemed portion will be issued upon cancellation of the original Certificated Note;

(vii)if applicable, the conditions precedent to which the notice of redemption is subject; and

(viii)if any Note contains a CUSIP, ISIN or common code number, no representation is being made as to the correctness of such CUSIP, ISIN or common code number either as printed on the Notes or as contained in the notice of redemption and that the Holder should rely only on the other identification numbers printed on the Notes.

The notice of redemption of Notes shall be given by the Trustee in the name and at the expense of the Company, upon the Company’s written request ,at least five (5) days prior to the date notice of redemption is to be delivered to the Holders of the Notes to be redeemed (unless a shorter period of time is agreed upon by the Trustee), which request shall include the form of the notice of redemption.

(c)The Company will pay the redemption price for the Notes together with accrued and unpaid interest thereon (including Additional Amounts, if any) to (but not including) the date of redemption. On and after the redemption date, interest will cease to accrue on the Notes as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption price pursuant to this Indenture. Upon redemption of the Notes by the Company, the redeemed Notes will be cancelled.

(d)If fewer than all of the Notes are being redeemed, selection of Certificated Notes for redemption will be made, to the extent permitted under applicable law and securities exchange rules, on a pro rata basis, by lot or by using any other method that the Trustee deems fair and appropriate, or, in the case of Global Notes, such Notes shall be selected in accordance with DTC’s procedures and requirements, in each case, in denominations of U.S.$1,000 principal amount and integral multiples of U.S.$1,000 in excess thereof. In the case of Certificated Notes, upon surrender of any Certificated Note redeemed in part, the Holder will receive a new Certificated Note equal in principal amount to the unredeemed portion of the surrendered Certificated Note. In the case of a Global Note, appropriate adjustments to the amount and beneficial interests in the Global Note will be made as necessary.

(e)Any notice of redemption may, at the Company’s discretion, be subject to the satisfaction of one or more conditions precedent. Notes called for redemption become due and payable at the redemption price on the redemption date (subject to the satisfaction of any conditions precedent included in the notice of redemption), and, commencing on the redemption date, Notes redeemed will cease to accrue interest as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption price pursuant to this Indenture.

Section 3.06 Offer to Purchase. (a) An Offer to Purchase must be made by written offer (as used in this Section, the “offer”) sent to the Holders. The Company will notify the Trustee at least five (5) days (or such shorter period as is acceptable to the Trustee) prior to

sending the offer to Holders of its obligation to make an Offer to Purchase, and the offer will be sent by the Company or, at the Company’s written direction and upon receipt of the form of such offer from the Company, by the Trustee in the name and at the expense of the Company.

(b)The offer must include or state the following as to the terms of the Offer to Purchase:

(i)the provision of this Indenture pursuant to which the Offer to Purchase is being made;

(ii)the aggregate principal amount of the Outstanding Notes offered to be purchased by the Company pursuant to the Offer to Purchase (including, if less than 100%, the manner by which such amount has been determined pursuant to this Indenture) (as used in this Section, the “purchase amount”);

(iii)the purchase price, including the portion thereof representing accrued interest;

(iv)an expiration date (as used in this Section, the “expiration date”) not less than 30 days or more than 60 days after the date of the offer, and a settlement date for purchase (as used in this Section, the “purchase date”);

(v)a Holder may tender all or any portion of its Notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a Note tendered must be in a multiple of U.S.$1,000 principal amount;

(vi)the place or places where Notes are to be surrendered for tender pursuant to the Offer to Purchase;

(vii)that Holders electing to have any Notes purchased pursuant to Offer to Purchase will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the Paying Agent specified in the notice at the address specified in the notice (or, in the case of Global Notes, tender such Notes in accordance with the applicable procedures of the Depositary), in each case, prior to the close of business on the expiration date;

(viii)interest on any Note not tendered, or tendered but not purchased by the Company pursuant to the Offer to Purchase, will continue to accrue;

(ix)on the purchase date, the purchase price will become due and payable on each Note accepted for purchase, and interest on Notes purchased will cease to accrue on and after the purchase date unless the Company defaults in the payment of the purchase amount;

(x)that Holders shall be entitled to withdraw their tendered Notes and their election to require the Company to purchase such Notes, provided that the Paying Agent receives, not later than the close of business on the expiration date, a written statement setting forth the name of the Holder of the Notes, the principal amount of Notes tendered

for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased (or, in the case of Global Notes, a notice of withdrawal of such Notes is delivered in accordance with the applicable procedures of the Depositary);

(xi)(A) if Notes in an aggregate principal amount less than or equal to the purchase amount are duly tendered and not withdrawn pursuant to the Offer to Purchase, the Company will purchase all such Notes, and (B) if the Offer to Purchase is for less than all of the outstanding Notes and Notes in an aggregate principal amount in excess of the purchase amount are tendered and not withdrawn pursuant to the offer, the Company will purchase Notes having an aggregate principal amount equal to the purchase amount on a pro rata basis, with adjustments so that only Notes in multiples of U.S.$1,000 principal amount will be purchased;

(xii)that, if any Note was purchased only in part, (x) in the case of a Global Note, appropriate adjustments to the amount and beneficial interests in a Global Note will be made, and (y) in the case of a Certificated Note, a new Certificated Note or Notes in principal amount equal to the unpurchased portion of the original Certificated Note representing the same indebtedness to the extent not purchased will be issued in the name of the Holder of such Certificated Note upon cancellation of the original Certificated Note; provided that each Note purchased and each new Note issued shall be in integral multiples of U.S.$1,000;

(xiii)if applicable, the conditions precedent to which the Offer to Purchase is subject; and

(xiv)if any Note contains a CUSIP, ISIN or common code number, no representation is being made as to the correctness of such a CUSIP, ISIN or common code number either as printed on the Notes or as contained in the offer and that the Holder should rely only on the other identification numbers printed on the Notes.

(c)On the purchase date, the Company will accept tendered Notes for purchase as required by the Offer to Purchase and deliver to the Trustee all Notes so accepted together with an Officers’ Certificate specifying which Notes have been accepted for purchase. On the purchase date the purchase price will become due and payable on each Note accepted for purchase, and interest on Notes purchased will cease to accrue on and after the purchase date.

(d)The Company will comply, to the extent applicable, with Rule 14e-1 under the Exchange Act and all other applicable securities laws or regulations in making any Offer to Purchase. To the extent that the provisions of any applicable securities laws or regulations conflict with provisions of Section 3.06 or Section 4.06, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 3.06 or Section 4.06 by virtue of its compliance with such securities laws or regulations.

ARTICLE 4

COVENANTS

Section 4.01Payment of Notes. (a) The Company agrees to pay the principal of and interest on the Notes on the dates and in the manner provided in the Notes and this Indenture. Not later than 11:00 A.M. (New York City time) on the Business Day immediately preceding the due date of any principal of or interest on any Notes, or any redemption or purchase price of the Notes, the Company will deposit with the Paying Agent money in immediately available funds sufficient to pay such amounts, provided, however, to the extent any such funds are received by the Paying Agent after 11:00 A.M. (New York City time), on such Business Day, such funds will be deemed deposited within one (1) Business Date of receipt thereof; provided further that if the Company or any Affiliate of the Company is acting as Paying Agent, it will, on or before each due date, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such amounts until paid to such Holders or otherwise disposed of as provided in this Indenture. In each case the Company will promptly notify the Trustee of its compliance with this clause.

(b)An installment of principal or interest will be considered paid on the date due if the Paying Agent (if other than the Company or any Affiliate of the Company) holds on that date money designated for and sufficient to pay the installment. If the Company or any Affiliate of the Company acts as Paying Agent, an installment of principal or interest will be considered paid on the due date only if paid to the Holders.

(c)The Company agrees to pay interest on overdue principal, and, to the extent lawful, overdue installments of interest at the rate per annum specified in the Notes.

(d)All payments in respect of the Notes represented by the Global Notes are to be made by wire transfer to the Depositary in accordance with its applicable procedures. With respect to Certificated Notes, the Company will make all payments by wire transfer of immediately available funds to the accounts specified by the Holders thereof or, if no such account is specified, by mailing a check to each Holder’s registered address set forth in the Register maintained by the Registrar.

(e)No Agent shall be obligated to make any payment to Holders until such time as it has received funds and been able to identify or confirm receipt of such funds.

(f)The Company expressly, irrevocably and unconditionally renounces the right to invoke the theory of unpredictability (“teoría de la imprevisión”), the principle of shared effort (“principio de esfuerzo compartido”) and/or any other regulation including, but not limited to, any foreign exchange applicable law or regulation issued by the Argentine Congress, the PEN or any Argentine Ministry, Secretariat or agency thereunder, including the AFIP, the BCRA, the CNV and/or any other Argentinean governmental authority applicable to the Notes, including, but not limited to, Decree No. 609/2019, and Communications “A” 6401, 6770, 6844, 7272, 7422, 7490, 7516, 7914 and 8035 of the BCRA, all of such regulations as amended, supplemented and/or restated, and any other such regulations in effect to date, or whichever may replace, supplement or amend them in the future (the “Argentine Foreign Exchange Regulations”) and/or regulatory or de facto restrictions that may be applicable to the circumstances established in this clause, theories

or principles of law existing to date or established in the future, for the purpose of avoiding full and timely compliance with its obligation to pay in U.S. dollars assumed in connection with the payment of principal and interest of the Notes (including but not limited to Articles 955, 956, 1031, 1032, 1090, 1091, 1732 and 1733 of the Argentine Civil and Commercial Code or the revocation or expiration of any existing or future benefit or applicable law.

Furthermore, the Company expressly and irrevocably waives the right to invoke the application of any existing or future applicable law that may enter into force, including but not limited to in the event that the Decree No. 70/2023 is rejected by both chambers of Congress, the previous wording of Article 765 of the Argentine Civil and Commercial Code, with the purpose of discharging any of its payment obligations under the Notes in any currency other than U.S. dollars, establishing that the obligation to pay in U.S. dollars assumed in connection with the payment of principal and interest of the Notes must be considered as an “obligation to give money” and cannot and must not be considered as “to give amounts of things” as mentioned in said article. It is also considered that the Company will not be released from the obligation to pay in U.S. dollars assumed under the Notes by “giving the equivalent in legal currency”.

Subject to Section 11.07(c) below, in the event that, on any date of payment of principal or interest in respect of the Notes, there are any exchange regulations in force in Argentina or restrictions on the acquisition and/or transfer of foreign currency in Argentina, the Company will seek to pay all amounts payable under the Notes in U.S. dollars, either (i) by purchase, at market price, of securities of any series of Argentine public bonds denominated in that currency or other private or public securities or bonds issued in Argentina, by transferring and selling such instruments outside Argentina in exchange for U.S. dollars, to the extent permitted by applicable law, or (ii) by any other reasonable means permitted by law in Argentina, in each case, on such payment date. All costs and taxes payable in connection with the proceedings referred to in (i) and (ii) above will be borne by the Company.

Section 4.02Maintenance of Office or Agency . The Company will maintain in each of the City of Buenos Aires, Argentina and in each place of payment specified for the Notes an office or agency where the Notes may be presented or surrendered for payment, registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. In addition, so long as the Notes are authorized for their public offer in Argentina and the rules of the CNV or other applicable Argentine law so require, and the rules of the ByMA or of the MAE, as the case may be, so require, the Company will maintain a paying agent, a transfer agent and a registrar in the City of Buenos Aires, Argentina. In the event that the Notes are listed on the Luxembourg Stock Exchange for trading on the Euro MTF Market, so long as the Notes are listed on such exchange and if the rules of such exchange so require, the Company will also maintain a listing agent, a transfer agent and a paying agent in Luxembourg. The Company hereby initially designates Banco Santander Argentina S.A., as such offices of the Company. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands (other than the type contemplated by Section 11.06) may be made or served to the Trustee at its Corporate Trust Office.

The Company shall, for so long as any Notes are Outstanding, use commercially reasonable efforts to maintain ratings on the Notes from at least two Rating Agencies.

Section 4.03Ranking. The Notes will: (a) be general, unsecured obligations of the Company; (b) rank equal in right of payment with all existing and future unsubordinated obligations of the Company (except those obligations preferred by operation of Argentine law, including without limitation labor and tax claims); (c) rank senior in right of payment to all existing and future subordinated indebtedness of the Company, if any (d) be effectively subordinated to all existing and future secured obligations of the Company, to the extent of the value of the assets securing such obligations; and (e) not be guaranteed by any Subsidiary and therefore will be effectively subordinated to all existing and future obligations of the Subsidiaries.

Section 4.04Limitation on Liens. The Company will not, and will not permit any Subsidiary to, Incur or suffer to exist any Lien to secure Debt, except for Permitted Liens, on any of their properties or assets, whether owned on the Issue Date or acquired after the Issue Date, or upon Capital Stock or Debt issued by any Subsidiary and owned by the Company or any Subsidiary, at the Issue Date or thereafter acquired, unless concurrently therewith effective provision that the Notes are secured on an equal and ratable basis with (or, if the obligation to be secured by the Lien is subordinated in right of payment to the Notes, prior to) the Debt so secured for so long as such Debt is so secured.

Section 4.05Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any Subsidiary to, enter into any Sale and Leaseback Transaction with respect to any property or asset (other than any Permitted Sale and Leaseback Transaction) unless the Company and the Subsidiaries would be entitled to create a Lien on such property or asset to secure Attributable Debt without equally and ratably securing the Notes under Section 4.04, in which case, the corresponding Debt and Lien shall be deemed to be Incurred pursuant to those provisions.

Section 4.06Repurchase of Notes Upon a Change of Control Triggering Event.

(a)Upon the occurrence of a Change of Control Triggering Event, each Holder will have the right to require that the Company repurchase all or a portion (in integral multiples of U.S.$1,000 in excess of U.S.$1,000) of such Holder’s Notes at a purchase price (the “Change of Control Payment”) equal to 101% of the principal amount thereof, plus any accrued and unpaid interest (including Additional Amounts, if any) thereon to, but excluding, the date of purchase.

(b)Within 30 days following any Change of Control Triggering Event, the Company shall give a notice to each registered Holder, with a copy to the Trustee, offering to purchase the Notes as described above (a “Change of Control Offer”) and, for so long as the Notes are listed on the ByMA for trading on the MAE, and, in the event that the Notes are listed on the Luxembourg Stock Exchange, for so long as the Notes are listed on the Luxembourg Stock Exchange for trading on the Euro MTF Market and the rules of the exchange so require, publish such notice as described in Section 11.02 below. The Change of Control Offer will state, among other things, the purchase date, which must not be less than 30 days or more than 60 days from the date the notice is given, other than as may be required by law (the “Change of Control

Payment Date”). The Change of Control Offer will also contain instructions and materials necessary to enable Holders to tender Notes pursuant to the offer.

(c)On the Change of Control Payment Date, the Company will, to the extent lawful:

(1)accept for payment all Notes or portions thereof properly tendered and not withdrawn pursuant to the Change of Control Offer;

(2)deposit with the Paying Agent funds in an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and

(3)deliver or cause to be delivered to the Trustee the Notes so accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company.

(d)If only a portion of a Certificated Note is purchased pursuant to a Change of Control Offer, a new Certificated Note in a principal amount equal to the portion thereof not purchased will be issued in the name of the Holder thereof upon cancellation of the original Certificated Note (or appropriate adjustments to the aggregate principal amount in a Global Note will be made, as appropriate). Notes (or portions thereof) purchased pursuant to a Change of Control Offer will be cancelled and interest on Notes so purchased will cease to accrue on and after the purchase date.

(e)The Company will comply with Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations in connection with the purchase of Notes through a Change of Control Offer, and the above procedures will be deemed modified as necessary to permit such compliance.

(f)The Company will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption of all of the Outstanding Notes has been given pursuant to this Indenture as described under Section 3.05, unless and until there is a default in payment of the applicable redemption price.

Section 4.07Reporting Requirements. For so long as any of the Notes remain outstanding and constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act and the Company is not subject to Section 13 or Section 15(d) of the Exchange Act and exempt from reporting pursuant to Rule 12g3-2(b) of the Exchange Act, the Company will furnish to any Holders and any bona fide prospective purchaser of the Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. All such information shall be in the English language.

The Company will furnish or cause to be furnished to the Trustee in electronic form:

(a)within 90 calendar days after the end of each of the first, second and third quarters of the Company’s fiscal year (commencing with the quarter ended June 30, 2024), copies of the unaudited consolidated financial statements of the Company and its Subsidiaries in respect of the relevant period (including a profit and loss account, balance sheet and cash flow statement), setting forth in each case in comparative form the figures for the corresponding quarter in, and year-to-date portion of, the previous years, prepared in accordance with International Accounting Standard 34 (IAS 34) “Interim Financial Reporting” as issued by the International Accounting Standard Board (IASB), together with a certificate signed by the person then authorized to sign financial statements on behalf of the Company to the effect that such financial statements are true in all material respects and present fairly in all material respects in accordance with IFRS, the consolidated financial position of the Company as of the end of, and the results of its operations for, the relevant quarterly period, subject to normal year-end adjustments; and

(b)within 135 calendar days after the end of each fiscal year of the Company (commencing with the year ending December 31, 2024), copies of the audited consolidated financial statements of the Company and its Subsidiaries in respect of such fiscal year (including a profit and loss account, balance sheet and cash flow statement), setting forth in each case in comparative form the figures for the previous year prepared in accordance with IFRS and audited by a member firm of an internationally recognized firm of independent accountants;

provided, that the Company shall be deemed to have furnished such reports and information to, or filed such reports and information with, the Trustee, the Holders of the Notes and to any beneficial owner or potential purchaser of the Note if it has filed such reports or information with the Securities Exchange Commission via the EDGAR filing system.

The Company will maintain a public website or, at its option, a non-public website or other electronic distribution system to which the beneficial owners of the notes, prospective investors and security analysts will be given access and on which such reports and information are posted; provided, however, that the Company may, in its sole discretion, exclude direct competitors, customers and suppliers from access to such website or electronic distribution; and provided, further, that it will not be required to furnish the reports and information referred to above so long as such reports or information are available on such website or electronic distribution system.

Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such reports shall not constitute actual or constructive notice or knowledge of any information contained therein or determinable from information contained therein, including the Company’s or any other Person’s compliance with any of its covenants under this Indenture or the Notes (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). The Trustee shall not be responsible or liable for determining or monitoring whether or not the Company has delivered any report or other information in accordance with the requirements specified in the foregoing paragraphs or otherwise made available any report or information on any website or electronic distribution system.

The Company will deliver to the Trustee:

(a)simultaneously with the delivery of each set of audited consolidated financial statements in clause (b) above, an Officers’ Certificate indicating whether the signers know of any Default that occurred during the previous fiscal year, specifying the nature of any Default and its status; and

(b)as soon as possible and in any event within 30 days, after a responsible officer of the Company becomes aware of the occurrence of a Default, an Officers’ Certificate setting forth the details of the Default and the actions that the Company proposes to take with respect thereto.

Section 4.08Listing. The Company has applied to list the Notes on the ByMA and to trade the Notes on the MAE and will undertake reasonable efforts to list the Notes on the Luxembourg Stock Exchange for trading on the Euro MTF Market. If the admission of the Notes to the Luxembourg Stock Exchange and trading on the Euro MTF Market of the Luxembourg Stock Exchange would, in the future, require the Company to publish financial information either more regularly than it would otherwise be required to, or requires the Company to publish separate financial information, or if the listing, in the judgment of the Company, is unduly burdensome, the Company may seek an alternative admission to listing, trading and/or quotation for the Notes by another listing authority, stock exchange and/or quotation system. If such alternative admission to listing, trading and/or quotation of the Notes is not available to the Company or is, in the Company’s commercially reasonable judgment, unduly burdensome, the Company shall have no further obligation in respect of any listing of the Notes.

Section 4.09Payment of Additional Amounts. (a) The Company shall make all payments of principal, premium, if any, and interest in respect of the Notes free and clear of, and without withholding or deduction for or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (“Taxes”) imposed, levied, collected, withheld or assessed by or within Argentina, or any other jurisdiction from which the Company or its Paying Agent make payments, in respect of the Notes or by or within any political subdivision thereof or any authority therein or thereof having power to tax (each, a “Relevant Jurisdiction”), unless such withholding or deduction is required by law. In the event of any such withholding or deduction of Taxes by a Relevant Jurisdiction, the Company will pay to Holders such additional amounts (“Additional Amounts”) as will result in the receipt by each Holder of the net amount that would otherwise have been receivable by such Holder in the absence of such withholding or deduction, except that no such Additional Amounts will be payable:

(i)in respect of any Taxes that would not have been so withheld or deducted but for the existence of any present or former connection (including, without limitation, a permanent establishment in the Relevant Jurisdiction) between the Holder or beneficial owner of the Note (or, if the Holder or beneficial owner is an estate, nominee, trust, partnership, corporation or other business entity, between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, the Holder or beneficial owner) and any Relevant Jurisdiction with the power to levy or otherwise impose or assess such

Tax, other than the mere holding or ownership of such Note or beneficial interest therein or the receipt of payments or the enforcement of rights thereunder;

(ii)in respect of any Taxes that would not have been so withheld or deducted if the Note had been presented for payment within 30 days after the Relevant Date except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented for payment on the last day of such 30-day period;

(iii)in respect of any Taxes that would not have been so withheld or deducted but for the failure by the Holder or the beneficial owner of the Note to (A) make a declaration of non-residence, or any other claim or filing for exemption, to which it is entitled or (B) comply with any certification, identification, information, documentation or other reporting requirement concerning its nationality, residence, identity or connection with the Relevant Jurisdiction; provided that such declaration or compliance was required by applicable law, regulation, administrative practice or an applicable treaty as a precondition to exemption from all or part of such Taxes and the Company has given the Holders at least 30 days prior notice that they will be required to comply with such requirements;

(iv)in respect of any estate, inheritance, gift, value added, sales, use, excise, transfer, personal property or similar taxes, duties, assessments or other governmental charges;

(v)in respect of any Taxes that are payable other than by deduction or withholding from payments on the Notes;

(vi)in respect of any Taxes that would not have been so imposed if the Holder had presented the Note for payment (where presentation is required and the Company has given the Holders at least 30 days prior notice that they will be required to comply with such presentation) to another Paying Agent;

(vii)in respect of any payment to a Holder of a Note that is a fiduciary or partnership (including an entity treated as a partnership for tax purposes) or any Person other than the sole beneficial owner of such payment or Note, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such partnership or the beneficial owner of such payment or Note would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual Holder of such Note;

(viii)to the extent that the Company has determined based on information obtained directly from the recipient or from third parties that Taxes are imposed due to the residence of the foreign recipient of the payment in a jurisdiction deemed as a “non- cooperative jurisdiction” (jurisdicción no cooperante) or the investment made with funds obtained in a “non-cooperative jurisdiction” (jurisdicción no cooperante), in each case as determined under applicable Argentine law or regulation; or

(ix)in respect of any combination of paragraphs (i) through (viii) above.

In the event of any merger or other transaction described and permitted under Article 5, in which the surviving entity is a corporation organized and validly existing under the laws of a country other than Argentina, all references to Relevant Jurisdiction under this Section 4.09 and under Section 3.04 will be deemed, for the avoidance of doubt, to include such country and any political subdivision therein or thereof, law or regulations of such country, and any taxing authority of such country or any political subdivision therein or thereof, respectively.

(b)Upon written request from the Trustee, the Company shall furnish to the Trustee documentation reasonably satisfactory to the Trustee, evidencing payment of any Taxes so deducted or withheld. Copies of such documentation will be made available by the Trustee to Holders upon written request to the Trustee.

(c)The Company shall promptly pay when due any present or future stamp, issue, registration, court or similar documentary taxes or any other excise or property taxes, charges or similar levies, including interest and penalties, that arise in any jurisdiction from the execution, delivery or registration of each Note or any other document or instrument referred to herein or therein, excluding any such taxes, charges or similar levies imposed by any jurisdiction other than a Relevant Jurisdiction, except those resulting from or required to be paid in connection with, the enforcement of such Notes after the occurrence and during the continuance of a Default with respect to the Notes.

(d)In the event that the Company pays any Argentine personal asset tax in respect of the Outstanding Notes, the Company hereby waives any right it may have under Argentine law to seek reimbursement from the Holders or the beneficial owners of the Notes of any such amounts paid.

Section 4.10Money for Notes Payment to be Held in Trust. If the Company shall at any time act as its own Paying Agent for any of the Notes, it will, on or before each due date of the principal of (and premium, if any) or interest on, any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided, and will promptly notify the Trustee of its action or failure to so act.

Whenever the Company shall have one or more Paying Agents for any Notes, it will, at least one Business Day prior to each due date of the principal of (and premium, if any) or interest on, any Notes, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal (and premium, if any) or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure to so act. The Company will cause the bank through which payment of funds to the Paying Agent will be made to deliver to the Paying Agent by 10:00 a.m. (New York time) two Business Days prior to the due date of such payment an irrevocable confirmation (by confirmed facsimile transmission, Electronic Means or authenticated Swift MT 100 Message) of its intention to make such payment.

The Company will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will:

(a)hold all sums held by it for the payment of principal of (and premium, if any) or interest on Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided;

(b)give the Trustee notice of any default by the Company (or any other obligor upon the Notes) in the making of any such payment of principal (and premium, if any) or interest on the Notes; and

(c)at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent.

The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any Notes or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent in respect of each and every Note as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Company in respect of all Notes, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money.

Subject to applicable law, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of (and premium, if any) or interest on any Security of any series and remaining unclaimed for two years after such principal (and premium, if any) or interest has become due and payable shall be paid to the Company on Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company, as trustee thereof, shall thereupon cease. The Company initially authorizes the Trustee to act as Paying Agent for the Notes on its behalf. The Company may at any time and from time to time authorize one or more Persons to act as Paying Agent in addition to or in place of the Trustee with respect to the Notes issued under this Indenture.

ARTICLE 5

LIMITATION ON CONSOLIDATION, MERGER OR SALE OF ASSETS

Section 5.01Limitation on Consolidation, Merger or Sale of Assets by the Company. (a) The Company will not, in a single transaction or series of related transactions,

(i)consolidate with, amalgamate or merge with or into any Person; or

(ii)sell, convey, assign, transfer, or otherwise dispose of (or cause or permit any Subsidiary to sell, convey, assign, transfer, or otherwise dispose of) all or

substantially all of its assets as an entirety or substantially an entirety (determined on a consolidated basis for the Company and its Subsidiaries) to any Person;

(iii)unless:

(A)either (x) the Company is the continuing Person or (y) the resulting, surviving or transferee Person (if not the Company) (the “Successor Company”) is a corporation organized and validly existing under the laws of Argentina, the United States of America or any State thereof, the District of Columbia or any member country of the Organization for Economic Cooperation and Development and expressly assumes by supplemental indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company under this Indenture and the Notes;

(B)immediately before and after giving effect to the transaction, no Default has occurred and is continuing; and

(C)the Company delivers to the Trustee (i) an Officers’ Certificate and an Opinion of Counsel, each stating that the consolidation, amalgamation, merger or transfer and the supplemental indenture (if any) comply with this Indenture.

These restrictions do not apply to (i) the consolidation, amalgamation or merger of the Company with or into a Subsidiary or (ii) the consolidation, amalgamation or merger of a Subsidiary with or into the Company.

(b)The Company shall not lease all or substantially all of its assets, whether in one transaction or a series of transactions, to one or more other Persons, except as permitted under Section 4.05.

(c)Upon the consummation of any transaction effected in accordance with these provisions, if the Company is not the continuing Person, the Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture and the Notes with the same effect as if such Successor Company had been named as the Company in this Indenture and the Notes. Upon such substitution, except in the case of a sale, conveyance, transfer or disposition of less than all of its assets, the Company will be released from its obligations under this Indenture and the Notes.

ARTICLE 6

DEFAULT AND REMEDIES

Section 6.01Events of Default. An “Event of Default” occurs if:

(a)the Company defaults in the payment when due of the principal of or premium, if any, on any Note when the same becomes due and payable at maturity, upon acceleration or otherwise, including the failure to make a required payment to redeem or purchase Notes in connection with an optional redemption or Change of Control Offer;

(b)the Company defaults in the payment of interest (including any Additional Amounts) on any Note when the same becomes due and payable at maturity, upon acceleration or otherwise, and the default continues for a period of 30 days;

(c)the Company fails to comply with Section 5.01;

(d)the Company defaults in the performance of or breaches any other covenant or agreement contained in this Indenture or under the Notes, and the default or breach continues for a period of 60 consecutive days after written notice to the Company by the Trustee or to the Company and the Trustee by the Holders of 25% or more in aggregate principal amount of the outstanding Notes;

(e)there occurs with respect to any Debt of the Company or any of its Subsidiaries having an outstanding principal amount of U.S.$100 million (or the equivalent in other currencies) or more in the aggregate for all such Debt of all such Persons (i) an event of default that results in such Debt being due and payable prior to its scheduled maturity or (ii) an event of default caused by a failure to make a principal payment when due and such defaulted payment is not made, waived or extended within the applicable grace period;

(f)one or more final and non-appealable judgments or orders for the payment of money are rendered against the Company or any of its Significant Subsidiaries and are not paid or discharged (and are not covered by adequate insurance by a solvent insurer of national or international reputation that has acknowledged its obligations in writing), and there is a period of 60 consecutive days following entry of the final and non-appealable judgment or order (or 30 consecutive days, in the event that an enforcement proceeding is commenced upon the entry of such judgment or order) that causes the aggregate amount for all such final and non-appealable judgments or orders outstanding and not paid or discharged against all such Persons to exceed U.S.$100 million (or the equivalent in other currencies) during which a stay of enforcement, by reason of a pending appeal or otherwise, is not in effect;

(g)the Company or any of its Significant Subsidiaries shall, after the Issue Date:

(A) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors pursuant to a concurso preventivo de acreedores, (B) seek approval of its creditors for an acuerdo preventivo extrajudicial impairing the Notes through any means, including the distribution of an offering circular or similar disclosure materials to creditors in connection with such acuerdo preventivo extrajudicial, (C) file for court endorsement of an acuerdo preventivo extrajudicial impairing the Notes, (D) apply for or consent to the appointment (in a similar court proceeding) of a receiver, Trustee, liquidator or the like for itself or its property or (E) make a general assignment for the benefit of its creditors; or

(h)any order, judgment or decree shall be entered by any court of competent jurisdiction to effect any bankruptcy, reorganization, dissolution, winding up, liquidation, the appointment of a trustee, a receiver, liquidator or the like of the Company or any of its Significant Subsidiaries or of all of the assets thereof or other like relief in respect of the Company or any of its Significant Subsidiaries under any applicable bankruptcy or insolvency

law, and such order, judgment or decree remains unstayed and in effect for a period of 60 consecutive days.

Section 6.02Acceleration. (a) If an Event of Default other than a default described under Section 6.01(g) or Section 6.01(h) above with respect to the Company occurs and is continuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then Outstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of and accrued interest on the Notes to be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in Section 6.01(e) has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to Section 6.01(e) shall be remedied or cured by the Company and/or the relevant Subsidiaries or waived by the holders of the relevant Debt within 30 days after the declaration of acceleration with respect thereto. Upon a declaration of acceleration, such principal and interest will become immediately due and payable. If an Event of Default described under Section 6.01(g) or Section 6.01(h) above with respect to the Company occurs, the principal of and accrued interest on the Notes then outstanding will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

(b)The Holders of a majority in principal amount of the Outstanding Notes may, by written notice to the Company and to the Trustee, rescind and annul a declaration of acceleration and its consequences if:

(i)all existing Events of Default, other than the non-payment of the principal of, premium, if any, and interest (including Additional Amounts) on the Notes that have become due solely by the declaration of acceleration, have been cured or waived,

(ii)the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and

(iii)all sums paid by the Trustee and the Agents and compensation, expenses and disbursements of the Trustee and the Agents (including, without limitation, the reasonable expenses and disbursements of their respective agents and counsel) have been paid.

Section 6.03Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture. The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding.

Section 6.04Waiver of Past Defaults. Except in connection with a default in the payment of principal of, premium, if any, and interest (including Additional Amounts) on the Notes or as otherwise provided in Section 6.02, Section 6.07 and Section 10.03, the Holders of a majority in principal amount of the Outstanding Notes may, by written notice to the Trustee, waive an existing Default and its consequences. Upon such waiver, the Default will cease to

exist, and any Event of Default arising therefrom will be deemed to have been cured, but no such waiver will extend to any subsequent or other Default or impair any right consequent thereon.

Section 6.05Control by Majority. The Holders of a majority in principal amount of the Outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, that may involve the Trustee in personal liability, that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders of Notes not joining in the giving of such direction (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not any such directions are unduly prejudicial to such Noteholders), or in case the Trustee does not receive security and/or indemnity satisfactory to it against costs, liability or expense to be incurred in compliance with such direction, and may take any other action it deems proper that is not inconsistent with any such direction received from Holders of Notes.

Section 6.06Limitation on Suits. A Holder may not institute any proceeding, judicial or otherwise, with respect to this Indenture or the Notes, or for the appointment of a receiver or Trustee, or for any other remedy under this Indenture or the Notes, unless:

(a)the Holder has previously given to the Trustee written notice of a continuing Event of Default;

(b)Holders of at least 25% in aggregate principal amount of Outstanding Notes have made written request to the Trustee to institute proceedings in respect of an Event of Default;

(c)Holders have offered and provided to the Trustee indemnity and/or security satisfactory to the Trustee against any costs, liabilities or expenses to be incurred in compliance with such request;

(d)the Trustee for 60 days after its receipt of such notice, request and offer of indemnity and/or security has failed to institute any such proceeding; and

(e)during such 60-day period, the Holders of a majority in aggregate principal amount of the Outstanding Notes have not given the Trustee a direction that, in the opinion of the Trustee, is inconsistent with such written request; provided, that a Holder of a Note may institute suit for enforcement of payment of the principal of and premium, if any, or interest on such Note (and Additional Amounts, if any) on or after the respective due dates expressed in such Note.

Section 6.07Rights of Holders to Receive Payment. Notwithstanding anything to the contrary, the right of a Holder of a Note to receive payment of principal of or interest on its Note on or after the Stated Maturities thereof, or to bring suit for the enforcement of any such payment on or after such respective dates (including any acción ejecutiva individual pursuant to Article 29 of the Negotiable Obligations Law), may not be impaired or affected without the consent of that Holder. To that effect, any beneficial owner of Global Notes shall have the right to obtain evidence of its beneficial ownership interest in a Global Note in accordance with Section 129 of the Argentine Capital Markets Law (including for initiating summary proceedings (acción ejecutiva) in the manner provided by the Negotiable Obligations Law), and for such purposes,

such beneficial owner will be treated as the owner of that portion of the Global Note which represents its beneficial ownership interest therein.

Section 6.08Collection Suit by Trustee. If an Event of Default specified in Section 6.01(a) or 6.01(b) occurs and is continuing, the Trustee may recover judgment in its own name and as Trustee of an express trust for the whole amount of principal and accrued interest remaining unpaid (together with interest on any unpaid interest to the extent lawful) and the amounts provided for in Section 7.06.

Section 6.09Trustee May File Proofs of Claim. The Trustee may file proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee hereunder) and the Holders allowed in any judicial proceedings relating to the Company or their respective creditors or property, and is entitled and empowered to collect, receive and distribute any money, securities or other property payable or deliverable upon conversion or exchange of the Notes or upon any such claims. Any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, if the Trustee consents to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counsel, and any other amounts due the Trustee hereunder. Nothing in this Indenture will be deemed to empower the Trustee to authorize or consent to, or accept or adopt on behalf of any Holder, any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10Priorities. If the Trustee collects any money pursuant to this Article 6, it shall pay out the money in the following order:

First: to the Trustee, the Registrar, the Transfer Agent, the Paying Agent, and the Authenticating Agent for all amounts due to the Trustee and such Agents hereunder;

Second: to the Argentine Registrar and Transfer Agent, the Argentine Paying Agent and the Representative of the Trustee in Argentina for all amounts due to such Agents hereunder;

Third: to Holders for amounts then due and unpaid for principal of and interest on the Notes, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal and interest; and

Fourth: to the Company or as a court of competent jurisdiction may direct.

The Trustee, upon written notice to the Company, may fix a record date and payment date for any payment to Holders pursuant to this Section.

Section 6.11Restoration of Rights and Remedies. If the Trustee or any Holder has instituted a proceeding to enforce any right or remedy under this Indenture and the proceeding

has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to the Holder, then, subject to any determination in the proceeding, the Company, the Trustee and the Holders will be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Company, the Trustee and the Holders will continue as though no such proceeding had been instituted.

Section 6.12Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court may require any party litigant in such suit (other than the Trustee) to file an undertaking to pay the costs of the suit, and the court may assess reasonable and documented costs, including reasonable and documented attorneys’ fees, against any party litigant (other than the Trustee) in the suit having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section does not apply to a suit instituted by the Trustee, suit by a Holder to enforce payment of principal of or interest on any Note on the respective due dates, or a suit by Holders of more than 10% in principal amount of the Outstanding Notes.

Section 6.13Rights and Remedies Cumulative. No right or remedy conferred or reserved to the Trustee or to the Holders under this Indenture is intended to be exclusive of any other right or remedy, and all such rights and remedies are, to the extent permitted by law, cumulative and in addition to every other right and remedy hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or exercise of any right or remedy hereunder, or otherwise, will not prevent the concurrent assertion or exercise of any other right or remedy.

Section 6.14Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder to exercise any right or remedy accruing upon any Event of Default will impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

ARTICLE 7

THE TRUSTEE

Section 7.01General. (a) The duties and responsibilities of the Trustee are as set forth herein. Whether or not expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee is subject to this Article.

(b)	Except during the continuance of an Event of Default,

(1)the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(2)in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

(c)In case an Event of Default has occurred and is continuing, the Trustee shall exercise those rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(d)No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that

(1)this Subsection shall not be construed to limit the effect of Subsection (b) of this Section;

(2)the Trustee shall not be liable for any error of judgement made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;

(3)the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the Outstanding Notes relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Notes; and

(4)no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

Section 7.02Certain Rights of Trustee. (a) The Trustee may rely, and will be protected in acting or refraining from acting, upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document, but, in the case of any document which is specifically required to be furnished to the Trustee pursuant to any provision hereof, the Trustee shall examine the document to determine whether it conforms to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). The Trustee,

in its discretion, may make further inquiry or investigation into such facts or matters as it sees fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine, during business hours and upon reasonable notice, the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(b)Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel conforming to Section 11.04 and the Trustee will not be liable for any action it takes or omits to take in good faith in reliance on the certificate or opinion.

(c)The Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders, unless such Holders have offered and provided to the Trustee security and/or indemnity satisfactory to it against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.

(d)The Trustee will not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within its rights or powers or for any action it takes or omits to take in accordance with the direction of the Holders in accordance with Section 6.05 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture.

(e)The Trustee may consult with counsel or other professional advisors of its selection, and the written advice of such counsel or advisors or any Opinion of Counsel will be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(f)The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes unless written notice of such Default or Event of Default shall have been given to a Responsible Officer of the Trustee at its Corporate Trust Office by the Company or any other obligor on the Notes or by any Holder of the Notes, such notice specifically identifying this Indenture, the Company and the Notes.

(g)The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each Agent, custodian and other Person employed to act hereunder. The obligations of the Agents hereunder are several and not joint.

(h)In no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(i)The permissive rights of the Trustee to take the actions permitted by this Indenture will not be construed as an obligation or duty to do so.

(j)The Trustee shall have no duty to inquire as to the performance of the Company with respect to the covenants contained in Article 4 hereof. The Trustee may assume without inquiry in the absence of written notice to the contrary that the Company is duly complying with its obligations contained in this Indenture required to be performed and observed by it, and that no Default or Event of Default or other event which would require repayment of the Notes has occurred.

(k)The Trustee shall not have any obligation or duty to monitor, determine or inquire as to compliance, and shall not be responsible or liable for compliance with restrictions on transfer, exchange, redemption, purchase or repurchase, as applicable, of minimum denominations imposed under this Indenture or under applicable law or regulation with respect to any transfer, exchange, redemption, purchase or repurchase, as applicable, of any interest in any Notes, but may at its sole discretion choose to do so.

(l)The Agents shall act solely as agents of the Company and not as agents of the Holders and will not thereby assume any obligations towards or relationship of agency or trust for or with any Noteholder.

(m)The Trustee may employ agents or attorneys to transact or concur in transacting any business and to do or concur in doing any acts required to be done by the Trustee and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care.

(n)The Trustee will not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers, except conduct which constitutes willful misconduct or gross negligence.

(o)The Trustee shall not be required to give any note, bond or surety in respect of the execution of the trusts and powers under this Indenture.

(p)To the extent that the consent or authorization of the CNV, or any Argentine regulatory authority is required for the Company’s, any Subsidiary’s, the Trustee’s or any Agent’s performance under the Notes or this Indenture, none of the Trustee or any Agent shall have any duty or obligation to determine whether such approval, consent or authorization is required or any duty or obligation to obtain such consent. The Company shall notify the Trustee and the Agents, as applicable, in writing if the approval, consent or authorization of the CNV, or such other regulatory authority, as applicable, is required for the Company’s, any Subsidiary’s, the Trustee’s or any Agent’s performance under the Notes or this Indenture and whether or not such consent has been obtained by the Company or the Subsidiary, as applicable.

(q)The Trustee will not be liable for interest on (or the investment of) any money received by it except as it may agree with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law and except for money held in trust under Article 8 or Article 9.

Section 7.03Individual Rights of Trustee. The Trustee, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not the Trustee. However, in the

event that the Trustee acquires any conflicting interest (within the meaning of the Trust Indenture Act of 1939, as amended) it must eliminate such conflict within 90 days after the date it has acquired such conflicting interest or resign. Any Agent may do the same with like rights.

Section 7.04Trustee’s Disclaimer. The Trustee and the Agents (a) make no representation as to the validity, sufficiency or adequacy of this Indenture or the Notes or any offering materials, except that the Trustee represents that it is duly authorized to execute this Indenture and authenticate the Notes, (b) are not accountable for the Company’s use or application of the proceeds from the Notes and (c) are not responsible for any statement in the Notes other than, with respect to the Trustee, its certificate of authentication, and except that the Trustee represents that it has reviewed an English translation of the resolutions of the Company’s authorized representatives (subdelegados) referenced in the recitals of this Indenture authorizing the issuance of the Notes.

Section 7.05Notice of Default. If any Default occurs and is continuing and a Responsible Officer of the Trustee has received written notice of such Default, the Trustee will send notice of the Default to each Holder within 90 days after the Trustee is deemed to have notice thereof, unless the Default has been cured; provided that, except in the case of a default in the payment of the principal of or interest on any Note, the Trustee may withhold the notice if and so long as the board of directors, the executive committee or a trust committee of directors of the Trustee in good faith determines that withholding the notice is in the interest of the Holders.

Section 7.06Compensation And Indemnity. (a) The Company will pay the Trustee compensation of U.S.$15,000 or such other amount as shall be agreed upon in writing. The compensation of the Trustee is not limited by any law on compensation of a Trustee of an express trust. The Company will reimburse the Trustee upon request for all reasonable and documented out-of-pocket expenses, disbursements and advances incurred or made by the Trustee, including the reasonable compensation and expenses of the Trustee’s agents and counsel.

(b)The Company will indemnify each of the Trustee and Agents and each of their respective officers, directors, employees, representatives and agents for, and hold each of them harmless for, from and against, any claim, loss, damage, or liability or expense (including reasonable and documented attorney’s fees and expenses) incurred by such party without gross negligence or willful misconduct on its part (as determined by a court of competent jurisdiction in a final non-appealable decision) arising out of or in connection with the acceptance or administration of this Indenture and its duties under this Indenture and the Notes, including reasonable documented costs and expenses of defending itself against any claim or liability and of complying with any process served upon them in connection with the exercise or performance of any of its powers or duties under this Indenture and the Notes.

(c)To secure the Company’s payment obligations in this Section, the Trustee shall have a senior claim with regards to such payments to that of the Notes on all money or property held or collected by the Trustee or an Agent, except money or property held in trust to pay principal of, and interest on particular Notes.

(d)The provisions of this Section shall survive satisfaction and discharge of this Indenture, the resignation or removal of the Trustee and the termination of this Indenture.

(e)Without prejudice to any other rights available to the Trustee and the Agents under applicable law, when the Trustee and the Agents incur expenses (including the fees and expenses of counsel) after the occurrence of a Default with respect to the Company, the expenses are intended to constitute expenses of administration under any Bankruptcy Law.

(f)For the avoidance of doubt, the rights, privileges, protections, immunities and benefits given to the Trustee in this Section 7.06, including its right to be indemnified, are extended to, and shall be enforceable by the Trustee in each of its capacities hereunder, by each agent (including the Agents), any custodian and any other Person employed to act as agent hereunder.

Section 7.07Replacement of Trustee. (a) (i) The Trustee may resign at any time by written notice to the Company.

(ii)The Holders of a majority in principal amount of the Outstanding Notes may remove the Trustee by giving 30 days’ prior written notice to the Trustee.

(iii)If the Trustee is no longer eligible under Section 7.09, any Holder who has been a bona fide Holder of a Note or Notes for at least 6 months may, on behalf of himself and others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(iv)The Company may remove the Trustee by Company Order if: (A) the Trustee is no longer eligible under Section 7.09; (B) the Trustee is adjudged bankrupt or insolvent or an order or relief is entered with respect to the Trustee; (C) a receiver or other public officer takes charge of the Trustee or its property; or (D) the Trustee becomes incapable of acting.

Furthermore, so long as no Event of Default has occurred and is continuing, the Company may, in its discretion, remove the Trustee at any time by giving 30 days’ prior written notice to the Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon (such successor Trustee’s acceptance of appointment as provided in this Section.

(b)If the Trustee has been removed by the Holders, Holders of a majority in principal amount of the Outstanding Notes may appoint a successor Trustee with the consent of the Company. Otherwise, if the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee for any reason, the Company will promptly appoint a successor Trustee. If the successor Trustee does not deliver its written acceptance within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee (at the expense of the Company), the Company or the Holders of a majority in principal amount of the Outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

(c)Upon delivery by the successor Trustee of a written acceptance of its appointment to the retiring Trustee and to the Company, (i) the retiring Trustee will transfer all property held

by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.06, (ii) the resignation or removal of the retiring Trustee will become effective, and (iii) the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. Upon request of any successor Trustee, the Company will execute any and all instruments for fully and vesting in and confirming to the successor Trustee all such rights, powers and trusts. The Company will give notice of any resignation and any removal of the Trustee and each appointment of a successor Trustee to all Holders, and include in the notice the name of the successor Trustee and the address of its Corporate Trust Office.

(d)Notwithstanding replacement of the Trustee pursuant to this Section 7.07, the Company’s obligations under Section 7.06 will continue for the benefit of the retiring Trustee.

Section 7.08Successor Trustee by Merger. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business or assets (including the administration of the trust created by this Indenture) to, another corporation or national banking association, the resulting, surviving or transferee corporation or national banking association without any further act will be the successor Trustee with the same effect as if the successor Trustee had been named as the Trustee in this Indenture.

Section 7.09Eligibility. This Indenture must always have a Trustee that is a corporation or national banking association organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate Trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least U.S.$50,000,000 as set forth in its most recent published annual report of condition.

Section 7.10Representative of the Trustee in Argentina. (a) As long as it is required by Argentine law or by the CNV Rules, the Trustee will have a representative in Argentina for the sole purpose of receiving notices from the CNV and/or the Holders. Banco Santander Argentina S.A. will initially act as the Representative of the Trustee in Argentina for such purposes. Banco Santander Argentina S.A. hereby accepts such appointment in relation to the Notes and shall perform all matters expressed to be performed by it in, and otherwise comply with, the provisions of this Section 7.10.

(b)The duties of the Representative of the Trustee in Argentina shall be determined solely by the express provisions of this Indenture or as it may agree from time to time with the Company, and the Representative of the Trustee in Argentina need perform only those duties that are specifically set forth in this Indenture and those agreed in writing with the Company. No implied covenants or obligations shall be read into this Indenture against the Representative of the Trustee in Argentina. It is further acknowledged that the Representative of the Trustee in Argentina is not and shall not be considered as if it were the Trustee’s attorney-in-fact. The duties of the Representative of the Trustee in Argentina as of the date hereof are solely to: (i) receive from the Holders, the Company, and any governmental or regulatory authority or entity in Argentina, all letters, claims, requests, notice or any other document required by Argentine law or by the CNV Rules to be sent to, and received by, the Trustee, (ii) deliver to the Trustee, within three Business Days after its receipt, all such letters, claims, requests, notices or

documents, and (iii) following the express instructions of the Company, respond to or answer such letters, claims, requests, notices or documents.

ARTICLE 8

SATISFACTION AND DISCHARGE

Section 8.01Satisfaction and Discharge of Indenture. This Indenture shall be discharged and cease to be of further effect with respect to any Notes issued on or after the date of this Indenture (except as to any surviving rights of conversion, registration of transfer or exchange of the Notes and the rights, powers, trusts, immunities and indemnities of the Trustee and the obligations of the Company in connection therewith, as expressly provided for in this Indenture or in the Notes), and the Trustee, on the Company’s written request and at the Company’s expense, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture when:

(a)	either:

(i)all Notes theretofore authenticated and delivered (other than (x) Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.08, and (y) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.10) have been cancelled or delivered to the Trustee for cancellation; or

(ii)all Notes not theretofore cancelled or delivered to the Trustee for cancellation (x) have become due and payable, (y) will become due and payable at their Stated Maturity within one year, or (z) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of irrevocable notice of redemption by the Trustee in the Company’s name and at the Company’s expense, and the Company has, in the case of (x), (y) or (z) above, irrevocably deposited or caused to be deposited with the Trustee money and/or U.S. Government Obligations sufficient (without reinvestment) (in the written opinion of a certified public accounting firm delivered to the Trustee; provided, however that such written opinion will not be required if the Company has irrevocably deposited or caused to be deposited with the Trustee cash in U.S. dollars in an amount sufficient without reinvestment) to pay and discharge the entire indebtedness on such Notes not theretofore cancelled or delivered to the Trustee for cancellation, for principal (and premium, if any) and interest on such Notes to the date of such deposit (in the case of Notes which have become due and payable), or to the Stated Maturity or redemption date, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment;

(b)the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to this Indenture and the Notes; and

(c)the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture with respect to any Notes, the obligations of the Company to the Trustee under Section 7.06 shall survive and the obligations of the Trustee under Sections 8.02 and 4.10 shall survive.

Section 8.02Application of Trust Money. All money and obligations deposited with the Trustee pursuant to Section 8.01 or Article 9 and all money received by the Trustee in respect of such obligations shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money and obligations have been deposited with or received by the Trustee.

ARTICLE 9

DEFEASANCE AND DISCHARGE

Section 9.01Discharge of Company’s Obligations. The Company may, at its option, at any time elect to have either Section 9.02 or Section 9.03 applied to all Outstanding Notes upon compliance with the conditions set forth in Section 9.04.

Section 9.02Legal Defeasance. Upon the Company’s election of the “legal defeasance” option applicable to this Section 9.02, and subject to the satisfaction of the conditions set forth in Section 9.04, the Company will be discharged from any and all obligations in respect of the Notes on the 91st day after the deposit specified in clause (a) of Section 9.04 except for:

(i)the rights of Holders to receive payments in respect of the principal of, premium, if any, and interest on, the Notes when such payments are due from the trust referred to below;

(ii)the Company’s obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payments; and

(iii)the rights, powers, trusts, indemnities and immunities of the Trustee and the Company’s obligations in connection therewith.

Subject to compliance with this Section, the Company may exercise its option under this Section notwithstanding the prior exercise of its option under Section 9.03. If the Company exercises the “legal defeasance” option, any payment on the Notes may not be accelerated due to an Event of Default with respect thereto.

Section 9.03Covenant Defeasance. Upon the Company’s election of the “covenant defeasance” option applicable to this Section 9.03, and subject to the satisfaction of the conditions set forth in Section 9.04 hereof, the Company will be discharged from any and all obligations with respect to (and need not comply with) the covenants set forth in Section 4.03 and Section 4.06, and Section 5.01(a)(iii)(B) and the failure to comply with such covenants shall not constitute Events of Default pursuant to clauses (d), (e), and (f) of Section 6.01.

Section 9.04Application of Trust Money. In order to exercise the options set forth in Section 9.02 or Section 9.03 above:

(a)the Company must irrevocably deposit with the Trustee, outside of Argentina in trust, (1) money, (2) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide money in an amount, or (3) a combination thereof, in each case, sufficient in the written opinion of a certified public accounting firm delivered to the Trustee to pay and discharge the principal of, interest and Additional Amounts, if any, on the Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be;

(b)no Event of Default (including by reason of such deposit) with respect to the Notes shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date;

(c)the Company delivers to the Trustee an Opinion of Counsel to the effect (x) that the beneficial owners of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit, “legal defeasance” or “covenant defeasance”, which in the case of Section 9.02 must be based on a change in law or a ruling by the U.S. Internal Revenue Service, and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and legal defeasance or covenant defeasance, as applicable, had not occurred; and (y) that the defeasance trust is not, or is not required to be registered as, an investment company under the Investment Company Act of 1940, as amended;

(d)the Company delivers to the Trustee an Opinion of Counsel and an Officers’ Certificate, each certifying that all conditions precedent provided for in this Indenture relating to the “legal defeasance” or “covenant defeasance”, as applicable, have been satisfied.

If the Company has deposited or caused to be deposited money or U.S. Government Obligations to pay or discharge the principal of (and premium, if any) and interest, if any, on the Outstanding Notes to and including a redemption date on which all of the Outstanding Notes are to be redeemed, such redemption date shall be irrevocably designated by a resolution of the Board of Directors of the Company delivered to the Trustee on or prior to the date of deposit of such money or U.S. Government Obligations and such resolutions shall be accompanied by an irrevocable request from the Company that the Trustee give notice of such redemption in the name of and at expense of the Company not less than 30 nor more than 60 days prior to such redemption date in accordance with this Indenture. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to this Article 9 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of Outstanding Notes.

Section 9.05Repayment to Company. Subject to Section 7.06, Article 8 and this Article 9, the Trustee will promptly pay to the Company upon written request any excess money held by the Trustee at any time and thereupon be relieved from all liability with respect to such money. The Trustee will pay to the Company upon request any money held for payment with

respect to the Notes that remains unclaimed for two years, provided that before making such payment the Trustee may at the expense of the Company publish once in a newspaper of general circulation in New York City, or send to each Holder entitled to such money, notice that the money remains unclaimed and that after a date specified in the notice (at least 30 days after the date of the publication or notice) any remaining unclaimed balance of money will be repaid to the Company. After payment to the Company, Holders entitled to such money must look solely to the Company for payment, unless applicable law designates another Person, and all obligations of the Trustee with respect to such money will cease.

Section 9.06Reinstatement. If and for so long as the Trustee is unable to apply any money or U.S. Government Obligations held in trust pursuant to Section 9.02 or Section 9.03 by reason of any legal proceeding or by reason of any order or judgment of any court or Governmental Authority enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under this Indenture and the Notes will be reinstated as though no such deposit in trust had been made. If the Company makes any payment of principal of or interest on any Notes because of the reinstatement of its obligations, it will be subrogated to the rights of the Holders of such Notes to receive such payment from the money or U.S. Government Obligations held in trust.

ARTICLE 10

AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 10.01Amendments Without Consent of Holders. (a) From time to time, the Company and the Trustee, upon the Trustee’s receipt of an Officers’ Certificate and an Opinion of Counsel confirming compliance with the requirements of this Indenture and the Notes, may amend or supplement this Indenture or the Notes without notice to or the consent of any Noteholder:

(i)to cure any ambiguity, defect or inconsistency in this Indenture or the Notes in a manner that is not materially adverse to the rights of the Holders of Notes;

(ii)to comply with Article 5, including to provide for the assumption by a successor of the obligations of the Company under this Indenture and the Notes;

(iii)to evidence and provide for the acceptance of an appointment by a successor Trustee hereunder;

(iv)to provide for any Guarantee of the Notes, to secure the Notes or to confirm and evidence the release, termination or discharge of any Guarantee of or Lien securing the Notes when such release, termination or discharge is permitted by this Indenture;

(v)to provide for or confirm the issuance of Additional Notes;

(vi)to comply with any requirement of the CNV, ByMA, MAE or the Luxembourg Stock Exchange;

(vii)to make any other change that does not materially or adversely affect the rights of any Holder;

(viii)to conform any provision of this Indenture or the Notes to the “Description of the Notes” under the Offering Memorandum;

(ix)to add further covenants, restrictions, conditions or provisions as are for the benefit of the Noteholders; or

(x)to surrender any right or power conferred upon the Company.

Section 10.02Amendments With Consent of Holders. Except as otherwise provided in Sections 6.02, 6.04 and 6.07 or Section 10.03, modifications to, amendments of, and supplements to, this Indenture or the Notes may be made with the affirmative vote or consent, as applicable, of the Holders of at least a majority in aggregate principal amount of the Notes at the time outstanding present or represented at a meeting of such Holders at which a quorum is present, and such majority Holders may waive future compliance by the Company or a Subsidiary with any provision of this Indenture or the Notes. The Trustee shall not be obligated to enter into any amendment that adversely affects its own rights, duties or immunities under this Indenture.

Section 10.03**Amendments With Unanimous Consent of Holders.

(a)Notwithstanding the provisions of Section 10.02, the consent of each Holder of a Note affected thereby shall be required to adopt a valid decision on:

(i)reducing the principal amount of or change the Stated Maturity of any installment of principal of any Note;

(ii)reducing the rate of or change the Stated Maturity of any interest payment on any Note;

(iii)amending, changing or modifying in any material respect the obligation of the Company to make and consummate a Change of Control Offer in respect of a Change of Control Triggering Event that has occurred;

(iv)making any Note payable in money other than that stated in the Note or change the place at which any Note is payable;

(v)impairing the right to institute suit for the enforcement of any principal payment or interest payment due on such Holder’s Notes, on or after the Stated Maturity thereof;

(vi)reducing the principal amount of the Notes required for amendments or waivers, or modify any provisions of this Indenture relating to meetings of Holders of the Notes (except to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Note adversely affected thereby);

(vii)making any change in the provisions of this Indenture described under Section 4.05 that materially and adversely affects the rights of any Holder or amend the terms of the Notes in a way that would result in a loss of exemption from any applicable Taxes; or

(viii)modifying or changing the governing law of the Notes or the applicable jurisdiction for actions in connection with this Indenture.

(b)At the time of making a proposal to amend the essential terms of the Notes, the Company will specify which method will be used to obtain Holders’ consent and which classes and/or series of notes under the Program will be affected by the proposed amendments. The Company shall have sole discretion to select the method to be used to solicit acceptance of the proposed amendments and to designate the classes and/or series of notes under the Program to be included in the aggregate method of voting for an amendment of essential terms as described above, provided that, subsequent to such initial designation, the Company may modify the selection of the method of amendment chosen and make any further designation or designations of classes and/or series of notes under the Program to be included for computing the applicable majority. The Company will disclose such changes by the same means as it disclosed the initial designation at least three (3) Business Days prior to the date on which such changes become effective.

(c)Any modifications, amendments or waivers to the terms and conditions of the Notes will be conclusive and binding on all Holders, whether or not they have given such consent or were present at any meeting, and whether or not notation of such modifications, amendments or waivers is made upon the notes if duly passed at a meeting convened and held in accordance with the provisions described in Section 10.04 or otherwise approved by the written consent of the requisite Holders obtained in accordance with this Indenture. It is not necessary for Noteholders to approve the particular form of any proposed amendment, supplement or waiver, but is sufficient if their consent approves the substance thereof.

Section 10.04Meetings of Holders. (a) The Board of Directors or the Supervisory Committee of the Company shall, upon the written request of the Trustee or of Holders of at least 5.0% in aggregate principal amount of the Notes at the time Outstanding, or at its discretion, may call a meeting of the Holders to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Notes, to be given or taken by the Holders of the Notes, including the modification of any of the terms and conditions. Any such action may be taken by the written consent of Holders if permitted under Argentine law then in effect.

(b)Meetings of Holders of the Notes shall be held in accordance with the Negotiable Obligations Law. Meetings may be ordinary or extraordinary. Any proposed amendment to the terms and conditions of the Notes shall be dealt with at an extraordinary meeting. Meetings of Holders shall be held in the City of Buenos Aires, Argentina. In any case, meetings shall be held at such time and at such place as the Company, the Holders of the Notes or the Trustee shall determine. Any resolution passed at a meeting approved with the requisite vote shall be binding on all Holders, as the case may be (whether present or not at such meeting).

(c)If a meeting is being held pursuant to a written request of the Holders of the Notes, the agenda for the meeting shall be as determined in the request and such meeting shall be convened within 40 days from the date such request is received by the Trustee or the Company, as the case may be.

(d)Notice of any meeting of Holders of Notes (which shall include the date, place and time of the meeting, the agenda for such meeting and the requirements for attendance) shall be given by the Company in accordance with Section 11.02 not less than 10 nor more than 30 days prior to the date fixed for the meeting and will be published by the Company at the Company’s expense for five (5) Business Days in Argentina in the Official Gazette of Argentina (Boletín Oficial), in a newspaper of general circulation in Argentina, in the Bulletin of the BCBA, in accordance with the delegation of powers of the ByMA (as long as the Notes are listed on the ByMA), in the Bulletin of the MAE (as long as the Notes are traded on the MAE) and, in the event that the Notes are listed on the Luxembourg Stock Exchange, on the website of the Luxembourg Stock Exchange (https://www.luxse.com) (as long as the Notes are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require) or such other informative systems of the markets in which the Notes are listed as is applicable. Meetings of Holders may be simultaneously convened for two dates, in case the initial meeting were to be adjourned for lack of quorum. However, notice of a new meeting resulting from adjournment of the initial meeting for lack of quorum will be given by the Company not less than eight days prior to the date fixed for such new meeting and will be published for three Business Days in the Official Gazette of Argentina, a newspaper of general circulation in Argentina, the Bulletin of the BCBA (as long as the Notes are listed on the ByMA), the Bulletin of the MAE (as long as the Notes are listed on the MAE) and, in the event that the Notes are listed on the Luxembourg Stock Exchange, on the website of the Luxembourg Stock Exchange (https://www.luxse.com) (as long as the Notes are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require) or such other informative system of the markets in which the Notes are listed, as is applicable.

(e)To be entitled to attend and vote at a meeting of Noteholders, a Person shall be (i) a Holder of Notes as of the relevant record date or (ii) a Person appointed by an instrument in writing as proxy by such a Holder of Notes.

(f)The quorum at any ordinary meeting called to adopt a resolution will be Persons holding or representing a majority in aggregate principal amount of the Notes then Outstanding and at any reconvened adjourned ordinary meeting will be any Person(s) present at such reconvened adjourned meeting of Noteholders of the Notes. Holders who intend to attend a meeting of Holders must notify the Company of their intention to do so at least three Business Days prior to the date of such meeting.

(g)The quorum at any extraordinary meeting called to adopt a resolution will be Persons holding or representing at least 60% in aggregate principal amount of the Outstanding Notes and at any reconvened adjourned extraordinary meeting will be Persons holding or representing at least 30% in aggregate principal amount of the Outstanding Notes. At a meeting or a reconvened adjourned meeting duly convened and at which a quorum is present, any resolution to modify or amend, or to waive compliance with, any provision of the Notes will be validly passed and decided if approved in accordance with Section 10.02 and/or Section 10.03.

Subject to Section 11.01 below, any instrument given by or on behalf of any Holder of a Note in connection with any consent to any such modification, amendment or waiver will be irrevocable once given and will be conclusive and binding on all subsequent Holders of such Note.

(h)The Company will designate the record date for determining the Holders of Notes entitled to vote at any meeting and the Company will provide notice to Holders of Notes in the manner set forth in this Indenture. The Holder of a Note may, at any meeting of Holders of Notes at which such Holder is entitled to vote, cast one vote for each U.S. Dollar in principal amount of the Notes held by such Holder.

(i)For the purposes of clarification, Holders of Notes may take such actions outside of Argentina in any other manner permitted by New York law (such as via written consent); however, no such action will be valid under Argentine law until it has been ratified by a meeting of Holders (or their representatives) held in the City of Buenos Aires in accordance with the Negotiable Obligations Law as described above. As a result, the ability of Holders to take actions under this Indenture and/or the Notes, including actions after the occurrence of a Default, will be affected by these requirements.

(j)For the avoidance of doubt, the Trustee may take all actions required by it under this Section 10.04 outside of Argentina and shall not be required to attend or participate in any meeting of the Holders held in Argentina, in accordance with the Negotiable Obligations Law.

Section 10.05Effect of Consent. (a) After an amendment, supplement or waiver becomes effective, it will bind every Holder unless it is of the type requiring the consent of each Holder affected.

(b)If an amendment, supplement or waiver changes the terms of a Note, the Trustee may require the Holder to deliver it to the Trustee so that the Trustee may place an appropriate notation of the changed terms on the Note and return it to the Holder or exchange it for a new Note that reflects the changed terms. The Trustee may also place an appropriate notation on any Note thereafter authenticated. However, the effectiveness of the amendment, supplement or waiver is not affected by any failure to annotate or exchange Notes in this fashion.

Section 10.06Trustee’s Rights and Obligations. The Trustee is entitled to receive, and will be fully protected in relying upon, in addition to the documents required by Section 11.03, an Officers’ Certificate and an Opinion of Counsel stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article is authorized or permitted by this Indenture and binding and enforceable against the Company in accordance with its terms. If the Trustee has received such Officers’ Certificate and such Opinion of Counsel, it shall sign the amendment, supplement or waiver so long as the same does not adversely affect the rights, duties or immunities of the Trustee. The Trustee may, but is not obligated to, execute any amendment, supplement or waiver that affects the Trustee’s own rights, duties or immunities under this Indenture.

Section 10.07Notice of Amendments. Promptly after the execution by the Company and the Trustee of any supplement, amendment or waiver to this Indenture, the Company will give notice thereof to the Holders of the Notes (or cause the Trustee to give notice thereof to the

Holders of the Notes), and the Company will give notice to the CNV, the ByMA and the MAE, setting forth in general terms the substance of such supplement, amendment or waiver. If the Company fails to give such notice to the Holders of the Notes within fifteen (15) days after the execution of such supplement, amendment or waiver, the Trustee will give notice to the Holders at the Company’s expense. Any failure by the Company or the Trustee to give such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such supplement, amendment or waiver. In the event that the Notes are listed on the Official List of the Luxembourg Stock Exchange for trading on the Euro MTF Market or listed on any other securities exchange, the Company shall cause such meetings of Holders and notices thereof to also comply with the applicable rules of the Luxembourg Stock Exchange or such other securities exchange, as applicable.

ARTICLE 11

MISCELLANEOUS

Section 11.01Noteholder Actions. (a) (i) Any request, demand, authorization, direction, notice, consent to amendment, supplement or waiver or other action provided by this Indenture to be given or taken by a Holder (as used in this Section, an “act”) may be evidenced by an instrument signed by the Holder delivered to the Trustee. The fact and date of the execution of the instrument, or the authority of the person executing it, may be proved in any manner that the Trustee deems sufficient.

(ii)Subject to compliance with Section 10.04, the Trustee may make reasonable rules for action by or at a meeting of Holders, which will be binding on all the Holders.

(b)Any act by the Holder of any Note binds that Holder and every subsequent Holder of a Note that evidences the same debt as the Note of the acting Holder, even if no notation thereof appears on the Note. Subject to clause (c), a Holder may revoke an act as to its Notes, but only if the Trustee receives the notice of revocation before the date the amendment or waiver or other consequence of the act becomes effective.

(c)Subject to compliance with Section 10.04, the Company may, but is not obligated to, fix a record date for the purpose of determining the Holders entitled to act with respect to any amendment or waiver or in any other regard, except that during the continuance of an Event of Default, only the Trustee may set a record date as to notices of Default, any declaration or acceleration or any other remedies or other consequences of the Event of Default. If a record date is fixed, those Persons that were Holders at such record date and only those Persons will be entitled to act, or to revoke any previous act, whether or not those Persons continue to be Holders after the record date. No act will be valid or effective for more than 90 days after the record date.

Section 11.02Notices. (a) Any notice or communication to the Company will be deemed given if in writing (i) when delivered in person or (ii) when mailed by first class mail, (iii) when sent by facsimile transmission, with transmission confirmed or (iv) when published or, if published on different dates, on the date of the first such publication. Any notice to the Trustee shall be in writing and in English and will be effective only upon actual receipt. Any

obligation of the Trustee or any Agent to provide notice to the Holders shall have been satisfied upon delivery of such notice to the Depositary. In each case the notice or communication should be addressed as follows:

if to the Company:

Telecom Argentina S.A. Alicia Moreau de Justo 50 Ciudad Autónoma de Buenos Aires Argentina

Tel: +54(11) 4968 3303

Attention: Juan Martín Vico

if to the Trustee, Registrar and Transfer Agent, and Paying Agent:

UMB Bank, N.A.

100 William Street, Suite 1850 New York, New York 10038 Attn: Ray Haniff

Email: ray.haniff@umb.com

if to the Argentine Registrar and Transfer Agent, Argentine Paying Agent and Representative of the Trustee in Argentina:

Banco Santander Argentina S.A.

Av. Juan de Garay 151 (CP 1063ABB), Ciudad Autónoma de Buenos Aires, Argentina.

Attn: Eloisa Rodríguez, Martiniano Acuñas, Alexia Portalewski.

Email: erodrigueznazar@santander.com.ar, maacunas@santander.com.ar, aportalewski@santander.com.ar

The Company or the Trustee by written notice to the other may designate additional or different addresses for subsequent notices or communications.

(b)Notices to Holders of Certificated Notes will be mailed to them by first-class mail, postage prepaid at their registered addresses as set forth in the Register maintained by the Registrar. Notices to Holders of Global Notes will be given to DTC in accordance with its applicable procedures. Except as otherwise expressly provided with respect to published notices, any notice or communication to a Holder will be deemed given on the date of delivery, mailing or of publication as aforesaid or, if published on different dates, on the date of the first such publication. Copies of any notice or communication to a Holder, if given by the Company, will be mailed to the Trustee at the same time. Defect in mailing a notice or communication to any particular Holder will not affect its sufficiency with respect to other Holders.

(c)For so long as any Notes are listed on the ByMA and traded on the MAE, the Company will publish all notices to Holders in the Bulletin of the BCBA in the City of Buenos Aires, Argentina, as provided by the ByMA rules from time to time, in the on- line bulletin of the MAE, and in a widely circulated newspaper in Argentina.

(d)In the event that the Notes are listed on the Luxembourg Stock Exchange, for so long as any Notes are listed on the Luxembourg Stock Exchange and the rules of such exchange

so require, the Company will publish all notices to Holders in English in a leading newspaper having a general circulation in Luxembourg (which as of the date hereof is expected to be the Luxembourger Wort); or if such Luxembourg publication is not practicable, the Company may publish notices to Holders via the website of the Luxembourg Stock Exchange at https://www.luxse.com, provided that such method of publication satisfies the rules of such exchange.

(e)The Company shall also cause all such other publications of such notices as may be required from time to time in any manner by the provisions of the Negotiable Obligations Law, the Argentine Capital Markets Law, the CNV Rules and by any applicable Argentine law (including without limitation publishing notices at the official site of the CNV (www.argentina.gob.ar/cnv)).

(f)Where this Indenture provides for notice, the notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and the waiver will be the equivalent of the notice. Waivers of notice by Holders must be filed with the Trustee, but such filing is not a condition precedent to the validity of any action taken in reliance upon such waivers.

(g)The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Indenture and delivered using Electronic Means; provided, however, that the Company shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Company whenever a person is to be added or deleted from the listing. If the Company elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The Company understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Company shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Company and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Company. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Company agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Company; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances;

and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures.

Section 11.03Certificate and Opinion as to Conditions Precedent. (a) Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company will furnish to the Trustee:

(1)an Officers’ Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and

(2)an Opinion of Counsel stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with.

(b)In any case where several matters are required to be certified by, or covered by an Opinion of Counsel of, any specified Person, it is not necessary that all such matters be certified by, or covered by the Opinion of Counsel of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an Opinion of Counsel with respect to some matters and one or more such Persons as to other matters, and any such Person may certify or give an Opinion of Counsel as to such matters in one or several documents.

(c)Any Officers’ Certificate of the Company may be based, insofar as it relates to legal matters, upon an Opinion of Counsel or representation of counsel, unless such Officer knows that such Opinion of Counsel or representation with respect to the matters upon which his certificate is based are erroneous. Any Opinion of Counsel may be based, and may state that it is so based, insofar as it relates to factual matters, upon a certificate of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or representations with respect to such matters are erroneous. Any certificate of an Officer or Opinion of Counsel may be based, and may state that it is so based, insofar as it relates to accounting matters, upon a certificate, opinion of or representations by an accountant or firm of accountants in the employ of the Company, unless the Officer or such counsel, as the case may be, knows, or in the exercise of reasonable care should know, that the certificate, opinion or representations with respect to the accounting matters upon which such certificate of an Officer or Opinion of Counsel is based are erroneous. Any certificate or opinion of any independent firm of public accountants filed with the Trustee shall contain a statement that such firm is independent.

(d)Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Section 11.04Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must include:

(a)a statement that each person signing the certificate or opinion has read the covenant or condition and the related definitions;

(b)a brief statement as to the nature and scope of the examination or investigation upon which the statement or opinion contained in the certificate or opinion is based;

(c)a statement that, in the opinion of each such person, that person has made such examination or investigation as is necessary to enable the person to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d)a statement as to whether or not, in the opinion of each such person, such condition or covenant has been complied with, provided that an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials with respect to matters of fact.

Section 11.05Payment Date Other Than A Business Day. If any payment with respect to a payment of any principal of, premium, if any, or interest on any Note (including any payment to be made on any date fixed for redemption or purchase of any Note and including Additional Amounts) is due on a day which is not a Business Day, then the payment need not be made on such date, but may be made on the next Business Day with the same force and effect as if made on such date, and no interest will accrue for the intervening period.

Section 11.06**Governing Law, Etc. (a) Each of this Indenture and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York; provided that the Negotiable Obligations Law governs the requirements for the Notes to qualify as obligaciones negociables thereunder while such law, together with Argentine Corporations Law No. 19,550 as amended, the Argentine Capital Markets Law, the CNV Rules and other applicable Argentine laws and regulations, govern the capacity and corporate authorization of the Company to execute and deliver the Notes, the authorization of the CNV for the public offering of the Notes in Argentina and certain matters in relation to meetings of Holders.

(b)Each of the parties hereto:

(i)agrees that any suit, action or proceeding against it arising out of or relating to this Indenture or the Notes, as the case may be, may be instituted in any U.S. federal or New York state court sitting in the Borough of Manhattan, New York City, New York (the “Specified Courts”),

(ii)irrevocably submits to the non-exclusive jurisdiction of the Specified Courts in any suit, action or proceeding,

(iii)waives, to the fullest extent permitted by applicable law, any objection which it may have to the laying of venue of any such suit, action or proceeding, any claim that any suit, action or proceeding in such a court has been brought in an inconvenient forum and any right to the jurisdiction of any other courts to which it may be entitled on account of place of residence or domicile,

(iv)agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding and may be enforced in the courts of the

jurisdiction of which it is subject by a suit upon judgment; provided that service of process is effected upon the Company in the manner provided by this Indenture, and

(v)irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Indenture or the Notes.

(c)As long as any of the Notes remain Outstanding, the Company will at all times have an authorized agent in New York City (the “Authorized Agent”), upon whom process may be served in any legal action or proceeding arising out of or relating to this Indenture or any Note. Service of process upon such agent and written notice of such service mailed or delivered to the Company shall to the fullest extent permitted by applicable law be deemed in every respect effective service of process upon the Company in any such legal action or proceeding. The Company hereby appoints CT Corporation System as its Authorized Agent for such purpose and covenants and agrees that service of process in any suit, action or proceeding may be made upon it at the office of such agent at 28 Liberty Street, New York, NY 10005. Notwithstanding the foregoing, the Company may, with prior written notice to the Trustee, terminate the appointment of CT Corporation System and appoint another Authorized Agent for the above purposes so that the Company shall at all times have an agent for the above purposes in New York City.

(d)To the extent that the Company or any of its properties, assets or revenues may have or hereafter become entitled to, in any jurisdiction in which any Specified Court is vested, or have attributed to the Company, any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief in any such legal action, suit or proceeding, from setoff or from counterclaim, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution of judgment, or from execution of judgment, in any Specified Court in which proceedings may at any time be commenced, with respect to the obligations and liabilities of the Company, or any other matter under or arising out of or in connection with, the Notes or this Indenture, the Company irrevocably and unconditionally waives or shall waive such right, and agrees not to plead or claim any such immunity and consent to such relief and enforcement; provided that if the Argentine courts determine that any of the Company’s properties located in Argentina is necessary for the provision of an essential public services, such property might not be subject to attachment, whether preliminary or in aid of execution.

Section 11.07Currency Indemnity. (a) U.S. Dollars is the sole currency of account and payment for all sums payable by the Company and under or in connection with the Notes or this Indenture. The Company’s obligations under the Notes and this Indenture to the Trustee and the Holders of the Notes to make payment in U.S. Dollars shall not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in or converted into any other currency (in this Section, the “Judgment Currency”) or in another place except to the extent that on the Business Day following receipt of any sum adjudged to be so due in the Judgment Currency the payee may in accordance with normal banking procedures purchase U.S. Dollars in the amount originally due with the Judgment Currency. If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum due under the Notes and this Indenture in U.S. Dollars into a Judgment Currency, the rate of exchange shall be that at which, in accordance with normal banking procedures, such payee could purchase such U.S. Dollars in New York, New York with

the Judgment Currency on the Business Day immediately preceding the day on which such judgment is rendered. The Company’s obligation in respect of any such sum due under the Notes and this Indenture shall, notwithstanding the rate of exchange actually applied in rendering such judgment, be discharged only to the extent that on the Business Day following receipt by the relevant payee of any sum adjudged to be due under the Notes and this Indenture in the Judgment Currency the relevant payee may, in accordance with normal banking procedures, purchase and transfer U.S. Dollars to New York City with the amount of the Judgment Currency so adjudged to be due (giving effect to any set-off or counterclaim taken into account in rendering such judgment). Accordingly, the Company, as a separate obligation and notwithstanding any such judgment, agrees to indemnify each of the Holders of the Notes and the Trustee against, and to pay on demand, in U.S. Dollars, the amount by which the sum originally due to the Holders of the Notes or the Trustee in U.S. Dollars under the Notes and this Indenture exceeds the amount of the U.S. Dollars so purchased and transferred.

(b)The Company agrees that, notwithstanding any restriction or prohibition on access to the MLC in Argentina, any and all payments to be made under the Notes and this Indenture shall be made in U.S. Dollars. Nothing in the Notes and this Indenture shall impair any of the rights of the Holders of the Notes or the Trustee or justify the Company in refusing to make payments under the Notes and this Indenture in U.S. Dollars for any reason whatsoever, including, without limitation, any of the following: (i) the purchase of U.S. Dollars in Argentina by any means becoming more onerous or burdensome for the Company than as of the date of this Indenture and (ii) the exchange rate in force in Argentina increasing significantly from that in effect as of the date of this Indenture. The Company waives the right to invoke any defense of payment impossibility (including any defense under Section 1091 of the Argentine Civil and Commercial Code), impossibility of paying in U.S. Dollars (assuming liability for any force majeure or act of God), or similar defenses or principles (including, without limitation, equity or sharing of efforts principles).

(c)In the event that, on any payment date in respect of the Notes, any restriction (including de facto restrictions) or prohibition to access the MLC in Argentina exists, the Company shall seek to pay all amounts payable under the Notes in U.S. Dollars either (i) by purchasing at market price securities of any series of U.S. Dollar-denominated Argentine sovereign bonds or any other securities or private or public bonds issued in Argentina, and transferring and selling such instruments outside Argentina for U.S. Dollars, to the extent permitted by applicable law, or (ii) by any other reasonable means permitted by Argentine law, in each case, on such payment date. All costs and taxes payable in connection with such procedures referred to in clauses (i) and (ii) of this paragraph (c) shall be borne by the Company.

Section 11.08No Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret another indenture or loan or debt agreement of the Company or any Subsidiary of the Company, and no such indenture or loan or debt agreement may be used to interpret this Indenture.

Section 11.09Successors. All agreements of the Company in this Indenture and the Notes will bind its successors. All agreements of the Trustee in this Indenture will bind its successors.

Section 11.10Counterparts. The parties may sign any number of copies of this Indenture. One signed copy is enough to prove this Indenture. This Indenture may be executed in any number of counterparts, each of which so executed shall be an original, and all of which together shall constitute one and the same agreement. The words “execution,” “signed,” “signature,” and words of like import in this Indenture shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf,” “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code; provided that, notwithstanding anything herein to the contrary, the Trustee is not under any obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Trustee pursuant to procedures approved by the Trustee.

Section 11.11Separability. In case any provision in this Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.

Section 11.12Table of Contents and Headings. The Table of Contents and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and in no way modify or restrict any of the terms and provisions of this Indenture.

Section 11.13No Personal Liability of Directors, Officers, Employees, Incorporators, Members or Stockholders. Except as specifically provided under Argentine law, no director, officer, employee, incorporator, member or stockholder of the Company, as such, will have any liability for any obligations of the Company under the Notes or this Indenture or for any claim based on, in respect of, or by reason of, such obligations. Each Holder of Notes by accepting a Note waives and releases all such liability. This waiver may not be effective to waive liabilities under the Article 34 of the Negotiable Obligations Law, Article 54 of the General Corporations Law, Sections 119 and 120 of the Argentine Capital Markets Law and other applicable Argentine regulations, or under federal securities laws and it is the view of the U.S. Securities and Exchange Commission that such a waiver is against public policy.

Section 11.14Patriot Act. In order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including, without limitation, those relating to the funding of terrorist activities and money laundering, including Section 326 of the USA PATRIOT Act of the United States (as used in this Section 11.14, “Applicable Law”), the Trustee and the applicable Agents are required to obtain, verify, record and update certain information relating to individuals and entities which maintain a business relationship with the Trustee and/or the Agents, as applicable. Accordingly, each of the parties agree to provide to each of the Trustee and the applicable Agents upon its request from time to

time such identifying information and documentation as may be available for such party in order to enable the Trustee and the Agents to comply with Applicable Law.

Section 11.15Force Majeure. In no event shall the Trustee or any Agent be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, pandemics, epidemics, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Section 11.16Waiver of Trial by Jury. EACH OF THE COMPANY, THE HOLDERS, THE TRUSTEE AND THE REPRESENTATIVE OF THE TRUSTEE IN ARGENTINA HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE NOTES.

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the date first written above.

	TELECOM ARGENTINA S.A., as Issuer


	By:	/s/ Roberto Nobile
		Name: Roberto Nobile
		Title: Chief Executive Officer

[Signature Page to the Indenture]

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the date first written above.

	UMB Bank, N.A., as Trustee, Paying Agent, Registrar and Transfer Agent


	By:	/s/ Ray Haniff
		Name: Ray Haniff
		Title: Vice President

[Signature Page to the Indenture]

	BANCO SANTANDER ARGENTINA S.A., as Argentine Paying Agent, Argentine Registrar and Transfer Agent and Representative of the Trustee in Argentina


	By:	/s/ Gaston Lopez
		Name: Gaston Lopez
		Title: Head Global Transaction Banking Argentina


	By:	/s/ Agustin Mariani
		Name: Agustin Mariani
		Title: CFO Santander Argentina

[Signature Page Telecom Argentina Indenture]

EXHIBIT A

[FORM OF FACE OF CERTIFICATED NOTE]

TELECOM ARGENTINA S.A.

[INSERT APPLICABLE SECURITIES ACT LEGEND]

No. [ ]	CUSIP No. [ ]
	ISIN No. [ ]
	Common Code No. [ ]

TELECOM ARGENTINA S.A.

A sociedad anónima having its principal offices at General Hornos 690, Ciudad Autónoma de Buenos Aires, Argentina, incorporated under the laws of Argentina on April 23,1990 and July 3, 1990, having its main purpose and activity to provide information and communication technology services, and registered with the Public Registry of Commerce under the Nº 4570, Book 108, Volume A of “Sociedades Anónimas”, having its domicile in the City of Buenos Aires and a term of existence of 99 years.

TELECOM ARGENTINA S.A., a sociedad anónima organized under the laws of Argentina (the “Company”), for value received, hereby promises to pay to or registered assigns, upon surrender hereof the principal sum of UNITED STATES DOLLARS (U.S.$ ) on the principal payment dates and in the principal amounts set forth on the table below. The final maturity of the Notes is July 18, 2031.

Principal Amount Outstanding	Date
33%	July 18, 2029
33%	July 18, 2030
34%	July 18, 2031

Reference is made to the Indenture dated as of July 18, 2024 (as may be amended, supplemented or otherwise modified from time to time, the “Indenture”) among the Company, UMB Bank, N.A., as trustee (the “Trustee”), paying agent (the “Paying Agent”), registrar (“Registrar”) and transfer agent (the “Transfer Agent”) and Banco Santander Argentina S.A., as Argentine Paying Agent, Argentine Registrar and Transfer Agent, and Representative of the Trustee in Argentina.

Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

Series: Series 21 under the Company’s U.S.$3,000,000,000 global note program

Interest Rate: 9.500% per annum

Interest Payment Dates: January 18 and July 18, commencing January 18, 2025.

Regular Record Dates: January 3 and July 3.

Reference is hereby made to the further provisions set forth on the reverse hereof. Such further provisions shall for all purposes have the same effect as though fully set forth at this place.

This Certificated Note is a negotiable obligation (obligación negociable) under, and has been issued pursuant to and in compliance with, all applicable requirements of the Argentine Negotiable Obligations Law No. 23,576, as amended by Law No. 23,962 (the “Negotiable Obligations Law”) and other applicable Argentine laws and regulations.

This Certificated Note has been issued pursuant to the resolutions of the meeting of shareholders of TELECOM ARGENTINA S.A. passed on December 28, 2017 and April 27, 2022 and resolutions of a designated sub-delegate of the Company dated July 8, 2024 and July 11, 2024, by virtue of the sub-delegation of powers authorized by the Board of Directors on June 18, 2024.

This Note shall not be valid or obligatory until the certificate of authentication hereon shall have been duly signed by the Trustee acting under the Indenture.

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.


	TELECOM ARGENTINA S.A.


	By:
		Name:
		Title: Director


	By:
		Name:
		Title: Member of the Supervisory Committee

CERTIFICATE OF AUTHENTICATION
This Note is authenticated by or on behalf of the Trustee,<br>without recourse, warranty and liability.

UMB BANK, N.A., as Trustee

By:
	Name:
	Title:

Date:

[FORM OF REVERSE OF CERTIFICATED NOTE]

TELECOM ARGENTINA S.A.

9.500% Senior Amortizing Notes Due 2031

1.	Principal and Interest.

The Company promises to pay the principal of this Note in accordance with the amortization schedule set forth on face of this Note.

Interest on this Note will accrue at the rate of 9.500% per year and will be payable semi-annually in arrears on January 18 and July 18 of each year, commencing on January 18, 2025. Payments will be made to the persons who are registered Holders at the close of business on the January 3 and July 3, as the case may be, immediately preceding the applicable interest payment date.

Interest on this Note will accrue from the most recent date on which interest has been paid on this Note or, if no interest has been paid, from and including the Issue Date. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.

2.	Indenture.

This is one of the Notes issued under the Indenture. Capitalized terms used herein are used as defined in the Indenture unless otherwise indicated. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of all such terms. To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Note and the terms of the Indenture, the terms of the Indenture will control.

The Notes are: (a) general, unsecured obligations of the Company; (b) rank equal in right of payment with all existing and future unsubordinated obligations of the Company (except those obligations preferred by operation of Argentine law, including without limitation labor and tax claims); (c) rank senior in right of payment to all existing and future subordinated indebtedness of the Company, if any (d) effectively subordinated to all existing and future secured obligations of the Company, to the extent of the value of the assets securing such obligations; and (e) not guaranteed by any Subsidiary and therefore are effectively subordinated to all existing and future obligations of the Subsidiaries. The Indenture limits the original aggregate principal amount of the Notes to U.S.$500,000,000, but Additional Notes may be issued pursuant to the Indenture, and the originally issued Notes and all such Additional Notes vote together for all purposes as a single class.

3.	Redemption and Repurchase.

The Notes are subject to redemption by the Company on the terms and conditions specified in the Indenture.

4.	Registered Form; Denominations; Transfer; Exchange.

The Notes are issuable in registered form only without coupons in minimum denominations of U.S.$1,000 principal amount and integral multiples of U.S.$1,000 in excess thereof.

The Person in whose name any Note is registered at the close of business on any Regular Record Date with respect to any Interest Payment Date shall be entitled to receive the interest, if any, payable on such Interest Payment Date notwithstanding any transfer or exchange of such Note subsequent to the Regular Record Date and prior to such Interest Payment Date.

A Holder may register the transfer or exchange of Notes in accordance with the Indenture. The Trustee may require a Holder to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. Pursuant to the Indenture, there are certain periods during which the Trustee will not be required to issue, register the transfer of or exchange any Note or certain portions of a Note.

5.	Defaults and Remedies.

If an Event of Default, as defined in the Indenture, occurs and is continuing, Holders shall be entitled to the rights and remedied provided in the Indenture.

6.	Amendment and Waiver.

Subject to certain exceptions, the Indenture and the Notes may be amended, or default may be waived, with the consent of the Holders of a majority in principal amount of the Outstanding Notes present or represented at a meeting in which a quorum is present. Without notice to or the consent of any Holder, the Company and the Trustee may amend or supplement the Indenture or the Notes to, among other things, to cure any ambiguity, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein, or to make any other provisions with respect to matters or questions arising under the Indenture which shall not be inconsistent with the provisions of the Indenture; provided such actions shall not adversely affect the interest of the Holders.

7.	Authentication.

This Note is not valid until the Trustee (or Authenticating Agent) signs the certificate of authentication on the other side of this Note.

8.Governing Law, Consent to Jurisdiction, Currency Conversion and Service of Process.

The Notes shall be governed by, and construed in accordance with, the laws of the State of New York; provided that the Negotiable Obligations Law governs the requirements for the Notes to qualify as obligaciones negociables thereunder while such law, together with Argentine Corporations Law No. 19,550, as amended, the Argentine Capital Markets Law, the CNV Rules and other applicable Argentine laws and regulations, govern the capacity and corporate authorization of the Company to execute and deliver the Notes, the authorization of the CNV for the public offering of the Notes in Argentina and certain matters in relation to meetings of Holders.

The Company submits to the non-exclusive jurisdiction of the New York State and U.S. federal courts located in the Borough of Manhattan, New York City (the “Specified Courts”) with respect to any action that may be brought in connection with the Notes and has appointed CT Corporation System as agent for service of process. The Company hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may have to the laying of venue of any such suit, action or proceeding, any claim that any suit, action or proceeding in such a court has been brought in an inconvenient forum and any right to the jurisdiction of any other courts to which it may be entitled on account of place of residence or domicile. Each of the Company, the Holders and the Trustee irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Note.

If for the purpose of obtaining judgment in any court it is necessary to convert a sum due hereunder to the Holder of a Note from U.S. dollars into another currency, the Company has agreed, and each Holder by holding such Note will be deemed to have agreed, to the fullest extent that the Company may effectively do so, that the rate of exchange used will be that at which in accordance with normal banking procedures such Holder could purchase U.S. dollars with such other currency in New York City, New York on the day that is two Business Days preceding the day on which final judgment is given.

This Note grants to its Holder the right to bring suit by means of a summary proceeding (acción ejecutiva) in the competent courts of Argentina pursuant to Article 29 of the Negotiable Obligations Law) to claim for the payment of any principal, interest or other amounts due and unpaid under the Notes in accordance with its terms, including any scheduled payments or payments that have become due upon acceleration upon the occurrence of an Event of Default described under Section 6.01(g) or Section 6.01(h) of the Indenture or upon the occurrence of any Event of Default and the delivery to the Company of a written notice of acceleration by the Trustee or by Holders of at least 25% in aggregate principal amount of the Notes then Outstanding, pursuant to Section 6.02 of the Indenture.

9.	Waiver of Immunity.

To the extent that the Company or any of its properties, assets or revenues may have or may hereafter become entitled to, in any jurisdiction in which any Specified Court is vested, or have attributed to the Company, any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief in any such legal action, suit or proceeding, from setoff or from counterclaim, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution of judgment, or from execution of judgment in any Specified Court in which proceedings may at any time be commenced, with respect to the obligations and liabilities of the Company, or any other matter under or arising out of or in connection with, the Notes, the Company irrevocably and unconditionally waives or will waive such right, and agrees not to plead or claim any such immunity and consents to such relief and enforcement; provided that if the Argentine courts determine that any of the Company’s properties located in Argentina is necessary for the provision of an essential public service, such property might not be subject to attachment, whether preliminarily or in aid of execution.

10.	Abbreviations.

Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act).

The Company will furnish a copy of the Indenture to any Holder upon written request and without charge.

OPTION OF HOLDER TO ELECT PURCHASE

If you wish to have all of this Note purchased by the Company pursuant to Section 3.06 of the Indenture, check the box: ☐

If you wish to have a portion of this Note purchased by the Company pursuant to Section 3.06 of the Indenture, state the amount (in original principal amount) below:


U.S.$
Date:
		Your Signature:
		(Sign exactly as your name appears on the other side of this Note)
Signature Guarantee^1^:

^1^

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Trustee, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Trustee in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

EXHIBIT B

TRANSFER NOTICE


FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No.


Please print or typewrite name and address including zip code of assignee


the within Note and all rights thereunder, hereby irrevocably constituting
and appointing
attorney to transfer said Note on the books of the Company with full power of substitution in the premises.

	In connection with any transfer of this Note:
[Check One]

☐	(a)	this Note is being transferred to the Company; or

☐	(b)	this Note is being transferred pursuant to and in accordance with Rule 144A under the U.S. Securities Act of 1933 (the “Securities Act”) and, accordingly, the undersigned does hereby further certify that this Note is being transferred to a Person that the undersigned reasonably believes is purchasing this Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States;

☐	(c)	this Note is being transferred pursuant to and in accordance with Regulation S and:

	(A)	the offer of this Note was not made to a Person in the United States;

	(B)	either:

		(i)	at the time the buy order was originated, the transferee was outside the United States or the undersigned and any person acting on its behalf reasonably believed that the transferee was outside the United States, or

		(ii)	the transaction was executed in, on or through the facilities of a designated offshore securities market and neither the undersigned nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States;

		(C)	no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and

		(D)	the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act;

or
	☐	(d)	this Note is being transferred in a transaction permitted by Rule 144;

	☐	(e)	the undersigned did not purchase this Note as part of the initial distribution thereof and the transfer is being effected pursuant to and in accordance with an applicable exemption (other than (a) through (d) above) from the registration requirements under the Securities Act and the undersigned has delivered to the Trustee such additional evidence that the Company or the Trustee may require as to compliance with such available exemption.

If none of the foregoing boxes are checked, the Trustee or other Registrar shall not be obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer or registration set forth herein and the Indenture shall have been satisfied.

Date:

NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever.

TO BE COMPLETED BY PURCHASER IF (b) ABOVE IS CHECKED.

The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.

Date:

NOTICE: To be executed by an executive officer

EXHIBIT C

[FORM OF RESTRICTED GLOBAL NOTE]

TELECOM ARGENTINA S.A.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ‘’SECURITIES ACT’‘), OR ANY STATE OR OTHER SECURITIES LAWS. NEITHER THIS GLOBAL NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS GLOBAL NOTE BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A ‘QUALIFIED INSTITUTIONAL BUYER’‘ (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS GLOBAL NOTE IN AN ‘OFFSHORE TRANSACTION’‘ PURSUANT TO RULE 903 OR 904 OF REGULATION S, (2) AGREES THAT IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THIS GLOBAL NOTE PRIOR TO THE RESALE RESTRICTION TERMINATION DATE (AS DEFINED IN THE NEXT PARAGRAPH), EXCEPT (A) (I) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION COMPLYING WITH RULE 144A, (II) IN AN OFFSHORE TRANSACTION COMPLYING WITH THE

REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS, AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS GLOBAL NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS ‘OFFSHORE TRANSACTION,’‘ ‘UNITED STATES’‘ AND ‘U.S. PERSON’’ HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

THE RESALE RESTRICTION TERMINATION DATE WILL BE THE DATE: (1) THAT IS AT LEAST ONE YEAR AFTER THE LAST ORIGINAL ISSUE DATE HEREOF; AND (2) ON WHICH TELECOM ARGENTINA S.A. INSTRUCTS THE TRUSTEE THAT THIS LEGEND (OTHER THAN THE FIRST PARAGRAPH HEREOF) SHALL BE DEEMED REMOVED FROM THIS NOTE, IN ACCORDANCE WITH THE PROCEDURES DESCRIBED IN THE INDENTURE RELATING TO THIS NOTE.

No. R-[ ]	CUSIP 879273AU4
	ISIN No. US879273AU43

TELECOM ARGENTINA S.A.

TELECOM ARGENTINA S.A., a sociedad anónima organized under the laws of Argentina (the “Company”), for value received, hereby promises to pay to Cede & Co. or registered assigns, the principal sum of U.S.$[ ] (UNITED STATES DOLLARS [ ]) or such amount as shall be the outstanding principal amount hereof as reflected on the Schedule of Increases and Decreases of Global Note attached hereto on the principal payment dates and in the principal amounts set forth on the table below. The final maturity of the Notes is July 18, 2031.

Principal Amount Outstanding	Date
33%	July 18, 2029
33%	July 18, 2030
34%	July 18, 2031

Series: Series 21 under the Company’s U.S.$3,000,000,000 global note program Interest Rate: 9.500% per annum.

Interest Payment Dates: January 18 and July 18, commencing January 18, 2025. Regular Record Dates: January 3 and July 3.

Reference is hereby made to the further provisions set forth on the reverse hereof.

Such further provisions shall for all purposes have the same effect as though fully set forth at this place.

This Restricted Global Note is a negotiable obligation (obligación negociable) under, and has been issued pursuant to and in compliance with, all applicable requirements of the Argentine Negotiable Obligations Law No. 23,576, as amended by Law No. 23,962 (the “Negotiable Obligations Law”) and other applicable Argentine laws and regulations.

This Restricted Global Note has been issued pursuant to the resolutions of the meeting of shareholders of TELECOM ARGENTINA S.A. passed on December 28, 2017 and April 27, 2022 and resolutions of a designated sub-delegate of the Company dated July 8, 2024 and July 11, 2024, by virtue of the sub-delegation of powers authorized by the Board of Directors on June 18, 2024.

This Note shall not be valid or obligatory until the certificate of authentication hereon shall have been duly signed by the Trustee acting under the Indenture.

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.

		TELECOM ARGENTINA S.A.


	By:
		Name:
		Title: Member of the Board of Directors


	By:
		Name:
		Title: Member of the Supervisory Committee

CERTIFICATE OF AUTHENTICATION
This Note is authenticated by or on behalf of the Trustee,<br>without recourse, warranty and liability.

UMB BANK, N.A., as Trustee

By:
	Name:
	Title:

Date:

[FORM OF REVERSE OF RESTRICTED GLOBAL NOTE]

TELECOM ARGENTINA S.A.

9.500% Senior Amortizing Due 2031

1.	Principal and Interest.

The Company promises to pay the principal of this Note in accordance with the amortization schedule set forth on face of this Note.

2.	Indenture.

3.	Redemption and Repurchase.

The Notes are subject to redemption by the Company on the terms and conditions specified in the Indenture.

4.	Registered Form; Denominations; Transfer; Exchange.

The Notes are issuable in registered form only without coupons in minimum denominations of U.S.$1,000 principal amount and integral multiples of U.S.$1,000 in excess thereof.

5.	Defaults and Remedies.

If an Event of Default, as defined in the Indenture, occurs and is continuing, Holders shall be entitled to the rights and remedies provided in the Indenture.

6.	Amendment and Waiver.

7.	Authentication.

This Note is not valid until the Trustee (or Authenticating Agent) signs the certificate of authentication on the other side of this Note.

8.Governing Law, Consent to Jurisdiction, Currency Conversion and Service of Process.

9.	Waiver of Immunity.

10.	Abbreviations.

The Company will furnish a copy of the Indenture to any Holder upon written request and without charge.

OPTION OF HOLDER TO ELECT PURCHASE

If you wish to have all of this Note purchased by the Company pursuant to Section 3.06 of the Indenture, check the box: ☐

If you wish to have a portion of this Note purchased by the Company pursuant to Section 3.06 of the Indenture, state the amount (in original principal amount) below:


U.S.$
Date:
		Your Signature:
		(Sign exactly as your name appears on the other side of this Note)
Signature Guarantee^2^:

^2^

SCHEDULE OF INCREASES AND DECREASES OF GLOBAL NOTE

The following increases and decreases in the aggregate principal amount of Notes represented by this Global Note have been made:

		Amount of		Amount of
		decrease in		increase in
		aggregate		aggregate
		principal		principal
		amount of		amount of		Outstanding
Date	****	Notes	****	Notes	****	Balance	****	Signature

EXHIBIT D

[FORM OF REGULATION S GLOBAL NOTE]

TELECOM ARGENTINA S.A.

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES FOR THE BENEFIT OF TELECOM ARGENTINA S.A. THAT NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

THE FOREGOING LEGEND MAY BE REMOVED FROM THIS NOTE AFTER 40 CONSECUTIVE DAYS BEGINNING ON AND INCLUDING THE LATER OF (A) THE DAY ON WHICH THE NOTES ARE OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) AND (B) THE ORIGINAL ISSUE DATE OF THIS NOTE.

100

No. S-[ ]	CUSIP No. P9028NBT7
	ISIN No. USP9028NBT74

TELECOM ARGENTINA S.A.

Principal Amount Outstanding	Date
33%	July 18, 2029
33%	July 18, 2030
34%	July 18, 2031

Series: Series 21 under the Company’s U.S.$3,000,000,000 global note program

Interest Rate: 9.500% per annum

Interest Payment Dates: January 18 and July 18, commencing January 18, 2025.

Regular Record Dates: January 3 and July 3.

101

Reference is hereby made to the further provisions set forth on the reverse hereof. Such further provisions shall for all purposes have the same effect as though fully set forth at this place.

This Global Note is a negotiable obligation (obligación negociable) under, and has been issued pursuant to and in compliance with, all applicable requirements of the Argentine Negotiable Obligations Law No. 23,576, as amended by Law No. 23,962 (the “Negotiable Obligations Law”) and other applicable Argentine laws and regulations.

This Global Note has been issued pursuant to the resolutions of the meeting of shareholders of TELECOM ARGENTINA S.A. passed on December 28, 2017 and April 27, 2022 and resolutions of a designated sub-delegate of the Company dated July 8, 2024 and July 11, 2024, by virtue of the sub-delegation of powers authorized by the Board of Directors on June 18, 2024.

This Note shall not be valid or obligatory until the certificate of authentication hereon shall have been duly signed by the Trustee acting under the Indenture.

102

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.

		TELECOM ARGENTINA S.A.


	By:
		Name:
		Title: Member of the Board of Directors


	By:
		Name:
		Title: Member of the Supervisory Committee

103


CERTIFICATE OF AUTHENTICATION
This Note is authenticated by or on behalf of the Trustee,<br>without recourse, warranty and liability.

UMB BANK, N.A., as Trustee

By:
	Name:
	Title:

Date:

104

[FORM OF REVERSE OF REGULATION S GLOBAL NOTE]

TELECOM ARGENTINA S.A.

9.500% Senior Amortizing Due 2031

1.	Principal and Interest.

The Company promises to pay the principal of this Note in accordance with the amortization schedule set forth on face of this Note.

Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 (fifteen) days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.

2.	Indenture.

105

3.	Redemption and Repurchase.

The Notes are subject to redemption by the Company on the terms and conditions specified in the Indenture.

4.	Registered Form; Denominations; Transfer; Exchange.

The Notes are issuable in registered form only without coupons in minimum denominations of U.S.$1,000 principal amount and integral multiples of U.S.$1,000 in excess thereof.

5.	Defaults and Remedies.

If an Event of Default, as defined in the Indenture, occurs and is continuing, Holders shall be entitled to the rights and remedies provided in the Indenture.

6.	Amendment and Waiver.

7.	Authentication.

This Note is not valid until the Trustee (or Authenticating Agent) signs the certificate of authentication on the other side of this Note.

106

8.Governing Law, Consent to Jurisdiction, Currency Conversion and Service of Process.

The Notes shall be governed by, and construed in accordance with, the laws of the State of New York; provided that the Negotiable Obligations Law governs the requirements for the Notes to qualify as obligaciones negociables thereunder while such law, together with Argentine Law No. 19,550, as amended, the Argentine Capital Markets Law, the CNV Rules and other applicable Argentine laws and regulations, govern the capacity and corporate authorization of the Company to execute and deliver the Notes, the authorization of the CNV for the public offering of the Notes in Argentina and certain matters in relation to meetings of Holders.

107

9.	Waiver of Immunity.

10.	Abbreviations.

The Company will furnish a copy of the Indenture to any Holder upon written request and without charge.

108

OPTION OF HOLDER TO ELECT PURCHASE

If you wish to have all of this Note purchased by the Company pursuant to Section 3.06 of the Indenture, check the box: ☐

If you wish to have a portion of this Note purchased by the Company pursuant to Section 3.06 of the Indenture, state the amount (in original principal amount) below:


U.S.$
Date:
		Your Signature:
		(Sign exactly as your name appears on the other side of this Note)
Signature Guarantee^3^:

^3^

109

SCHEDULE OF INCREASES AND DECREASES OF GLOBAL NOTE

The following changes in the aggregate principal amount of Notes represented by this Global Note have been made:

		Amount of		Amount of
		decrease in		increase in
		aggregate		aggregate
		principal		principal
		amount of		amount of		Outstanding
Date	****	Notes	****	Notes	****	Balance	****	Signature

110

EXHIBIT E

[FORM OF CERTIFICATE TO BE DELIVERED

IN CONNECTION WITH TRANSFERS

PURSUANT TO REGULATION S

DURING THE DISTRIBUTION COMPLIANCE PERIOD]

	[Date]

UMB Bank, N.A., as
Trustee

Re: TELECOM ARGENTINA S.A.

9.500% Senior Amortizing Notes due 2031

Dear Ladies and Gentlemen:

Reference is hereby made to the Indenture, dated as of July 18, 2024 (as may be amended, supplemented or otherwise modified from time to time, the “Indenture”) among TELECOM ARGENTINA S.A., a sociedad anónima under the laws of Argentina, (the “Company”), UMB Bank, N.A., as Trustee (the “Trustee”), paying agent**,** registrar and transfer agent and Banco Santander Argentina S.A., as Argentine Paying Agent, Argentine Registrar and Transfer Agent, and Representative of the Trustee in Argentina. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

This letter relates to U.S.$ principal amount of the Company’s 9.500% Senior Amortizing Notes due 2031 (the “Notes”) which are evidenced by one or more Restricted Global Notes (CUSIP No. 879273AU4) and held with the Depositary in the name of [insert name of transferor] (the “Transferor”). The Transferor has requested a transfer of such beneficial interest in the Notes to a Person who will take delivery thereof in the form of an equal principal amount of Notes evidenced by one or more Regulation S Global Notes (CUSIP No. P9028NBT7), which amount, immediately after such transfer, is to be held with the Depositary through Euroclear or Clearstream, Luxembourg, or both.

In connection with our proposed sale of U.S.$ aggregate principal amount of the Notes, the Transferor hereby confirms that such sale has been effected pursuant to and in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act of 1933, as amended, and, accordingly, the Transferor represents that:

1.	the offer of the Notes was not made to a person in the United States;
2.	either:
---	---
(A)	at the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on the Transferor’s
---	---

111

behalf reasonably believed that the transferee was outside the United States; or

(B)	the transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting on the Transferor’s behalf knows that the transaction was pre-arranged with a buyer in the United States;
3.	no directed selling efforts have been made by the Transferor in the United States in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable;
---	---
4.	the transaction is not part of a plan or scheme to evade the registration requirements of the U.S. Securities Act of 1933; and
---	---
5.	upon completion of the transaction, the beneficial interest being transferred as described above is to be held with the Depositary through Euroclear or Clearstream, Luxembourg, or both.
---	---

112

You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.

	Very truly yours,
	[Name of Transferor]


	By:
		Authorized Signature

113

EXHIBIT F

[FORM OF CERTIFICATE TO BE DELIVERED

IN CONNECTION WITH TRANSFERS

PURSUANT TO REGULATION S UPON AND FOLLOWING

EXPIRATION OF THE DISTRIBUTION COMPLIANCE PERIOD]

	[Date]

UMB Bank, N.A., as
Trustee

Re: TELECOM ARGENTINA S.A.

9.500% Senior Amortizing Notes due 2031

Dear Ladies and Gentlemen:

In connection with such request and in respect of such Notes, the Transferor hereby certifies that such sale has been effected pursuant to and in accordance with either Rule 903 or Rule 904 of Regulation S or Rule 144 under the United States Securities Act of 1933, as amended (the “Securities Act”), and accordingly the Transferor hereby further certifies that:

1.	if the transfer has been effected pursuant to Rule 903 or Rule 904:
(A)	the offer of the Notes was not made to a Person in the United States;
---	---
(B)	either:
---	---
(i)	at the time the buy order was originated, the transferee was outside the United States or the Transferor and any Person acting on the
---	---

114

Transferor’s behalf reasonably believed that the transferee was outside the United States, or

(ii)	the transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any Person acting on the Transferor’s behalf knows that the transaction was pre-arranged with a buyer in the United States;
(C)	no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and
---	---
(D)	the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; or
---	---
2.	if the transfer has been effected pursuant to Rule 144, the Notes have been transferred in a transaction permitted by Rule 144.
---	---

115

	Very truly yours,
	[Name of Transferor]


	By:
		Authorized Signature

116

EXHIBIT G

[FORM OF CERTIFICATE TO BE DELIVERED

IN CONNECTION WITH TRANSFERS TO QIBs]

	[Date]

UMB Bank, N.A., as
Trustee

Re: TELECOM ARGENTINA S.A.

9.500% Senior Amortizing Notes due 2031

Dear Ladies and Gentlemen:

This letter relates to U.S.$ principal amount of the Company’s 9.500% Senior Amortizing Notes due 2031 (the “Notes”) which are evidenced by one or more Regulation S Global Notes (CUSIP No. P9028NBT7) and held with the Depositary in the name of [insert name of transferor] (the “Transferor”). The Transferor has requested that a transfer of such beneficial interest in the Notes to a Person who will take delivery thereof (the “Transferee”) in the form of an equal principal amount of Notes evidenced by one or more Restricted Global Notes.

[CHECK ONE]

In connection with such request and in respect of such Notes, the Transferee has certified that (i) it is a “qualified institutional buyer” (“QIB”) as defined in and pursuant to Rule 144A (“Rule 144A”) under the U.S. Securities Act of 1933, as amended, purchasing the Notes for its own account (or for the account of one or more QIBs over which account it exercises sole investment discretion) and (ii) the transfer was made in a transaction meeting the requirements of Rule 144A.

The Transferor did not purchase such Notes as part of the initial distribution thereof and the transfer is being effected pursuant to and in accordance with an applicable exemption from the registration requirements of the Securities Act and the Transferor has delivered to the Trustee such additional evidence that the Company or the Trustee may require as to compliance with such available exemption.

---

117

You are entitled to rely on this letter and you are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.


	Very truly yours,
	[Name of Transferor]


	By:
		Authorized Signature

118

Exhibit 2.4

City of Buenos Aires, February 23, 2025

BANCO BILBAO VIZCAYA ARGENTARIA S.A.

Plaza de San Nicolás, 4

48005 Bilbao, Spain

DEUTSCHE BANK AG, LONDON BRANCH

21 Moorfields

London EC2Y 9DB

United Kingdom

BANCO SANTANDER, S.A.

Av. Cantabria, s/n, 28660

Boadilla del Monte, Madrid

Spain

The Lenders,

Ref.: Offer No. CA 01/2025

Ladies and Gentlemen,

TELECOM ARGENTINA S.A., a sociedad an ó nima duly organized and existing under the laws of the Republic of Argentina (the “Borrower”), hereby irrevocably offers to BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH, in its capacity as administrative agent on behalf of all Lenders (the “Administrative Agent”), BANCO BILBAO VIZCAYA ARGENTARIA, S.A., DEUTSCHE BANK AG, LONDON BRANCH and BANCO

SANTANDER, S.A., in their capacity as lead arrangers and bookrunners (the “Lead Arrangers and Bookrunners”), and the Lenders (as hereinafter defined), to enter into a credit agreement in accordance with the terms and conditions set forth in Annex A attached hereto (including all annexes, exhibits and schedules thereto) (this “Offer”).

This Offer shall be open for acceptance in writing by the Administrative Agent, the Lead Arranger and Bookrunners and the Lenders until 11:59 pm Buenos Aires Time on February 23, 2025 (the “Expiration Date”); forthwith after the Expiration Date, this Offer shall automatically lose all force and effect.

Any term, condition, statement, representation or guarantee expressed in this Offer which may indicate an assertion, abstention, commitment and/or general right or obligation, whatever the grammatical form may be, shall only be enforceable and valid for any and all the parties herein if this Offer is accepted pursuant to the terms hereof. If this Offer is not accepted, such term, condition, statement, representation and/or guarantee shall not be valid or enforceable and shall not cause any legal commitment since such term, condition, statement, representation and/or guarantee shall be deemed as if they had not been written.

Upon acceptance of this Offer as provided in the preceding paragraphs, subject to the terms and conditions set forth in Annex A hereto, the Credit Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns, and shall constitute the entire agreement between the parties relating to the subject matter thereof and shall supersede any and all previous agreements and understandings, oral or written, relating to the subject matter thereof.

This Offer and the written notices of acceptance in the form of Annex B hereto may be executed in any number of counterparts, each of which so executed shall be an original, but all of them together represent the same agreement. The words “execution,” “signed,” “signature,” and words of like import herein shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf,” “tif” or “jpg”). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

This Offer shall be governed by and construed in accordance with the laws of the State of New York and may be amended only by a written document signed by the Borrower and accepted by the Administrative Agent. The Borrower hereby submits to the jurisdiction of the state courts located in New York, New York and the federal courts located in the Southern District of New York and consents to service of process in any action or proceeding brought by the Administrative Agent against the Borrower under this Offer and the other Loan Documents by means of written notice to the address indicated in the Notices Section of Annex A to this Offer. Nothing herein, however, shall prevent service of process by any other means recognized as valid by law, within or without the State of New York. EACH PARTY HEREBY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS OFFER, AND THE OTHER LOAN DOCUMENTS.

Very truly yours,

TELECOM ARGENTINA S.A.

/s/ Carlos Moltini

By
		Name: Carlos Moltini
		Title: Chairman of the Board of Directors

/s/ Mariano Ibañez

By
		Name: Mariano Ibañez
		Title: Vice Chairman of the Board of Directors

[Signature page to Offer No. CA 01/2025]

ANNEX A

TERMS AND CONDITIONS TO OFFER NO. CA01/2025

TABLE OF CONTENTS


	****	Page

ARTICLE I Definitions		1
Section 1.01. Defined Terms		1
Section 1.02. Terms Generally		22
Section 1.03. Accounting Terms; Financial Calculations		23
Section 1.04. Rates		23
Section 1.05. Cashless Settlement		23

ARTICLE II The Loans		23
Section 2.01. Commitments		23
Section 2.02. Loans and Borrowings		23
Section 2.03. Request for Borrowing.		23
Section 2.04. Funding of Borrowing.		24
Section 2.05. Termination of Commitments		24
Section 2.06. Repayment of Loans		24
Section 2.07. Prepayment of Loans		24
Section 2.08. Fees		25
Section 2.09. Interest		25
Section 2.10. Alternate Rate of Interest.		26
Section 2.11. Benchmark Replacement		26
Section 2.12. Increased Costs		27
Section 2.13. Break Funding Payments		28
Section 2.14. Withholding of Taxes; Gross-Up		28
Section 2.15. Payments Generally; Pro Rata Treatment; Sharing of Setoffs		29
Section 2.16. Evidence of Indebtedness		30
Section 2.17. Mitigation Obligations; Replacement of Lenders		31
Section 2.18. Defaulting Lenders		31

ARTICLE III Representations and Warranties		32
Section 3.01. Organization; Powers		32
Section 3.02. Authorization; Enforceability		32
Section 3.03. Governmental Approvals; No Conflicts		32
Section 3.04. Financial Condition; No Material Adverse Change		33
Section 3.05. Properties		33
Section 3.06. Litigation and Environmental Matters		33
Section 3.07. Compliance with Laws and Agreements; Labor Matters; No Default		34
Section 3.08. Investment Company Status		34
Section 3.09. Taxes		34
Section 3.10. Employee Benefit Plans		35


Section 3.11. Disclosure.		35
Section 3.12. Anti-Corruption Laws and Sanctions		35
Section 3.13. EEA Financial Institution.		35
Section 3.14. Margin Regulations		36
Section 3.15. Solvency		36
Section 3.16. Insurance.		36
Section 3.17. Ranking.		36
Section 3.18. No Immunity		36
Section 3.19. Choice of Law; Consent to Jurisdiction		36
Section 3.20. No Material Omissions		36
Section 3.21. Center of Main Interests. Regulation EU 2015/848.		37
Section 3.22. Indebtedness		37
Section 3.23. Legal Form.		37
Section 3.24. Subsidiaries		37
Section 3.25. Cure Period for Negative Covenants in Other Financial Debt		37

ARTICLE IV Conditions		37
Section 4.01. Closing		37

ARTICLE V Affirmative Covenants		39
Section 5.01. Reporting Requirements		39
Section 5.02. Certificates; Other Information		41
Section 5.03. Notices of Material Events		41
Section 5.04. Preservation of Existence; Etc		42
Section 5.05. Payment of Obligations		42
Section 5.06. Maintenance of Properties; Insurance.		42
Section 5.07. Books and Records; Inspection Rights; Auditors		43
Section 5.08. Compliance with Laws and Agreements; Labor Matters; Anti-Corruption Laws and Sanctions		433
Section 5.09. Authorizations		44
Section 5.10. Argentine Foreign Exchange Market		44
Section 5.11. Antitrust Approval		44
Section 5.12. Pension Plans		44
Section 5.13. Use of Proceeds		44
Section 5.14. Accuracy of Information		44
Section 5.15. Ranking; Priority		44
Section 5.16. Further Assurances		44
Section 5.17. Financial Ratios		44
Section 5.18. ENACOM Approval		45
Section 5.19. Most Favored Lender		45

ARTICLE VI Negative Covenants		45
Section 6.01. Financial Debt		45
Section 6.02. Liens		46
Section 6.03. Fundamental Changes		47
Section 6.04. Asset Sales		47
Section 6.05. Investments		48


Section 6.06. Hedging Contracts		49
Section 6.07. Restricted Payments		50
Section 6.08. Transactions with Affiliates		50
Section 6.09. Restrictive Agreements		50
Section 6.10. Margin Stock; Sanctions and Anti-Corruption Laws		50
Section 6.11. Amendments or Waivers to Acquisition Documents		51
Section 6.12. Profit Sharing Arrangements		51
Section 6.13. Management Contracts		51
Section 6.14. Capital Expenditures		51

ARTICLE VII Events of Default		51
Section 7.01. Events of Default		51
Section 7.02. Remedies Upon an Event of Default		53
Section 7.03. Application of Payments		53

ARTICLE VIII Agency		54
Section 8.01. Authorization and Action of the Administrative Agent		54
Section 8.02. Administrative Agent’s Reliance, Limitation of Liability, Etc		56
Section 8.03. The Administrative Agent Individually		56
Section 8.04. Successor Administrative Agent		57
Section 8.05. Acknowledgements of Lenders		58
Section 8.06. Certain ERISA Matters		58
Section 8.07. Erroneous Payments		59

ARTICLE IX Miscellaneous		62
Section 9.01. Notices		62
Section 9.02. Waivers; Amendments		63
Section 9.03. Expenses; Limitation of Liability; Indemnity, Currency Indemnity, Etc		65
Section 9.04. Successors and Assigns		67
Section 9.05. Survival		69
Section 9.06. Counterparts; Integration; Effectiveness; Electronic Execution		70
Section 9.07. Severability		70
Section 9.08. Right of Setoff.		71
Section 9.09. Governing Law; Jurisdiction; Consent to Service of Process		71
Section 9.10. WAIVER OF JURY TRIAL.		72
Section 9.11. Headings		72
Section 9.12. Confidentiality		72
Section 9.13. Material Non-Public Information.		73
Section 9.14. Interest Rate Limitation		74
Section 9.15. Payments Set Aside.		74
Section 9.16. No Fiduciary Duty, etc		75
Section 9.17. USA PATRIOT Act.		75
Section 9.18. Acknowledgement and Consent to Bail-In of Affected Financial Institutions		75
Section 9.19. Acknowledgement Regarding Any Supported QFCs		76
Section 9.20. General Data Protection Regulation		76
Section 9.21. Directive (EU) 2015/249		77

iii

SCHEDULES:


Schedule 2.01		Commitments
Schedule 3.05		Investments
Schedule 3.23		Indebtedness
Schedule 3.25		Subsidiaries
Schedule 3.26		Permitted Holders
Schedule 5.01		Information to be Included in Annual Review of Operations
Schedule 5.09		Authorizations
Schedule 6.02		Existing Liens
Schedule 6.03		Prohibited Activities
Schedule 6.08		Existing Affiliate Transactions

EXHIBITS:


Exhibit A		Form of Assignment and Assumption
Exhibit B		Form of Borrowing Request
Exhibit D		Form of Certificate of Incumbency and Authority

CREDIT AGREEMENT dated as of February 23, 2025 (this “Agreement”) among TELECOM ARGENTINA S.A., the LENDERS party hereto, BANCO BILBAO VIZCAYA ARGENTARIA S.A., NEW YORK BRANCH. as Administrative Agent, and BANCO BILBAO VIZCAYA ARGENTARIA S.A., DEUTSCHE BANK AG, LONDON BRANCH and BANCO SANTANDER, S.A. as lead arrangers and bookrunners (the “Arrangers”).

The Borrower (as defined below) has requested that the Lenders extend credit to the Borrower, and the Lenders are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows:

ARTICLE I

Definitions

Section 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“ABR”, means, for any day, a rate per annum equal to the highest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Rate in effect on such day plus 0.50% and (c) Term SOFR for a one-month tenor in effect on such day plus 1.00%. Any change in ABR due to a change in the Prime Rate, the Federal Funds Rate or Term SOFR shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Rate or Term SOFR, respectively.

“ABR Borrowing” means, as to any Borrowing, the ABR Loans comprising such Borrowing.

“ABR Loan” means a Loan that bears interest based on ABR.

“ABR Term SOFR Determination Day” has the meaning assigned to it in the definition of “Term SOFR”.

“Accounting Standards ” **** means the International Financial Reporting Standards promulgated by the International Accounting Standards Board (“IASB”) (which include standards and interpretations approved by the IASB and international accounting standards issued under previous constitutions), together with its pronouncements thereon from time to time, as adopted by the Argentine Comisión Nacional de Valores in its capacity as corporate supervisory authority over the Borrower and applied on a consistent basis.

“Acquired TMA Equity Interests” means Equity Interests in TMA representing 99.999625% of the outstanding Equity Interests in TMA.

“ Acquisition” means the purchase by the Borrower from the Seller of the Acquired TMA Equity Interests pursuant to the terms of the Acquisition Documents.

“ Acquisition Documents ” **** means that certain Share Interest Purchase Agreement to be dated on or about February 24, 2025, by and among the Borrower and the Seller and the other parties thereto, as amended, amended and restated, supplemented or otherwise modified from time to time, and all other documents delivered in connection with the consummation of the Acquisition.

“Administrative Agent” means Banco Bilbao Vizcaya Argentaria S.A. New York Branch, in its capacity as administrative agent for the Lenders hereunder.

“Administrative Questionnaire” means an administrative questionnaire in a form supplied by the Administrative Agent.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agent-Related Person” has the meaning assigned to it in Section 9.03(d).

“Ancillary Document” means any agreement (including, for the avoidance of doubt, any Assignment and Assumption, amendment, waiver, consent, supplement or separate letter agreement with respect to (x) fees payable to the Administrative Agent or (y) any document, information, notice, certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions contemplated hereby and/or thereby.

“Anti-Corruption Laws” means the U.S. Foreign Corrupt Practices Act of 1977, the UK Bribery Act of 2010 and all other anti-corruption laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its Subsidiaries.

“Anti-Money Laundering Laws” means the Patriot Act and all other anti-money laundering laws, rules, and regulations of any jurisdiction (including, without limitation, Argentine law N° 25,246, Argentine law No. 26,119 and Argentine law N° 27,401, each as amended and supplemented).

“Antitrust Approval” has the meaning assigned to it in Section 5.11.

“Applicable Law” means any applicable international, foreign, federal, state or local statute, treaty, law, regulation, ordinance, rule, judgment, directive, guideline, policy, code, administrative or judicial precedent or authority, order (including consent order), decree, approval (including by any Governmental Authority), permit, concession, grant, franchise, license, agreement, requirement or other official restriction or any similar form of decision of, or determination by (or any interpretation or administration of any of the foregoing by) any Governmental Authority, in each case whether or not having the force of law.

“Applicable Margin” means from (and including) the Borrowing Date to (but excluding) the date that is the three-month anniversary of the Borrowing Date, 4.50% per annum; (b) from (and including) the date that is the three-month anniversary of the Borrowing Date to (but excluding) the date that is the six- month anniversary of the Borrowing Date, 5.00% per annum; (c) from (and including) the date that is the six-month anniversary of the Borrowing Date to (but excluding) the date that is the nine-month anniversary of the Borrowing Date, 5.50% per annum; (d) from (and including) the date that is the nine-month anniversary of the Borrowing Date to (but excluding) the date that is the one-year anniversary of the Borrowing Date, 6.00% per annum; (e) from (and including) the date that is the one-year anniversary of the Borrowing Date to (but excluding) the date that is the two-year anniversary of the Borrowing date, 6.50% per annum; and (f) from (and including) the date that is the two-year anniversary of the Borrowing Date to (but excluding) the date that is the four-year anniversary of the Borrowing Date, 7.00% per annum.

“Applicable Percentage” means, with respect to any Lender, (i) on or prior to the Borrowing Date, the percentage of the total Commitments of all Lenders represented by such Lender’s Commitment at such time and (ii) thereafter, the percentage of the total Outstanding Amount of Loans of all Lenders represented by the Outstanding Amount of the Loan of such Lender at such time.

“Approved Electronic Platform” has the meaning assigned to it in Section 9.01(e).

“Approved Fund” means any Person (other than a natural person) that (a) is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course of its activities and (b) is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate of an entity that administers or manages a Lender.

“ARCA” means the Argentine federal tax authority (Agencia de Recaudaci ó n y Control Aduanero).

“Argentine Foreign Exchange Market” means the Argentine foreign exchange market (Mercado Libre de Cambios) established by Executive Branch Decree No. 260/02, as amended, supplemented or otherwise modified from time to time and regulated by the BCRA, or any other foreign exchange market that substitutes or replaces the Mercado Libre de Cambios.

“Argentine Government Obligations” means obligations issued or directly and fully guaranteed or insured by the Country or by any agency or instrumentality thereof; provided, that the full faith and credit of the Country is pledged in support thereof.

“Arrangers” has the meaning assigned to it in the preamble hereto.

“Arrangers ’ Fee Letter” means the fee letter dated February 14, 2025 among the Borrower, Banco Bilbao Vizcaya Argentaria, S.A. and Deutsche Bank AG, London Branch..

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form (including any agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent, the Borrower and the assignee are participants or any other “record” (as such term is defined in Section 9-102(a)(70) of the New York Uniform Commercial Code).

“Assignment Effective Date” has the meaning assigned to it in Section 9.04(b)(v).

“Auditors” means Price Waterhouse & Co. S.R.L. or such other firm that the Borrower appoints from time to time pursuant to Section 5.06(c).

“Authorization” means any consent, registration, filing, agreement, notarization, certificate, license (including any cellular mobile telecommunication license), approval, authorization, easement, right of way, permit, authority or exemption from, by or with any Authority, whether given by express action or deemed given by failure to act within any specified time period and all corporate, creditors’ and shareholders’ approvals or consents.

“Authorized Representative” means any natural person who is duly authorized by the Borrower, to act on its behalf for the purposes specified in, and whose name and a specimen of whose signature appear on, the Certificate of Incumbency and Authority most recently delivered by such Person to the Lenders.

“Availability Period” means the period from the date hereof until the date that is three (3) Business Days after the date hereof.

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then- removed from the definition of “Interest Period” pursuant to Section 2.11(d).

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time that is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect, or any successor statute.

“Bankruptcy Event” means, with respect to any Person, such Person becomes the subject of a voluntary or involuntary bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business publicly appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or

acquiescence in, any such proceeding or appointment or has had any order for relief in such proceeding entered in respect thereof; provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, unless such ownership interest results in or provides such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permits such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“BCRA” means the Central Bank of the Country (Banco Central de la Rep ú blica Argentina).

“Benchmark” means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.11.

“Benchmark Replacement” means, with respect to any Benchmark Transition Event, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date:

(a)

Daily Simple SOFR; or

(b)

the sum of: (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for Dollar- denominated syndicated credit facilities and (ii) the related Benchmark Replacement Adjustment.

---

If the Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then- current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar- denominated syndicated credit facilities at such time.

“Benchmark Replacement Date” means a date and time determined by the Administrative Agent, which date shall be no later than the earliest to occur of the following events with respect to the then-current Benchmark:

(a)

in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof); or

(b)

in the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) have been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative;

---

provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, if such Benchmark is a term rate, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) above with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(a)	a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof);
(b)	a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the NYFRB, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof); or
---	---
(c)	a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.
---	---

For the avoidance of doubt, if such Benchmark is a term rate, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” means the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.11 and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.11.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership or control as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code, and (c) any Person

whose assets include (for purposes of Section 3(42) of ERISA or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“BHC Act Affiliate” of a party means an “affiliate’ (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“Blocking Regulation” means (a) Council Regulation (EC) 2271/96 of the European Union (or any law or regulation implementing such regulation in any member state of the European Union) or (b) any similar blocking or anti-boycott law in the United Kingdom.

“Borrower” means Telecom Argentina S.A., a corporation (sociedad an ó nima) duly organized and existing under the laws of the Country.

“Borrower Materials” has the meaning assigned to it in Section 9.13.

“Borrowing” means a single borrowing consisting of simultaneous Loans made by each of the Lenders pursuant to Section 2.01.

“Borrowing Date” means, the date of the Borrowing (as specified in the relevant Borrowing Request), which shall be a Business Day.

“Borrowing Request” means an irrevocable request by the Borrower for the Borrowing in accordance with Section 2.03, which shall be substantially in the form of Exhibit B or any other form approved by the Administrative Agent.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in Buenos Aires (Argentina), Madrid (Kingdom of Spain) or New York, New York are authorized or required by Applicable Law to remain closed.

“Calculation Date ” **** means the last day of each Calculation Period.

“Calculation Period” means, for any calculation, a period of four consecutive Fiscal Quarters most recently ended prior to the event requiring the calculation for which financial statements should have been delivered to the Lenders pursuant to this Agreement.

“Cash Equivalents” means:

(a)	Dollars, Euro, Pesos, the other official currencies of any member of the European Union or money in other currencies received or acquired in the ordinary course of business;
(b)	U.S. Government Obligations or certificates representing an ownership interest in U.S. Government Obligations, or securities issued directly and fully guaranteed or insured by any member of the European Union, or any agency or instrumentality thereof (provided, that the full faith and credit of such member is pledged in support of those securities or other sovereign debt obligations (other than those of the Country) rated “A” or higher or such similar equivalent or higher rating by at least one nationally recognized statistical rating organization);
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(c)	National or provincial obligations, or Argentine Government Obligations (including those of the BCRA) or certificates representing an ownership interest in Argentine Government Obligations (including those of the BCRA) acquired in the ordinary course of business or which obligations can be applied in payment of taxes or other obligations under Argentine law;
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(d)	(i) demand deposits; (ii) time deposits and certificates of deposit with maturities of one year or less from the date of acquisition; (iii) bankers´ acceptance with maturities not exceeding one year from the date of acquisition; and (iv) overnight bank deposits, in each case with any bank or trust company organized or licensed under the laws of Argentina or any state thereof;
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(e)	(i) demand deposits; (ii) time deposits and certificates of deposit with maturities of one year or less from the date of acquisition; (iii) bankers´ acceptance with maturities not exceeding one year from the date of acquisition; and (iv) overnight bank deposits, in each case with any bank or trust company organized or licensed under the laws of the United States of America or any state thereof or under the laws of any member state of the European Union, in each case whose short-term debt is rated “A-2” or higher or such similar equivalent or higher rating by at least one nationally recognized statistical rating organization;
(f)	repurchase obligations with a term of not more than 7 days for underlying securities of the type described in clauses (b) and (e) above entered into with any financial institution meeting the qualifications specified in clause (e) above;
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(g)	Commercial paper rated “A-2” or higher rating by at least one nationally recognized statistical rating organization and maturing within six months after the date of acquisition;
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(h)	Money market and mutual funds; and
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(i)	Substantially similar investments, of comparable credit quality, denominated in Dollars or in the currency of any jurisdiction in which the Borrower conducts business;
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“Certificate of Incumbency and Authority” means a certificate provided to the Administrative Agent in the form of Exhibit D.

“Change of Control” means any of the following:

(a)	the Permitted Holders, at any time and for any reason, cease to Control the Borrower;
(b)	any person or group other than the Permitted Holders shall have obtained the power (whether or not exercised) to elect a majority of the board of directors of the Borrower; or
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(c)	a “change of control” or similar event shall occur as provided in any other loan or preferred stock documentation relating to the Borrower;
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“Change in Law” means the occurrence after the date of this Agreement of (a) the adoption of or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of, or compliance by any Lender (or, for purposes of (i) Section 2.12(a)(iii), by any other Recipient, and (ii) Section 2.12(b), by any lending office of such Lender or by such Lender’s or holding company, if any) with, any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith or in the implementation thereof and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall, in each case, be deemed to be a “Change in Law,” regardless of the date enacted, adopted, issued or implemented.

“Charges” has the meaning assigned to it in Section 9.14.

“Closing Date” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02).

“Code” means the Internal Revenue Code of 1986, as amended.

“Commitment” means, with respect to each Lender, the commitment of such Lender to make a Loan on the Borrowing Date in the amount of such Lender’s Commitment set forth on Schedule 2.01.

“Communications” has the meaning assigned to it in Section 9.01(e).

“Conforming Changes” means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “ABR,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 2.10 and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“ Consolidated” or “Consolidated Basis” means (with respect to any financial statements to be provided, or any financial calculation to be made, under or for the purposes of this Agreement and any other Loan Document) the method referred to in Section 5.17 (Financial Ratios); and the entities whose accounts are to be consolidated with the accounts of the Borrower are all the Subsidiaries of the Borrower;

“Covered Entity” means any of the following:

(a)a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(b)a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(c)a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Covered Party” has the meaning assigned to it in Section 9.19. “Country” means the Argentine Republic.

“Credit Contact” has the meaning assigned to it in Section 9.13(d).

“Credit Party” means the Administrative Agent, each Lender and, for purposes of Section 8.05, Section 9.03, Section 9.06, Section 9.09, Section 9.16 and Section 9.17, each Arranger.

“Credit Rating” means a rating as determined by a Credit Rating Agency of the Borrower’s non- credit-enhanced, senior unsecured long-term indebtedness.

“Credit Rating Agency” means each of Fitch, S&P, and Moody’s.

“Custody Agreement” means the custody agreement to be entered into by the Lenders, the Administrative Agent and the Borrower on or about February 24, 2025.

“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided that if the Administrative Agent decides that any such

convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion.

“Debtor Relief Laws” means the Bankruptcy Code and all other bankruptcy, insolvency, assignment for the benefit of creditors, liquidation, dissolution, conservatorship, moratorium, rearrangement, receivership, composition, reorganization, arrangement, or similar debtor relief laws of the United States or other applicable jurisdictions.

“Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“Defaulting Lender” means any Lender that (a) has failed, within two (2) Business Days of the date required to be funded or paid, to (i) fund any portion of its Loan or (ii) pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Borrower or any Credit Party in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding its Loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three (3) Business Days after request by a Credit Party, acting in good faith, to provide a certification in writing from an authorized officer (or equivalent person) of such Lender that it will comply with its obligations (and is financially able to meet such obligations as of the date of certification) to fund its Loan under this Agreement; provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent, or (d) has become the subject of (A) a Bankruptcy Event or (B) a Bail-In Action.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (in one transaction or in a series of transactions and whether effected pursuant to a division or otherwise) of any property by any Person (including any sale and leaseback transaction and any issuance of Equity Interests by a Subsidiary of such Person), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“Dollars” or “$” refers to lawful money of the United States of America.

“ EBITDA ” **** means, for the relevant Calculation Period for any Person or specified group of Persons, Net Income for such period (without giving effect to (x) any extraordinary gains and losses, (y) any non- cash income and losses, and (z) any gains or losses from sales of assets other than inventory sold in the ordinary course of business) adjusted by adding thereto (in each case to the extent deducted in determining Net Income for such period), without duplication, the amount of (i) total interest expense (inclusive of amortization of deferred financing fees and other original issue discount and banking fees, charges and commissions (e.g., letter of credit fees and commitment fees)) of such Person or specified group of Persons determined on a Consolidated Basis for such period (or on both an unconsolidated basis and a Consolidated Basis if applicable under this Agreement), (ii) tax expense based on income and foreign withholding taxes for such Person or specified group of Persons determined on a Consolidated Basis for such period (or on both an unconsolidated basis and a Consolidated Basis if applicable under this Agreement), and (iii) all depreciation and amortization expense of such Person or specified group of Persons determined on a Consolidated Basis for such period (or on both an unconsolidated basis and a Consolidated Basis if applicable under this Agreement).

dated as of May 5, 2023, by and among the Borrower, as borrower, , Export Development Canada, as lender and the Branch of Citibank N.A. established in the Republic of Argentina, as onshore custody agent.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clause (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Euro” means the single, unified, lawful currency of those member states of the European Union participating in the Economic and Monetary Union.

“Electronic Means” means facsimile, emailed pdf., or any other electronic means that reproduces an image of an actual executed signature page.

“Electronic Signature” means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

“ENACOM” means the National Entity of Communications (Ente Nacional de Comunicaciones) of the Republic of Argentina.

“ENACOM Approval” means the written approval of the Acquisition by ENACOM.

“ENACOM Approval Request” means TMA’s written request before the ENACOM for its approval of the Transaction.

“Engagement Letter ” **** means that certain engagement letter to be entered into on or around February 23, 2025 by and among BBVA Securities Inc., Deutsche Bank Securities Inc., Santander US Capital Markets LLC and the Borrower.

“Environmental and Social Issues ” **** means issues related to: (i) emissions, spills, or discharges to the air, water, ground, or subsoil; (ii) management of waste and hazardous or toxic substances; (iii) noise, traffic, odors, as well as other activities or circumstances that are harmful to third parties; (iv) occupational health and safety; (v) preservation or management of habitats and ecosystems, whether natural or artificial, as well as the protection of living organisms present therein; (vi) acquisition of rights of way, relocation of individuals or populations, and expropriation and compensation; (vii) indigenous and Afro-descendant communities, and other vulnerable groups identified in the area of influence of the company; (viii) workers’ rights, collective rights, and human rights; (ix) any affectation to the cultural heritage; or (x) any substantial issue related to human health, the environment, social issues, or occupational health and safety.

“Environmental Laws” means all Applicable Laws relating to pollution or the protection of health, safety or the environment or the release of any materials into the environment, including those related to Hazardous Materials, air emissions, discharges to waste or public systems and health and safety matters.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities) directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any

contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equity Interests” means shares of capital stock (whether denominated as common stock or preferred stock), partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person (together with all related rights under any shareholders agreement, members agreement, operating agreement, partnership agreement or analogous agreement in respect thereof), whether entitled to exercise voting power (“voting”) or not so entitled (“non- voting”), and any warrants, options or other rights entitling the holder thereof to subscribe for, purchase or acquire any such equity interest, but excluding any debt securities convertible into any of the foregoing.

“Erroneous Payment” has the meaning assigned to it in Section 8.07(a).

“Erroneous Payment Deficiency Assignment” has the meaning assigned to it in Section 8.07(d)(i).

“Erroneous Payment Return Deficiency” has the meaning assigned to it in Section 8.07(d)(i).

“Erroneous Payment Subrogation Rights” has the meaning assigned to it in Section 8.07(e).

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“Event of Default” has the meaning assigned to it in Section 7.01.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment requested by the Borrower under Section 2.17(b)) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.14, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender acquired the applicable interest in a Loan or Commitment or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.14(f) and (d) any withholding Taxes imposed under FATCA.

“Facility” means the Commitments and the Loans made pursuant thereto.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

“Federal Funds Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions, as determined in such manner as shall be set forth on the NYFRB’s Website from time to time, and published on the next succeeding Business Day by the NYFRB as the effective federal funds rate; provided that if the Federal Funds Rate as so determined would be less than zero percent (0%), such rate shall be deemed to be zero percent (0%) for the purposes of this Agreement.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System of the United States of America.

“Fee Letters” means (a) the Arrangers’ Fee Letter and (b) the Structuring Fee Letter, which in each case document the fees that the Arrangers and the Lenders are entitled to receive, each as may be amended, supplemented or replaced from time to time.

“Financial Debt” means as to any Person:

(a)	any indebtedness of such Person for or in respect of borrowed money;
(b)	the outstanding principal amount of any bonds, debentures, notes, loan stock, commercial paper, acceptance credits, bills or promissory notes drawn, accepted, endorsed or issued by such Person, except indebtedness in respect of any bid, performance, surety bond, cauci ó n or fianza in the ordinary course of business for the account of any Person;
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(c)	any indebtedness of such Person for or in respect of the deferred purchase price of assets or services (except trade accounts incurred and payable in the ordinary course of business to trade creditors of such Person within 180 days of the date they are incurred and which are not overdue);
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(d)	non-contingent obligations of such Person to reimburse any other Person for amounts payable by that Person under a letter of credit or similar instrument (excluding any letter of credit or similar instrument issued for the account of such Person with respect to trade accounts incurred and payable in the ordinary course of business to trade creditors of such Person within 365 days of the date they are incurred and which are not overdue);
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(e)	the amount of any obligation of such Person in respect of any Financial Lease;
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(f)	amounts raised by such Person under any other transaction having the financial effect of a borrowing and which would be classified as a borrowing (and not as an off-balance sheet financing) under the Accounting Standards;
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(g)	the amount of the obligations of such Person under Hedging Contracts entered into in connection with the protection against or benefit from fluctuation in any rate or price (but only the net amount owing by such Person after marking the relevant Hedging Contracts to market);
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(h)	all indebtedness of the types described in the foregoing items secured by a Lien on any property owned by such Person, whether or not such indebtedness has been assumed by such Person;
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(i)	all obligations of such Person to pay a specified purchase price for goods and services, whether or not delivered or accepted (i.e., take or pay or similar obligations);
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(j)	any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, any liability of such Person under any sale and leaseback transactions that do not create a liability on the balance sheet of such Person, any obligation under a “synthetic lease” or any obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of such Person;
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(k)	the amount of any obligation in respect of any guarantee or indemnity incurred by such Person for any of the foregoing items incurred by any other Person; and
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(l)	any premium payable by such Person on a mandatory redemption or replacement of any of the foregoing items.
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“Financial Lease” means any lease or hire purchase contract which would, under the Accounting Standards, be treated as a finance or capital lease.

“Financial Year” means with respect to the Borrower and each of its Subsidiaries, the accounting year commencing each year on January 1 and ending on the following December 31, or such other period as such Person, with the Lenders’ consent, from time to time designates as its accounting year;

“Financial Officer” means the chief financial officer, principal accounting officer, treasurer or controller of the Borrower.

“Finnvera Credit Agreements” means (i) the credit agreement dated as of May 7, 2019, by and among the Borrower, as borrower, Banco Santander, S.A. and JPMorgan Chase Bank, N.A., London Branch, as initial lenders and residual risk guarantors, Banco Santander, S.A. and JPMorgan Chase Bank, N.A., London Branch, as mandated lead arrangers, JPMorgan Chase Bank, N.A., London Branch, as facility agent and as the ECA bank, Banco Santander, S.A. as documentation bank and Banco Santander Río S.A. as onshore custody agent; and (ii) the credit agreement dated as of May 14, 2021, by and among the Borrower, as borrower, JPMorgan Chase Bank, N.A., as initial lender and residual risk guarantor, JPMorgan Chase Bank, N.A., as mandated lead arranger, JPMorgan Chase Bank, N.A., London Branch, as facility agent and JPMorgan Chase Bank, N.A., Sucursal Buenos Aires, as onshore custody agent.

“Fitch” means Fitch Ratings Inc.

“Fiscal Quarter” means a fiscal quarter of any Financial Year.

“Floor” means a rate of interest equal to zero percent (0%).

“Foreign Exchange Regulations” means any foreign exchange regulation issued by the Congress, the Presidency, the Ministry of Treasury, the Ministry of Finance, the BCRA or any other applicable Governmental Authority of the Country (including any interpretative letters issued by the BCRA or ARCA) related to payments in foreign currency through the Argentine Foreign Exchange Market or any other foreign exchange market in Argentina, dealings in foreign exchange and the purchase and sale, import and export of currency, currency control and/or foreign indebtedness, in each case, applicable to the Loan Documents.

“Foreign Lender” means a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.

“Funding Indemnity Letter ” **** means the funding indemnity letter dated February 21, 2025 among the Borrower and the Arrangers.

“Governmental Authority” means the government of the United States of America, the government of the Country, the Kingdom of Spain, and the government of any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Governing Body” means the board of directors or other body having the power to direct or cause the direction of the management and policies of a Person that is a corporation, partnership, trust or limited liability company.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated under, or with respect to which liability or standards of conduct are imposed pursuant to, any Environmental Law.

“Hedging Contract” means (i) any interest rate swap agreement, interest rate cap agreement or other agreement designed to protect against fluctuations in interest rates or (ii) any foreign exchange forward contract, currency swap agreement or other agreement designed to protect against fluctuations in foreign exchange rates, in each case entered into in the ordinary course of business.

“ICBC Loan” means an unsecured term loan made by the Industrial and Commercial Bank of China to the Borrower on or about the date hereof in a principal amount not greater than $200,000,000 for the sole purpose of financing a portion of the consideration payable by the Borrower in connection with the Acquisition, the terms of which shall provide for no scheduled amortization or mandatory prepayments prior

to the Maturity Date hereunder (except for mandatory prepayments made in accordance with Section 2.07(b)(iv) hereunder).

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Loan Document and (b) to the extent not otherwise described in clause (a) hereof, Other Taxes.

“Indemnitee” has the meaning assigned to it in Section 9.03(c).

“Index Debt” means senior, unsecured, long-term indebtedness for borrowed money of the Borrower that is not guaranteed by any other Person or subject to any other credit enhancement.

“Investment” has the meaning specified in Section 6.05.

“Ineligible Institution” means (a) a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, one or more natural persons), (b) a Defaulting Lender, any subsidiary thereof, or any other Person who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, or (c) the Borrower or any of its Affiliates.

“Information” has the meaning assigned to it in Section 9.12.

“Interest Coverage Ratio” means, for any Calculation Period, the ratio obtained by dividing:

(a)	the aggregate EBITDA of the Borrower for the four consecutive Fiscal Quarters ended on the relevant Calculation Date;

by:

(b)	the aggregate Net Interest of the Borrower for the four consecutive Fiscal Quarters ended on the relevant Calculation Date.

“Interest Payment Date” means (a) with respect to any ABR Loan, the last Business Day of each March, June, September and December and the Maturity Date and (b) with respect to any SOFR Loan, the last day of each Interest Period and the Maturity Date.

“Interest Period” means the period commencing on (and including) the Borrowing Date and ending on (but excluding) the numerically corresponding day in the calendar month that is three (3) months thereafter; provided that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period, and (iii) no Interest Period shall extend beyond the applicable Maturity Date.

“IRS” means the United States Internal Revenue Service.

“Letter Agreement” means the letter agreement dated February 23, 2025 among the Borrower, the Administrative Agent and the Arrangers.

“Lenders” means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption or otherwise, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption or otherwise (each, a “Lender”).

“Liabilities” means any losses, claims (including intraparty claims), demands, damages or liabilities of any kind.

“Lien” means any mortgage, pledge, charge, assignment, hypothecation, security interest, title retention, preferential right, trust arrangement, right of set-off, counterclaim or banker’s lien, privilege or

priority of any kind having the effect of security, any designation of loss payees or beneficiaries or any similar arrangement under or with respect to any insurance policy.

“Loan Documents” means this Agreement, including schedules and exhibits hereto, and any agreements entered into in connection herewith by the Borrower with or in favor of any Credit Party, including the Fee Letters, the Funding Indemnity Letter, the Letter Agreement, any amendments, modifications or supplements thereto or waivers thereof, legal opinions issued in connection with the other Loan Documents and any other documents prepared in connection with the other Loan Documents, if any.

“Loans” means the term loans made by the Lenders to the Borrower pursuant to Section 2.01.

“Margin Stock” means margin stock within the meaning of Regulations T, U and X, as applicable.

“Material Adverse Effect” means a material adverse effect on (a) the business, assets, operations, prospects or condition, financial or otherwise, of the Borrower and its Subsidiaries taken as a whole, (b) the ability of the Borrower to perform any of its Obligations or (c), the legality, validity, binding effect or enforceability against the Borrower of any Loan Document to which it is a party and/or the rights of or benefits available to the Lenders under this Agreement or any other Loan Document.

“Material Indebtedness” means Financial Debt (other than the Obligations), or obligations in respect of one or more Hedging Contracts, of the Borrower and each of its Subsidiaries in an aggregate principal amount exceeding $60,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Borrower or any Subsidiary thereof in respect of any Hedging Contract at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or such Subsidiary would be required to pay if such Hedging Contract were terminated at such time.

“Maturity Date” means the date falling on the four-year anniversary of the Closing Date; provided, that, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.

“Maximum Rate” has the meaning assigned to it in Section 9.14.

“Moody ’ s” means Moody’s Investors Service, Inc.

“ Net Debt to EBITDA Ratio ” **** means, for any Calculation Period, the ratio determined either on a Consolidated Basis or on both an unconsolidated basis and a Consolidated Basis, as applicable, in accordance with Section 5.17 (Financial Ratios) and obtained by dividing:

(a)	the Financial Debt of the Borrower on the relevant Calculation Date less the Borrower’s cash and Cash Equivalents at such time,

by:

(b)	the aggregate EBITDA of the Borrower for the relevant Calculation Period.

“Net Disposition Proceeds” means, with respect to any disposition of any assets or business acquired pursuant to the Acquisition referred to in Section 2.07(b)(v), cash payments received by the Borrower from such disposition, net of any bona fide direct costs incurred in connection with such disposition, including (a) federal, state, foreign and local Taxes expected to be actually payable within two years of the date of receipt of the proceeds of such disposition as a result of any gain recognized in connection with such disposition; provided that any portion of the Taxes contemplated in this definition that are not paid within two years of receipt of the proceeds of such disposition will become Net Disposition Proceeds at the earlier of (i) the time at which it is determined that such Taxes are not payable and (ii) the end of such period, (b) the out-of-pocket costs, fees, commissions, premiums and expenses (including attorneys’ fees, investment banking fees and other customary expenses and brokerage, consultant and other customary fees) incurred by the Borrower, (c) any reserve for adjustment in respect of the sale price of such assets or business established in accordance with the Accounting Standards and (d) the amount of any escrow created to secure any indemnification obligation of the Borrower under the agreements executed in connection with any such disposition of assets or business.

“Net Income” means for any period, the excess (if any) of gross income over total expenses (provided that income taxes shall be treated as part of total expenses) during such period for any Person or specified group of Persons.

“Net Indebtedness Proceeds” means the cash proceeds (net of underwriting discounts and commissions payable to third parties and other bona fide fees, costs and expenses associated therewith, including reasonable legal, accounting and other professional and transactional fees and expenses) from the issuance or incurrence of Financial Debt by the Borrower referred to in Section 2.07(b)(iv).

“Net Interest” means for any period, any interest accrued by the Borrower in connection with liabilities of the Borrower minus any interest received from assets belonging to the Borrower, in each case determined in accordance with the Accounting Standards.

“NYFRB” means the Federal Reserve Bank of New York.

“NYFRB ’ s Website” means the website of the NYFRB at http://www.newyorkfed.org, or any successor source.

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, the Borrower arising under any Loan Document or otherwise with respect to any Loan, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed or allowable claims in such proceeding. Without limiting the foregoing, the Obligations include (a) the obligation to pay principal, interest, any amounts in respect of Erroneous Payment Subrogation Rights, charges, expenses, fees, indemnities and other amounts payable by the Borrower under any Loan Document and (b) the obligation of the Borrower to reimburse any amount in respect of any of the foregoing that any Agent or any Lender, in each case in its sole and absolute discretion, may elect to pay or advance on behalf of the Borrower.

“Operations” means the operations, activities and facilities of any Person (including the design, construction, operation, maintenance, management and monitoring thereof, as applicable) in the Country.

“Organizational Documents” means (a) as to any corporation, its charter or certificate or articles of incorporation and its bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction), (b) as to any limited liability company, its certificate or articles of formation or organization and its operating or limited liability agreement and (c) as to any partnership, joint venture, trust or other form of business entity, its partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.17).

“Outstanding Amount” means, on any date, the aggregate outstanding principal amount of the Loans after giving effect to any prepayments or repayments thereof occurring on such date.

“parent” has the meaning assigned to it in the definition of “subsidiary”.

“Participant” has the meaning assigned to it in Section 9.04(d).

“Participant Register” has the meaning assigned to it in Section 9.04(d).

“Patriot Act” means the USA PATRIOT Act of 2001.

“Payment Recipient” has the meaning assigned to it in Section 8.07(a). SOFR”.

“Periodic Term SOFR Determination Day” has the meaning assigned to it in the definition of “Term

“Permitted Acquisition” means the acquisition by the Borrower or a Subsidiary of the Borrower of a Person or business (including by way of merger of such Person or business with and into the Borrower or a Subsidiary (so long as the Borrower or such Subsidiary is the surviving corporation)); provided, that (in each case) (A) the consideration paid or to be paid by the Borrower or such Subsidiary consists solely of cash, common stock of the Borrower, the issuance or incurrence of Financial Debt otherwise permitted by the Loan Documents and/or the assumption or acquisition of any Financial Debt (calculated at face value) of such acquired Person or business which is permitted to remain outstanding in accordance with the requirements of the Loan Documents, (B) the acquired Person or business is in a business permitted by the Financing Documents, and (C) all other requirements of ARTICLE VI are satisfied.

“Permitted Holders” means any of the following Persons as long as they do not appear on any Sanctions Lists:

(a)	Cablevisión Holding S.A., VLG S.A.U., Fintech Holdings Inc., Fintech Telecom LLC and any of their respective successors;
(b)	Any of (A) the Persons listed in Schedule 3.26 (as updated from time to time), (B) any Privileged Relatives of such Persons, and (C) any Person (other than an individual) directly or indirectly majority owned and controlled by one or more Persons set forth in subclause (a) or (b) of this definition; or
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(c)	An internationally recognized, investment grade telecommunications company listed on a major stock exchange (or any Subsidiary thereof, provided, that in the case of a Subsidiary that is not a wholly owned Subsidiary, no other shareholder of such Subsidiary appears on any Sanctions List) if it obtains the power to Control the Borrower; provided, that, any such internationally recognized, investment grade telecommunications company listed on a major stock exchange shall not be considered a Permitted Holder for the purposes of this Agreement, if a Change of Control takes place and as a result of such transaction or series of transactions the Borrower no longer holds a credit rating equal to or higher than its credit rating as determined immediately before such transaction or series of transactions.
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“Permitted Refinancing Debt” means Financial Debt used exclusively to refinance, refund, renew or extend other Financial Debt, provided, that: (i) the principal amount of such Financial Debt is not increased; (ii) any Liens securing such Financial Debt are not extended to any additional property; (iii) such refinancing, refunding, renewal or extension does not result in a shortening of the average weighted maturity of the Financial Debt so refinanced, refunded, renewed or extended; and (iv) the terms of any such refinancing, refunding, renewal or extension are no less favorable to the Borrower than (x) the Financial Debt being refinanced, refunded, renewed or extended or (y) the terms generally available in the market for an arm’s length transaction in respect of Financial Debt containing the terms of such Permitted Refinancing Debt.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Peso ” **** means the lawful currency of the Republic of Argentina.

“Prime Rate” means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate

quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent). Each change in the Prime Rate shall be effective from and including the date such change is publicly announced or quoted as being effective.

“Privileged Relatives” means, in relation to an individual, his or her spouse and any relative of such individual with a common ancestor up to the fourth degree (including adopted children who have been adopted during their minority and step-children who have acquired that relationship with such individual or with any such relative during their minority) and any spouse of any such relative.

“Pro Forma Basis” means, in connection with any calculation of compliance with any financial covenant or financial term, the calculation thereof after giving effect on a pro forma basis to (x) the incurrence of any Financial Debt, (y) the permanent repayment of any Financial Debt after the first day of the relevant Calculation Period, and (z) any Permitted Acquisition, the making of a Restricted Payment or any other transaction subject to pro forma financial covenant compliance hereunder consummated during the relevant Calculation Period, with the following rules to apply in connection therewith:

(a)	all Financial Debt (x) incurred or issued after the first day of the relevant Calculation Period shall be deemed to have been incurred or issued (and the proceeds thereof applied) on the first day of such Calculation Period and remain outstanding through the date of determination and (y) permanently retired or redeemed after the first day of the relevant Calculation Period shall be deemed to have been retired or redeemed on the first day of such Calculation Period and remain retired through the date of determination;
(b)	all Financial Debt assumed to be outstanding pursuant to the preceding clause (i) shall be deemed to have borne interest at (x) in the case of fixed rate Financial Debt, the rate applicable thereto, or (y) in the case of floating rate Financial Debt, the rates which would have been applicable thereto during the respective period when the same was deemed outstanding;
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(c)	in making any determination of EBITDA on a Pro Forma Basis, pro forma effect shall be given to any Permitted Acquisition or any other transaction subject to pro forma financial covenant compliance hereunder if effected during the respective Calculation Period as if the same had occurred on the first day of the respective Calculation Period; and
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(d)	such calculation shall exclude all cash derived from the incurrence or projected incurrence of new Financial Debt (other than an amount of such cash equal to the installments of Financial Debt coming due within 6 months of such incurrence which are intended to be repaid with the proceeds of such incurrence of Financial Debt).
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“Proceeding” means any claim, litigation, investigation, action, suit, arbitration or administrative, judicial or regulatory action or proceeding in any jurisdiction.

“Prohibited Activity” means the activities specified in Schedule 6.03.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Public Lender” has the meaning assigned to it in Section 9.13.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

“QFC Credit Support” has the meaning assigned to it in Section 9.19.

“Qualifying Bank” means a bank that is entitled to the reduced rate of withholding tax set forth in Section 104(c)(1) of the Argentine Income Tax Act (which currently is 15.05%) or is resident in a jurisdiction having a double taxation agreement with Argentina which makes provision for full exemption or reduction from tax imposed by Argentina on interest.

“Recipient” means (a) the Administrative Agent or (b) any Lender, as applicable.

“Register” has the meaning assigned to it in Section 9.04(b).

“Regulation T” means Regulation T of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations thereunder or thereof.

“Regulation U” means Regulation U of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations thereunder or thereof.

“Regulation X” means Regulation X of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations thereunder or thereof.

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, partners, managers, officers, employees, agents (including sub-agents, co-agents and attorneys-in-fact, to the extent permitted hereby), representatives, brokers, trustees, administrators and advisors (including accountants, auditors and legal counsel) of such Person and such Person’s Affiliates.

“ Relevant Period ” **** means each period of twelve (12) months ending on the last day of a Fiscal Quarter.

“Relevant Governmental Body” means the Federal Reserve Board or the NYFRB, or a committee officially endorsed or convened by the Federal Reserve Board or the NYFRB, or any successor thereto.

“Required Lenders” means, at any time, (i) prior to the Borrowing Date, at least two Lenders which together have Commitments representing more than 50% of the total Commitments and (ii), after the Borrowing Date, at least two Lenders which together have outstanding Loans representing more than 50% of the aggregate Outstanding Amount of all Lenders at such time. The Commitment and outstanding Loan of any Lender that is a Defaulting Lender shall be disregarded in determining Required Lenders at any time.

“Removal Effective Date” has the meaning assigned to it in Section 8.04(d).

“Resignation Effective Date” has the meaning assigned to it in Section 8.04(b).

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Responsible Officer” means the president, chief executive officer, chief operating officer or any Financial Officer or other executive officer of the Borrower.

“Restricted Payment” means, with respect to any Person, the (i) declaration or payment of a dividend, distribution or return of any equity capital to its stockholders, partners or members or authorization or making of any other distribution, payment or delivery of property (other than common stock of such Person) or cash to its stockholders, partners or members in their capacity as such, or (ii) redemption, retirement, purchase or other acquisition of, or permitting of any Subsidiary to redeem, retire, purchase or otherwise acquire, directly or indirectly, any shares of any class of its capital stock outstanding on or after the date of this Agreement (or any options or warrants issued by such Person with respect to its capital stock), or setting aside of any funds for any of the foregoing purposes, or (iii) making of any payment of any kind on or in respect of subordinated Financial Debt held by any Affiliate of such Person. Without limiting the foregoing, “Restricted Payments” with respect to any Person shall also include all payments made or required to be made by such Person with respect to any stock appreciation rights, plans, equity incentive or achievement plans or any similar plans or setting aside of any funds for the foregoing purposes.

“S&P” means Standard & Poor’s Rating Services, a Standard & Poor’s Financial Services LLC business.

“Sanctioned Country” means, at any time, a country, region or territory which is itself the subject or target of any comprehensive territorial Sanctions (at the time of this Agreement, Crimea, the so-called Luhansk People’s Republic, the so-called Donetsk People’s Republic, Cuba, the occupied territories of the Kherson and Zaporizhzhia regions of Ukraine, Iran, North Korea and Syria).

“Sanctioned Person” means, at any time, any Person that is, or is owned or controlled by Persons that are, (a) the subject or target of any Sanctions or listed in any Sanctions-related list of designated 19

Persons maintained by any sanctions authority referenced in the definition of “Sanctions”, or (b) operating, organized, located or resident in a Sanctioned Country.

“Sanctions” means all sanctions or trade embargoes administered or enforced by the U.S. government (including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control or the U.S. Department of State) or the United Nations Security Council, the European Union, any European Union member state, His Majesty’s Treasury of the United Kingdom or other relevant sanctions authority.

“Sanctions List ” **** means (i) lists promulgated by the United Nations Security Council or its committees pursuant to resolutions issued under Chapter VII of the United Nations Charter or any other sanctions or debarment list promulgated pursuant to law by the United Nations, (ii) the World Bank Listing of Ineligible Firms or any other sanctions or debarment list published by the World Bank, (iii) the IDB Group List of Sanctioned Firms and Individuals or any other sanctions or debarment list published by the IDB, (iv) the Specially Designated Nationals and Blocked Persons List published by the Office of Foreign Assets Control of the U.S. Department of the Treasury or (v) any other sanctions or debarment list promulgated pursuant to law by the United States, the European Union, the United Kingdom, or any agency, instrumentality, or entity of any of the foregoing (each of the preceding entities, a “Sanctions Authority”).

“SEC” means the Securities and Exchange Commission of the United States of America or any Governmental Authority succeeding to any or all of the functions thereof.

“Seller” means TLH Holdco S.L.U., a private company with limited liability duly organized, existing and established in accordance with the laws of the Kingdom of Spain.

“Signing Date” means the date first above written.

“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” means the NYFRB (or a successor administrator of the secured overnight financing rate).

“SOFR Administrator ’ s Website” means the NYFRB’s Website for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“SOFR Loan” means a Loan that bears interest at a rate based on Term SOFR, other than pursuant to clause (c) of the definition of “ABR”.

“Solvent” means, as to any Person as of any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair saleable value of the property of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts, including contingent debts, as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities, including contingent debts and liabilities, beyond such Person’s ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Structuring Fee Letter” means the fee letter dated the date hereof among the Borrower, the Administrative Agent and the Lenders signatory hereto on the date hereof and other Lenders that may become a party thereto after the Closing Date.

“subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, trust, joint venture, association, company, partnership or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with IFRS as of such date, as well as any other corporation, limited liability company, trust, joint venture, association, company, partnership, or other entity

(a)of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled by the parent and/or one or more subsidiaries of the parent.

“Subsidiary ” **** means any subsidiary of the Borrower, unless the context requires otherwise.

“Supported QFC” has the meaning assigned to it in Section 9.19.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), value added taxes, or any other goods and services, use or sales taxes, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term SOFR” means:

(a)

for any calculation with respect to a SOFR Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day, and

(b)

for any calculation with respect to an ABR Loan on any day, the Term SOFR Reference Rate for a tenor of one month on the day (such day, the “ABR Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to such day, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any ABR Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such ABR SOFR Determination Day;

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provided, further, that if Term SOFR determined as provided above (including pursuant to the proviso under clause (a) or clause (b) above) shall ever be less than the Floor, then Term SOFR shall be deemed to be the Floor.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).

“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.

“TMA” means Telefónica Móviles Argentina S.A., a corporation (sociedad an ó nima) duly organized in accordance with the Laws of the Republic of Argentina.

“Transactions” means the execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents, the borrowing of the Loans and the use of the proceeds thereof, and the consummation of the Acquisition pursuant to the Acquisition Documents.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“Unasserted Obligations” means, at any time, Obligations for indemnification or other contingent obligations for which a claim has not been asserted.

“U.S.” and “United States” mean the United States of America.

“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“U.S. Person” means a “United States person” within the meaning of Section 7701(a)(30) of the Code.

“U.S. Special Resolution Regime” has the meaning assigned to it in Section 9.19.

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail- In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

Section 1.02. Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any law, rule, regulation or treaty herein shall, unless otherwise specified, refer to such law, rule, regulation or treaty as amended, modified or supplemented from time to time, and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

Section 1.03. Accounting Terms; Financial Calculations. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with the Accounting Standards, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in the Accounting Standards or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in the Accounting Standards or in the application thereof, then such provision shall be interpreted on the basis of the Accounting Standards as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

Section 1.04. Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABR, the Term SOFR Reference Rate, Term SOFR or Term SOFR, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, the Term SOFR Reference Rate, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR, the Term SOFR Reference Rate, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, the Term SOFR Reference Rate, Term SOFR, or any other Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Section 1.05. Cashless Settlement. Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, any Lender may exchange, continue or rollover all or a portion of its Loan in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent and such Lender.

ARTICLE II

The Loans

Section 2.01. Commitments.Subject to the terms and conditions set forth herein, each Lender severally agrees to make a Loan to the Borrower pursuant to a single Borrowing on the Closing Date in an amount not to exceed such Lender’s Commitment. Amounts borrowed under this Section 2.01 and repaid or prepaid may not be reborrowed. Loans borrowed hereunder may only be SOFR Loans, subject to Section 2.10.

Section 2.02. Loans and Borrowings.

(a)Each Loan shall be made by the Lenders ratably in accordance with their respective Commitments. The failure of any Lender to make its Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make its Loans as required.

(b)Subject to Section 2.11, the Borrowing shall be comprised entirely of SOFR Loans.

Section 2.03. Request for Borrowing. To request the Borrowing, the Borrower shall notify the Administrative Agent of such request by submitting a Borrowing Request not later than 11:00 a.m. (New York City time) one (1) U.S. Government Securities Business Day before the date of the proposed Borrowing. Such Borrowing Request shall be irrevocable and shall be completed and signed by a

Responsible Officer of the Borrower. Such Borrowing Request shall specify the following information in compliance with Section 2.02:

(i)	the aggregate amount of the requested Borrowing;
(ii)	the applicable Borrowing Date, which shall be a Business Day falling within the Availability Period; and
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(iii)	the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.04.
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Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Section 2.04. Funding of Borrowing.Each Lender shall make the Loan to be made by it hereunder on the Borrowing Date solely by wire transfer of immediately available funds, by 12:00 noon (New York City time) to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the funds so received in the aforesaid account of the Administrative Agent to an account of the Borrower designated by the Borrower in the Borrowing Request (which shall be an account of the Borrower with Banco BBVA Argentina S.A.), net of all fees payable on the Closing Date in accordance with the Fee Letters.

Section 2.05. Termination of Commitments.The Commitments shall automatically and permanently terminate on the Borrowing Date upon the funding of the Loans (and any portion of the Commitments not required to be funded on the Borrowing Date shall no longer be available for borrowing).

Section 2.06. Repayment of Loans.The Borrower hereby unconditionally promises to pay to the Administrative Agent, for the account of each Lender, on the Maturity Date, the outstanding principal amount of the Loans. The Borrower’s obligations under this Agreement and the other Loan Documents are general obligations of the Borrower, and the recourse of the Lenders and the Administrative Agent in respect thereof is not limited to any particular property of the Borrower.

Section 2.07.Prepayment of Loans.

(a)Voluntary Prepayments. The Borrower may, at any time and from time to time, prepay the Loans, in whole or in part, at par, subject to prior notice in accordance with the terms of this paragraph. The Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or electronic mail) of any voluntary prepayment hereunder not later than 11:00 a.m. (New York City time) five (5) U.S. Government Securities Business Days before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of the Loans to be prepaid; provided, that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial voluntary prepayment shall be in an aggregate amount that is not less than $10,000,000 plus any break funding payments to be made pursuant to Section 2.13.

(b)Mandatory Prepayments. The Loans shall be prepaid in the amounts and under the circumstances set forth below, all such prepayments to be applied as set forth below or as more specifically provided in Section 2.07(c).

(i)Prepayments due to Supervening Illegality. Notwithstanding any other provision of this Agreement, if the adoption of or any change in any Applicable Law or in the interpretation or application thereof by any Governmental Authority (in each case, at any time on or after the date hereof) applicable to the Lenders shall make it (or be asserted by it to be) unlawful for the Lender to honor its obligation to make or maintain its Loan hereunder, then such Lender shall promptly notify the Borrower in writing upon becoming aware of the event, following which notice: (a) such Lender’s Commitment (if still available) shall be suspended and such Lender’s Loan shall be prepaid by the Borrower, together with accrued and unpaid interest thereon and all other

amounts payable to such Lender by the Borrower under the Loan Documents, on or before such date as shall be mandated by such Applicable Law (being no earlier than the last day of any applicable grace period permitted under such Applicable Law); provided that if it is lawful for such Lender to maintain its Loan until the next Interest Payment Date, then such payment shall be made on such Interest Payment Date; provided further that no premium or break funding costs shall be required to be paid by the Borrower in connection with such prepayment.

(ii)Prepayments due to Acquisition Document Claims. Not later than the Business Day after the date of receipt by the Borrower of cash proceeds of any claim of the Borrower against the Seller or any of its Affiliates pursuant to the Acquisition Documents, the Borrower shall prepay the Loans at par in accordance with Section 2.07(c), in an aggregate amount equal to the amount of such cash proceeds, provided that the mandatory prepayment under this Section 2.07(b)(ii) shall only be triggered if (x) such cash proceeds are in excess of $60,000,000 and (y) Foreign Exchange Regulations allow the application of such proceeds to prepay the Loans.

(iii)Prepayments due to a Change of Control. Upon the occurrence of a Change of Control, the Borrower shall prepay the Loans at par in accordance with Section 2.07(c).

(iv)Net Indebtedness Proceeds. Not later than the Business Day after the date of receipt by the Borrower of Net Indebtedness Proceeds from the incurrence or issuance of cross- border Financial Debt by the Borrower (other than (x) any cross-border Financial Debt that is incurred to refinance Financial Debt that comes due during 2025, which shall be in an amount less than $300,000,000, and (y) convertible debt or other equity-linked instruments), the Borrower shall prepay the Loans at par in an aggregate amount equal to such Net Indebtedness; provided, however, that the Borrower may choose to apply a portion of the Net Indebtedness Proceeds to prepay the ICBC Loan ratably with the Loans (but not more than ratably based on the aggregate principal amount outstanding under the ICBC Loan and the Loans hereunder).

(v)Net Disposition Proceeds. Not later than the Business Day following the receipt by the Borrower of Net Disposition Proceeds in connection with any Disposition not permitted by Section 6.04, the Borrower shall prepay the Loans in an amount equal to such Net Disposition Proceeds, at par in accordance with Section 2.07(c).

(c)Each prepayment shall be applied ratably (other than prepayments made pursuant to Section 2.07(b)(i)) to the Loans and paid to the Lenders in accordance with their respective Applicable Percentages. Prepayments shall be accompanied by any outstanding fees required by Section 2.08, accrued interest to the extent required by Section 2.09 and any break funding payments required by Section 2.13.

Section 2.08.Fees. The Borrower shall pay to the Arrangers, the Administrative Agent and the Lenders, respectively, the fees in the amounts and at the times specified in the applicable Fee Letters. Fees paid shall not be refundable under any circumstances.

Section 2.09. Interest.

(a)The Loans shall bear interest at Term SOFR for each applicable Interest Period plus the Applicable Margin.

(b)Notwithstanding the foregoing, if any amount payable by the Borrower under this Agreement or any other Loan Document (including principal, interest, fees and other sums) is not paid when due, whether at stated maturity, by acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise applicable to such Loan as provided in paragraph (a) above or (ii) in the case of any other amount, 2% plus the rate applicable to the Loans as provided in paragraph (a) above. Additionally, upon the request of the Required Lenders, while any Event of Default has occurred and is continuing, the Borrower shall pay interest on the principal of all Loans outstanding hereunder at a rate per annum equal to 2% plus the rate otherwise applicable to the Loans as provided in paragraph (a) above.

(c)Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and at such other times as may be specified in this Agreement; provided that (i) interest accrued pursuant to Section 2.09(b) shall be payable on demand and (ii) in the event of a repayment or

prepayment of a Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment.

(d)All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to ABR at times when ABR is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable ABR or SOFR shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

(e)In connection with the use or administration of Term SOFR, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR.

Section 2.10. Alternate Rate of Interest.

(a)Subject to Section 2.11, if, on or prior to the first day of any Interest Period for any SOFR

Loan:

(i)the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that Term SOFR cannot be determined pursuant to the definition thereof for such Interest Period, or

(ii)the Required Lenders determine that Term SOFR for such Interest Period does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Loan, and the Required Lenders have provided notice of such determination to the Administrative Agent,

then, in each case, the Administrative Agent will promptly so notify the Borrower and each Lender.

(b)If the Administrative Agent notifies the Borrower and the Lenders pursuant to paragraph (a) above, any obligation of the Lenders to make SOFR Loans, and any right of the Borrower to continue SOFR Loans shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (a)(ii), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (A) the Borrower may revoke any pending Borrowing Request or, failing that, the Borrower will be deemed to have made a request for a borrowing of ABR Loans in the amount specified therein and (B) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such deemed conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 2.13. Subject to Section 2.11, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that Term SOFR cannot be determined pursuant to the definition thereof on any given day, the interest rate on ABR Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “ABR” until the Administrative Agent revokes such determination.

Section 2.11. Benchmark Replacement.

(a)Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the

Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a quarterly basis.

(b)In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

(c)The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark Replacement, (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement, (iii) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 2.11(d), or (iv) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.11, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole and absolute discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11.

(d)Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will no longer be representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(e)Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, (i) the Borrower may revoke any pending request for a borrowing of SOFR Loans and, failing that, the Borrower will be deemed to have made a request for a borrowing of ABR Loans and (ii) any outstanding affected SOFR Loans will be deemed to have been converted to ABR Loans at the end of the applicable Interest Period. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABR.

Section 2.12. Increased Costs.

(a)If any Change in Law shall:

(i)impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender;

(ii)impose on any Lender or the applicable interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender; or

(iii)subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes” and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;

and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, continuing, converting or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or to reduce the amount of any sum received or receivable by such Lender (whether of principal, interest or otherwise), then the Borrower will pay to such Lender, such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

(b)If any Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Loans made by, such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s or holding company, as applicable, with respect to capital adequacy and liquidity), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

(c)A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof.

(d)Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 270 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided, further, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

Section 2.13. Break Funding Payments. In the event of (a) the payment of any principal of any SOFR Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Defaul or an optional or mandatory prepayment of the Loans), (b) the conversion of any SOFR Loan to an ABR Loan other than on the last day of an Interest Period applicable thereto, (c) the failure to borrow or prepay any SOFR Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.07 (a) or 2.10 and is revoked in accordance therewith), or (d) the assignment of any SOFR Loan other than on the last day of an Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.17, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event, including any loss, cost or expense arising from the liquidation or redeployment of funds or from any fees payable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.13 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof.

Section 2.14. Withholding of Taxes; Gross-Up.

(a)Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.14) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made; provided, however, that the Borrower shall not be obligated to pay to any Recipient any additional amount for or on account of any Tax greater than that required to be deducted or withheld to a Qualifying Bank.

(b)Payment of Other Taxes by the Borrower. The Borrower shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at the option of the Administrative Agent timely reimburse it for, Other Taxes.

(c)Evidence of Payments. As soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority pursuant to this Section, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(d)Indemnification by the Borrower. The Borrower shall indemnify each Recipient, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.14) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(e)Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.04(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (e).

(f)Status of Lenders. Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(g)Survival. Each party’s obligations under this Section shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

(h)Defined Terms. For the avoidance of doubt, in this Section, the term “Applicable Law” includes FATCA.

Section 2.15. Payments Generally; Pro Rata Treatment; Sharing of Setoffs.

(a)The Borrower shall make each payment or prepayment required to be made by it hereunder (whether of principal, interest or fees, or of amounts payable under Section 2.12, Section 2.13 or Section 2.14, or otherwise) prior to 12:00 noon (New York City time) on the date when due or the date fixed for any prepayment hereunder, in immediately available funds, without setoff, recoupment or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices set forth in Section 9.01(a)(ii) (or such other offices as it may designate in accordance with Section 9.01(d)). The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars.

(b)If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder or under any other Loan Document (other than funds which are required to be applied in the manner required by Section 7.03), such funds shall be applied towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties.

(c)If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans or accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph (c) shall not be construed to apply to any payment (x) made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph (c) shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

(d)Unless the Administrative Agent shall have received, prior to any date on which any payment is due to the Administrative Agent for the account of the Lenders pursuant to the terms hereof or any other Loan Document (including any date that is fixed for prepayment by notice from the Borrower to the Administrative Agent pursuant to Section 2.07(a)), notice from the Borrower that the Borrower will not make such payment or prepayment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each applicable Lender severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

Section 2.16. Evidence of Indebtedness.

(a)Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from the Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(b)The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

(c)The entries made in the accounts maintained pursuant to paragraphs (a) and (b) above shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement.

Section 2.17. Mitigation Obligations; Replacement of Lenders.

(a)If any Lender requests compensation under Section 2.12, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loan hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 or 2.14, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b)If any Lender requests compensation under Section 2.12, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14, or if any Lender becomes Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or Section 2.14) and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loan, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.14, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Each party hereto agrees that (i) an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee, and (ii) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to and be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents as may be necessary to evidence such assignment as reasonably requested by the applicable Lender; provided that any such documents shall be without recourse to or warranty by the parties thereto.

Section 2.18. Defaulting Lenders.

Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

(a)the Commitment and outstanding Loan of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 9.02); provided that this paragraph (a) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of each Lender or each Lender directly affected thereby which (i) affects such Defaulting Lender differently than other affected Lenders, or (ii) would (A) change the percentage of Commitments or of the aggregate unpaid principal amount of the Loans, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, (B) amend this Section 2.1818 or Section 9.02, (C) increase or extend the Commitment of such Defaulting Lender or subject such Defaulting Lender to any additional obligations (it being understood that any amendment, waiver or consent in respect of conditions precedent, covenants, Defaults or Events of Default shall not

constitute an increase or extension of the Commitment of any Lender or an additional obligation of any Lender), (D) reduce the principal of, or interest on, the Loan made by such Defaulting Lender or (E) postpone any date fixed for any payment of principal of, or interest on, the Loan made by such Defaulting Lender or any fees or other amounts payable hereunder to such Defaulting Lender, and any such amendment, waiver or other modification shall in each case require the consent of such Defaulting Lender (which consent shall be deemed to have been given if such Defaulting Lender fails to respond to a request for such consent within 20 days);

(b)any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 2.15(b), Section 7.03 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, as the Borrower may request (so long as no Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement; fourth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement or under any other Loan Document; fifth, so long as no Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement or under any other Loan Document; and sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made at a time when the conditions set forth in Section 4.01 were satisfied or waived, such payment shall be applied solely to pay the Loans of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of the Loan of such Defaulting Lender until such time as all Loans are held by the Lenders pro rata in accordance with the applicable Commitments. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

ARTICLE III

Representations and Warranties

The Borrower represents and warrants to each of the Credit Parties that:

Section 3.01. Organization; Powers. Each of the Borrower and each of its Subsidiaries is a company duly incorporated and validly existing under the laws of the jurisdiction of its organization and has the corporate power and has obtained all required material authorizations to own its assets, conduct its business as presently conducted and to enter into, and comply with its obligations under, the Loan Documents to which it is a party or will, in the case of any Loan Document not executed as at the date of this Agreement, when that Loan Document is executed, have the corporate power to enter into, and comply with its obligations under, that Loan Document (notwithstanding the Borrower’s compliance with the periodic information regime pursuant to Communication “A” 6401 and Communication “A” 6795 of the BCRA, as amended and supplemented from time to time).

Section 3.02. Authorization; Enforceability. The Transactions are within the Borrower’s corporate or other organizational powers and have been duly authorized by all necessary corporate or other organizational and, if required, stockholder action. This Agreement and each other Loan Document to which the Borrower is a party have been duly executed and delivered by the Borrower and constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their terms, subject to applicable Debtor Relief Laws and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Section 3.03. Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except

such as have been obtained or made and are in full force and effect, and with respect to the Acquisition, the Antitrust Approval and the ENACOM Approval as disclosed and contemplated in the Acquisition Documents, which shall be requested and obtained as set forth therein, (b) will not violate any Applicable Law or regulation or the Organizational Documents of the Borrower or any Subsidiary thereof or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or its assets (including the Acquisition Documents), or give rise to a right thereunder to require any payment to be made by the Borrower or any Subsidiary thereof, and (d)will not result in the creation or imposition of, or the requirement to create, any Lien on any asset of the Borrower or any Subsidiary thereof.

Section 3.04. Financial Condition; No Material Adverse Change.

(a)The Consolidated and unconsolidated audited financial statements of the Borrower and its Subsidiaries for the Financial Year ending on December 31, 2023, and the Consolidated and unconsolidated unaudited financial statements of the Borrower and its Subsidiaries for the Fiscal Quarter ending on September 30, 2024:

(i)have been prepared in accordance with the Accounting Standards, and give a true and fair view of the financial condition of the Borrower and its Subsidiaries as of the date as of which they were prepared and the results of the operations of the Borrower and its Subsidiaries during the period then ended in all material respects; and

(ii)disclose all material liabilities (contingent or otherwise) of the Borrower and its Subsidiaries, and the reserves, if any, for such liabilities and all unrealized or anticipated liabilities and losses arising from commitments entered into by the Borrower or any of its Subsidiaries (whether or not such commitments have been disclosed in such financial statements).

(b)Since December 31, 2023, there has been no material adverse change in the business, assets, operations, prospects or condition, financial or otherwise, of the Borrower and its Subsidiaries taken as a whole.

Section 3.05. Properties.

(a)Each of the Borrower and its Subsidiaries has good and marketable title to all of the assets purported to be owned by it (except such minor defects that are not reasonably expected to have a Material Adverse Effect) and possesses a valid leasehold interest in all assets which it purports to lease, in all cases free and clear of all Liens, other than Permitted Liens, and no contracts or arrangements, conditional or unconditional, exist for the creation by the Borrower or any of its Subsidiaries of any Lien;

(b)Schedule 3.05 sets forth each Investment of the Borrower and its Subsidiaries in excess of $20,000,000 that exists as of September 30, 2024.

(b) The Borrower and its Subsidiaries own, or are licensed to use, all trademarks, trade names, service marks, copyrights, patents, franchises, licenses and other intellectual property rights that are necessary for the operation of their respective businesses, as currently conducted, and the use thereof by the Borrower and its Subsidiaries does not conflict with the rights of any other Person, except to the extent that such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. The conduct of the business of the Borrower and its Subsidiaries as currently conducted or as contemplated to be conducted does not infringe upon or violate any rights held by any other Person, except to the extent that such infringements and violations, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the foregoing is pending or, to the knowledge of the Borrower, threatened, that could reasonably be expected to be adversely determined, and, if so determined, could reasonably be expected to have a Material Adverse Effect.

Section 3.06. Litigation and Environmental Matters.

(a)There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Subsidiary thereof (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect or (ii) that involve the Loan Documents or the Transactions.

(b)Except with respect to any matters that, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, neither the Borrower nor any of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) knows of any basis for any permit, license or other approval required under any Environmental Law to be revoked, canceled, limited, terminated, modified, appealed or otherwise challenged, (iii) has or could reasonably expected to become subject to any Environmental Liability, (iv) has received notice of any claim, complaint, proceeding, investigation or inquiry with respect to any Environmental Liability (and no such claim, complaint, proceeding, investigation or inquiry is pending or, to the knowledge of the Borrower, is threatened or contemplated) or (v) knows of any facts, events or circumstances that could give rise to any basis for any Environmental Liability.

Section 3.07. Compliance with Laws and Agreements; Labor Matters; No Default. The Borrower and its Subsidiaries are in compliance with all Applicable Laws (including Environmental Laws) applicable to them or their property and all indentures, agreements and other instruments binding upon them or their property, except to the extent the failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

(b)Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) there is (x) no unfair labor practice complaint and no labor dispute proceeding arising out of or under collective bargaining agreements against the Borrower or any of its Subsidiaries pending or threatened before any Governmental Authority, (y) no strike, labor dispute, slowdown or stoppage pending or, to the knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries and (z) no union representation existing, or union organizing activities taking place, with respect to the employees of the Borrower or its Subsidiaries, and (ii) there has been no violation by the Borrower or its Subsidiaries of any Applicable Law relating to discrimination in hiring, promotion or pay of employees or of any applicable wage or hour laws.

(c)The Borrower and its Subsidiaries are in compliance with the Argentine Foreign Exchange Regulations, if applicable, and no filings (other than the periodic information regime pursuant to Communication “A” 6401 and Communication “A” 6795 of the BCRA, as may be amended, supplemented and amended and restated from time to time) are necessary for the payments set forth in the Loan Documents to be made, and (B) no foreign exchange restrictions or requirements that limit the availability or transfer of foreign currency through the Argentine Foreign Exchange Market are in effect in the Country that would or would reasonably be expected to adversely affect compliance with the performance by the Borrower of each and all of its obligations of whatever nature under the Loan Documents; provided, however, that the Argentine Foreign Exchange Regulations impose the fulfilment of certain conditions and requirements for the making of payments under the Loans through the Argentine Foreign Exchange Market including, without limitation, (i) remitting to Argentina the proceeds of the Loans and exchanging such proceeds for Pesos within the timeframes set forth in the Argentine Foreign Exchange Regulations, if applicable, and (ii) complying with the reporting requirements set forth in Communication “A” 6401 and Communication “A” 6795 of the BCRA, as amended from time to time.

(d)No Default has occurred and is continuing, and the execution, delivery and performance of this Agreement and the other Loan Documents by the Borrower will not cause or result in a breach, violation or default in respect of any other agreement of the Borrower.

Section 3.08. Investment Company Status. Neither the Borrower nor any of its Subsidiaries is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

Section 3.09. Taxes.

(a)The Borrower and its Subsidiaries have timely filed or caused to be filed all Tax returns and reports required to have been filed and have paid or caused to be paid all Taxes required to have been paid by them, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect.

(b)No stamp or other issuance or transfer taxes or duties and no capital gains, income, withholding or other Taxes are payable by or on behalf of the Administrative Agent or the Lenders to any applicable Governmental Authority in any applicable jurisdiction or any political subdivision or taxing authority thereof or therein in connection with the execution, delivery, performance or enforcement of the Loan Documents; provided, however, that as of the date hereof, all payments of interest under this

Agreement by the Borrower to a Lender located outside Argentina are subject to withholding of Argentine income tax at: (i) a rate of 15.05% if such Lender is a Qualifying Bank, (ii) a lower rate if such Lender is resident in a country that has a treaty to avoid double taxation in force in the Country, to the extent such Lender complies with all requisites for the application of such treaty or (iii), a rate of 35% if neither of the conditions indicated in clauses (i) and (ii) above are met; provided that nothing in this clause (b) shall be deemed to limit or otherwise diminish or reduce any of the parties’ respective obligations otherwise set forth in this Agreement.

Section 3.10. Employee Benefit Plans. Each of the Borrower and its Subsidiaries is in compliance in all material respects with its respective obligations relating to all employee benefit plans established, maintained or contributed to by it and does not have outstanding any material liabilities with respect to any such employee benefit plans.

Section 3.11. Disclosure.

(a)The Borrower has disclosed to the Credit Parties all agreements, instruments and corporate or other restrictions to which it or any of its respective Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. None of the reports, financial statements, certificates or other information furnished by or on behalf of the Borrower or any of its Subsidiaries to any Credit Party in connection with the negotiation of this Agreement and the other Loan Documents, or delivered hereunder or thereunder (as modified or supplemented by other information so furnished), contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

(b)As of the Closing Date, to the best knowledge of the Borrower, the information included in the Beneficial Ownership Certification provided by it on or prior to the Closing Date in connection with this Agreement is true and correct in all respects, and as of the date delivered, to the best knowledge of the Borrower, the information included in any Beneficial Ownership Certification provided pursuant to Section 5.03(i) is true and correct in all respects.

Section 3.12. Anti-Corruption Laws and Sanctions.The Borrower and its Subsidiaries have instituted and maintain policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with applicable Anti-Corruption Laws and applicable Sanctions.

(b)The Borrower, its Subsidiaries and their respective officers and directors, and (to the knowledge of the Borrower) their respective employees and agents, are in compliance with applicable Anti- Corruption Laws, Anti-Money Laundering Laws and Sanctions and are not knowingly engaged in any activity that would reasonably be expected to result in the Borrower or any Subsidiary thereof being designated as a Sanctioned Person.

(c)Neither the Borrower, nor any Subsidiary thereof, nor any of their respective directors officers, employees, agents or affiliates (i) is a Sanctioned Person or (ii) is aware of or has taken any action, directly or indirectly, that would result in a violation by such Persons of any applicable Anti-Corruption Laws, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the U.S. Foreign Corrupt Practices Act of 1977) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of any applicable Anti- Corruption Laws. The Transactions will not violate any applicable Anti-Corruption Law or applicable Sanctions.

(d)The foregoing representations in this Section 3.12 will not apply to any party hereto to which the Blocking Regulation (applies, if and to the extent that such representations are or would be unenforceable by or in respect of that party pursuant to, or would otherwise result in a breach and/or violation of, any provision of the Blocking Regulation.

Section 3.13. EEA Financial Institution. The Borrower is not an EEA Financial Institution.

Section 3.14. Margin Regulations. The proceeds of the Loans hereunder will be used solely as set forth in Section 5.11, and no part of such proceeds will be used for the purpose (whether immediate, incidental or ultimate) of buying or carrying any Margin Stock. The Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying Margin Stock, or extending credit to others for the purpose of purchasing or carrying Margin Stock.

Section 3.15. Solvency. The Borrower and its Subsidiaries taken as a whole are and will be Solvent after giving effect to the consummation of the Transactions.

Section 3.16. Insurance. The Borrower and its Subsidiaries are insured by recognized, financially sound institutions with policies in such amounts and with such deductibles and covering such risks as are generally deemed adequate and customary for their respective businesses including, without limitation, policies covering the material real and personal property owned or leased by the Borrower and its Subsidiaries against theft, damage, destruction, acts of vandalism, flood and earthquakes. The Borrower and its Subsidiaries are in full compliance with the terms of such policies and instruments in all material respects; and there are no material claims by the Borrower or any Subsidiary thereof under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause. The Borrower has no reason to believe that it and its Subsidiaries will not be able (i) to renew their existing insurance coverage as and when such policies expire or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct their respective businesses as now conducted and at a cost that would not be expected to have a Material Adverse Effect.

Section 3.17. Ranking. The payment obligations of the Borrower hereunder and under the other Loan Documents to which it is a party are (and will at all times be) unconditional general obligations of the Borrower, and rank (and will at all times rank) at least pari passu with all other present and future unsubordinated Liabilities of the Borrower, other than any Liabilities of the Borrower having priority solely by operation of Applicable Law.

Section 3.18. No Immunity. The Borrower, and its obligations under the Loan Documents, are subject to civil and commercial law and to suit and neither the Borrower nor any of its respective properties, assets or revenues have any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief in any such legal action, suit or proceeding, from setoff or counterclaim, from the jurisdiction of New York State or U.S. federal courts or any court of any jurisdiction in which the Borrower owns or leases property or assets, from service of process, attachment upon or prior to judgment, or attachment in aid of execution of judgment, or from execution or enforcement of a judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of a judgment, in any such court, with respect to its obligations or liabilities or any other matter under or arising out of or in connection with this Agreement or any other Loan Document; and, to the extent that the Borrower or any of its properties, assets or revenues may have or may hereafter become entitled to any such right of immunity in any such court in which proceedings may at any time be commenced, the Borrower has waived or will waive such right to the extent permitted by law and has consented to such relief and enforcement as provided in the Loan Documents; provided, however, that pursuant to Section 243 of the Argentine Civil and Commercial Code, if there are any rights of any creditor of the Borrower with respect to those assets of the Borrower which are deemed to be directly assigned to the rendering of a public service, such rights may not in any manner jeopardize the rendering of the public service.

Section 3.19. Choice of Law; Consent to Jurisdiction. Under the applicable law of the Country, the choice of the law of New York to govern this Agreement and the other Loan Documents subject to New York law is valid and binding. The Borrower’s consent to the jurisdiction of the courts of the United States of America located in the Southern District of New York and the courts of the State of New York located in the Borough of Manhattan as provided in Section 9.09(c) (Jurisdiction) is valid, binding and irrevocable, and service of process effected in the manner provided in Section 9.09(e) will be effective to confer personal jurisdiction over the Borrower in such courts.

Section 3.20. No Material Omissions. None of the representations and warranties in this ARTICLE III omits any matter the omission of which makes any of such representations and warranties misleading in any material respect; provided, that notwithstanding the foregoing, the Borrower shall not be deemed to make any representation or warranty except as expressly set forth in this Agreement.

Section 3.21. Center of Main Interests. Regulation EU 2015/848. The Borrower represents and warrants that its center of main interests (“COMI”) is not located within an EEA Member Country. Specifically, the Borrower’s COMI is situated in the Country, where the Borrower conducts the administration of its interests on a regular basis, ascertainable by third parties. The Borrower further represents and warrants that no actions or structural changes have been made or are contemplated that could reasonably be expected to result in a shift of its COMI to within an EEA Member Country.

Section 3.22. Indebtedness. Schedule 3.22 sets forth all Financial Debt of the Borrower and its Subsidiaries, as of September 30, 2024 in excess of $10,000,000 and there exists no outstanding default thereunder

Section 3.23. Legal Form. This Agreement is in proper legal form for its enforcement against the Borrower under the laws of the Country; provided, that such enforcement shall be subject to: (i) compliance with the requirements of Sections 517 and 519 of Law No. 17,454, as amended and supplemented (Argentine Civil and Commercial Procedures Code) relating to the execution of foreign judgments; (ii) limitations arising from bankruptcy, insolvency, reorganization (including quiebra, concurso preventivo and acuerdo preventivo extrajudicial), fraudulent conveyance, moratorium or similar laws relating to, or affecting, enforcement of creditors’ rights; (iii) general principles of law, including reasonableness, good faith, fair dealing and regular exercise of rights; (iv) pursuant to Laws No. 24,573 and 26,589, the regulatory Decree No. 1,467/2011 (as amended and supplemented) and other ancillary regulations (as amended and supplemented), certain mediation procedures must be exhausted prior to the initiation of lawsuits in the Country, with the exception, among others, of bankruptcy and summarized foreclosure proceedings (which include the enforcement of foreign judgments), in which cases mediation remains optional for the plaintiff; (x)the limitations to foreclosure of property which is determined by law or the courts of the Country for the validity and enforceability of each of the Loan Documents (including any necessary registration, recording or filing with any court or other authority in the Country) have been accomplished, and no other Taxes are required to be paid to the Country, or to any of its political subdivisions (other than any applicable court tax (tasa de justicia), if necessary); and (vi) a translation by a public translator into the Spanish language of any document written in a different language shall be required, for the admissibility in evidence in court of the Country of any such document. It is not necessary to ensure the legality, validity, enforceability or admissibility into evidence in the Country of the Loan Documents that any thereof be filed, recorded or enrolled with any Governmental Authority.

Section 3.24. Subsidiaries. The entities listed on Schedule 3.25 are the only Subsidiaries of the Borrower, and Schedule 3.25 correctly sets forth, as of the date hereof, (i) the percentage ownership (direct and indirect) of the Borrower in each class of capital stock of each of its Subsidiaries, and the direct owner thereof and (ii) the percentage ownership (direct and indirect) of each holder in each class of capital stock of the Borrower, and the direct owner thereof.

Section 3.25. Cure Period for Negative Covenants in Other Financial Debt. The Borrower represents and warrants that none of its existing Financial Debt (other than the Financial Debt under the EDC Credit Agreements and the Finnvera Credit Agreements) contains an event of default with respect to the breach of negative covenants that has a grace or cure period that is shorter or more beneficial to the lender(s) under such facility than the one provided under Section 7.01(e).

ARTICLE IV

Conditions

Section 4.01. Closing. The obligation of each Lender to make its Loan available to the Borrower in connection with the Borrowing on the Borrowing Date is subject to satisfaction of each of the following conditions precedent to the satisfaction of each Lender and the Administrative Agent (unless otherwise waived in accordance with Section 9.02):

(a)Loan Documents. The Administrative Agent shall have received from each other party hereto a counterpart of (i) this Agreement, (ii) in the case of the Borrower, a Borrowing Request pursuant to Section 2.03 in relation to the Borrowing to be made on the Closing Date and (iii) each other Loan Document, each signed on behalf of each party thereto (which, subject to Section 9.06(b), may include any Electronic Signatures transmitted by any Electronic Means).

(b)Legal Opinions. The Administrative Agent shall have received a favorable written opinion of (i) Cleary Gottlieb Steen & Hamilton LLP, New York counsel for the Borrower, (ii) EGFA Abogados, Argentine counsel for the Borrower, (iii) Linklaters LLP, New York counsel for the Administrative Agent and the Lenders, and (iv) Tavarone, Rovelli, Salim Miani, Argentine counsel for the Administrative Agent and the Lenders, each addressed to the Administrative Agent and the Lenders and dated the Closing Date, each in form and substance satisfactory to the Administrative Agent and each Lender, and covering such matters relating to the Borrower, this Agreement and the other Loan Documents and/or the Transactions as the Administrative Agent or any Lender shall reasonably request (and the Borrower hereby requests such counsels to deliver such opinions).

(c)Organizational Documents, etc. The Administrative Agent shall have received (i) the Organizational Documents of the Borrower, certified by a Responsible Officer thereof as of the Closing Date, (ii) a Certificate of Incumbency and Authority of the Borrower dated the Closing Date, (iii) a solvency certificate in a form acceptable to the Lender and (iv) such other documents and certificates as the Administrative Agent (or its counsel) or any Lender may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Transactions and of the Borrower’s signatories in connection therewith, and any other legal matters relating to the Borrower, this Agreement or the Transactions, all in form and substance satisfactory to the Administrative Agent (and its counsel) and the Lenders.

(d)Closing Certificate. The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming compliance with the conditions set forth in paragraph (i), (k), (l), (m), (o), (p) and (q) below.

(e)Fees. The Arrangers and the Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date pursuant to the Fee Letters or otherwise, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder (or, in the event any such fees, expenses or other amounts are paid directly to the Credit Party or other Person to which they are owed, the Administrative Agent shall have received evidence of such Credit Party’s or other Person’s receipt thereof).

(f)Financial Statements. The Administrative Agent shall have received the audited financial statements and the unaudited quarterly financial statements of the Borrower referred to in Section 3.04.

(g)KYC. (i) Each Credit Party shall have received, at least three (3) days prior to the Closing Date, all documentation and other information regarding the Borrower requested in connection with applicable “know your customer” and Anti-Money Laundering Laws and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, any Credit Party that has requested in a written notice to the Borrower given at least five (5) days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower, shall have received such Beneficial Ownership Certification; provided that, upon the execution and delivery by such Credit Party of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied.

(h)Other Documents. The Administrative Agent shall have received such other documents as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request.

(i)Authorizations. The Borrower shall have received all approvals or authorizations, if any, required to be obtained from any Governmental Authority or other third party to enable the Borrower to comply with any of its obligations under the Loan Documents and the Acquisition Documents, to the extent applicable.

(j)Process Agent Appointment Letter. The Administrative Agent shall have received evidence that the Process Agent for the Borrower has been duly appointed and has accepted and holds such appointment without reservation during the period commencing on the Effective Date and ending 12 months after the Maturity Date.

(k)Representations and Warranties. The representations and warranties of the Borrower set forth in this Agreement and any other Loan Document shall be true and correct on and as of the Borrowing Date.

(l)No Default. At the time of and immediately after giving effect to the Borrowing, no Default shall have occurred and be continuing.

(m)Acquisition Documents. The Acquisition shall have been consummated or shall be consummated simultaneously with the funding of the Loans and the effectiveness of this Agreement in all material respects in accordance with applicable law and the terms of the Acquisition Documents, after giving effect to any modifications, amendments, consents or waivers not prohibited by this Agreement. The Acquisition Documents shall not have been amended, waived or modified, and no consent shall have been granted thereunder, by the Borrower or any of its Affiliates in a manner materially adverse to the interests of any Arranger or the Lenders without the consent of such Arranger or Lenders (such consent not to be unreasonably withheld, delayed or conditioned) it being understood that (x) the granting of any consent under the Acquisition Documents that is not materially adverse to the interests of the Arrangers and the Lenders will not otherwise constitute an amendment, modification or waiver of the Acquisition Documents, any increase in the consideration payable by the Borrower for the Acquired TMA Equity Interests will be deemed not to be materially adverse to the interests of the Arrangers and the Lenders so long as such increase is not funded by the incurrence of Financial Debt of the Borrower or any of its Subsidiaries and (z) any reduction in the consideration payable by the Borrower for the Acquired TMA Equity Interests shall not be deemed to be materially adverse to the interests of the Arrangers and the Lenders so long as such reduction is applied to reduce the amount of the Commitments.

(n)Engagement Letter. The parties thereto shall have entered into the Engagement Letter.

(o)Financial Debt under the Acquisition Documents. The aggregate amount of Financial Debt incurred to finance the purchase of the Acquired TMA Equity Interests shall not exceed $1,200,000,000, and the only Financial Debt permitted to be incurred to finance such purchase shall be (i) the Loans hereunder and (ii) the ICBC Loan.

(p)Debt-Free Acquisition. The Borrower shall not, pursuant to the terms of the Acquisition Documents, assume or be responsible for (i) any Financial Debt of TMA and its Subsidiaries existing and outstanding as of the Closing Date or (ii) any other material Liabilities, including but not limited to Liabilities owed to any Governmental Authority, other than Liabilities incurred in the ordinary course of business.

(q)No Violations. After giving effect to the Borrowing, the Borrower and its Subsidiaries will not be in violation of:

(i)their Organizational Documents.

(ii)any provision contained in any document to which they are a party (including this Agreement) or by which they are bound; or

(iii)any law, rule, regulation, Authorization in the Country directly or indirectly limiting or otherwise restricting its borrowing or guarantee power or authority or its ability to borrow or guarantee.

(r)Custody Agreement. The Borrower, the Lenders and the Administrative Agent shall have entered into the Custody Agreement, and the Borrower shall have delivered the deliverables thereunder (including legal opinions) to the Arrangers’ satisfaction.

The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 3:00 p.m. (New York City time) on February 26, 2025 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time). The delivery of a Borrowing Request shall be deemed to constitute a representation and warranty by the Borrower on the date thereof and as of the Borrowing Date as to the matters specified in paragraphs (i), (k), (l), (m), (o), (p) and (q) of this Section 4.01.

ARTICLE V

Affirmative Covenants

Until the Commitments have expired or been terminated and all Obligations have been paid in full, the Borrower covenants and agrees with the Credit Parties that:

Section 5.01. Reporting Requirements.

(a)Quarterly Financial Statements and Reports. Except to the extent the following quarterly financial statements and reports are available on the Borrower’s website, the Borrower shall deliver to the Lenders:

(i)As soon as available but in any event within 45 days after the end of each of the first three calendar quarters of each Financial Year:

(A)

2 copies of the Borrower’s and each of its Subsidiaries’ complete unaudited financial statements for such quarter prepared, on both a Consolidated Basis and an unconsolidated basis, in accordance with the Accounting Standards and on a basis consistent with the Borrower’s audited financial statements, in each case, certified by the Borrower’s chief financial officer (or in his or her absence, by an Authorized Representative of the Borrower);

(B)

The quarterly reports disclosed by the Borrower to the market; and

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(ii)As soon as available but in any event within 60 days after the end of the first three calendar quarters of each Financial Year, a report (in a form pre-agreed by the Required Lenders), signed by the Borrower’s chief financial officer (or in his or her absence, by an Authorized Representative of the Borrower), concerning compliance with the financial covenants in this Agreement.

provided that, for the avoidance of doubt, if any of the financial statements and reports described in this Section 5.01(a) are no longer available on the Borrower’s website or if the Borrower is delisted or otherwise no longer required by applicable law to publish on its website any such financial statements or reports, the Borrower shall furnish such financial statements or reports, as the case may be, directly to the Lenders.

(b)Annual Financial Statements and Reports.

(i)Except to the extent the following annual financial statements and reports are available on the Borrower’s website, the Borrower shall deliver to the Lenders, as soon as available but in any event within 90 days after the end of each Financial Year:

(A)	2 copies of its and each of its Subsidiaries’ complete and audited financial statements for that Financial Year which are in agreement with its books of account and prepared, on both a Consolidated Basis and an unconsolidated basis, in accordance with the Accounting Standards, together with an unqualified audit report on them from the Auditors, all in form satisfactory to the Required Lenders;
(B)	A report (in a form pre-agreed by the Required Lenders) signed by the Borrower’s chief financial officer (or in his or her absence, by an Authorized Representative of the Borrower) certifying (x) compliance with the Net Debt to EBITDA Ratio and the Interest Coverage Ratio pursuant to Section 5.17 (specifying whether for such period such ratios were calculated only on a Consolidated Basis or both on an unconsolidated basis and on a Consolidated Basis pursuant to Section 5.17), (y) that such officer or Authorized Representative is not aware of any non-compliance by the Borrower with the covenants in ARTICLE VI of this Agreement, and, where applicable, detailing any non-compliance, and (z) that all transactions between the Borrower and its Subsidiaries and each of their respective Affiliates, if any, during that Financial Year, complied with the covenant in Section 6.08; and
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(C)	A report, signed by the Borrower’s chief financial officer (or in his or her absence, by an Authorized Representative of the Borrower) updating the identity of each of the Permitted Holders disclosed in Schedule 3.26 based on information submitted to the relevant Governmental Authority in the Country;
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provided, that, for the avoidance of doubt, if any of the financial statements and reports described in this Section 5.01(b)(i) are no longer available on the Borrower’s website or if the Borrower is delisted or otherwise no longer required by applicable law to publish on its website any such financial statements or reports, the Borrower shall furnish such financial statements or reports, as the case may be, directly to the Lenders, at the Lender’s satisfaction.

(ii)With respect to the Borrower’s Operations and except to the extent available on the Borrower’s website:

(A)	if the filing of Form 20-F by the Borrower with the SEC is required by applicable law, as soon as available but in any event no later than May 1 of each Financial Year, deliver to the Lenders a copy of the Form 20-F for that Financial Year filed by the Borrower with the SEC or,
(B)	if the filing of Form 20-F by the Borrower with the SEC is no longer required by applicable law, as soon as available but in any event no later than May 1 of each Financial Year, deliver to the Lenders a report by the Borrower on its Operations during that Financial Year, in the form of, and addressing the topics listed in, Schedule 5.01; and
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(C)	if the filing of Form 6-K by the Borrower with the SEC is required by applicable law, as soon as available but in any event no later than 6 months after the Borrower’s second Fiscal Quarter of each Financial Year, deliver to the Lenders a copy of the Form 6-K for that Financial Year filed by Telecom Argentina S.A. with the SEC; or
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(D)	if the filing of Form 6-K by the Borrower with the SEC is no longer required by applicable law, as soon as available but in any event no later than 6 months after the Borrower’s second Fiscal Quarter of each Financial Year, deliver to the Lenders (x) an unaudited interim balance sheet as of the end of the Borrower’s second Fiscal Quarter of such Financial Year and (y) an unaudited semi-annual income statement covering the first two Fiscal Quarters of such Financial Year;
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provided, that, for the avoidance of doubt, if any of the filings and reports under this Section 5.01(b)(ii) are no longer available on the Borrower’s website or if the Borrower is delisted or otherwise no longer required by applicable law to publish on its website any such filings or reports, the Borrower shall furnish such filings or reports, as the case may be, directly to the Lenders.

Section 5.02. Certificates; Other Information. The Borrower will furnish to the Administrative Agent for distribution to each Lender (including Public Lenders, to the extent specified in Section 9.13(b), promptly following any request therefor, copies of any audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent public accountants in connection with the accounts or books of the Borrower or any Subsidiary, or any audit of any of them as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request.

Documents required to be delivered pursuant to Section 5.01 and this Section 5.02 may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which such documents are posted on the Borrower’s behalf on an internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether made available by the Borrower or the Administrative Agent); provided that: (A) upon written request by the Administrative Agent (or any Lender through the Administrative Agent) to the Borrower, the Borrower shall deliver paper copies of such documents to the Administrative Agent or such Lender until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (B)the Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender, and each

Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such document to it and maintaining its copies of such documents.

Section 5.03. Notices of Material Events. The Borrower will promptly, and in any event no later than five (5) Business Days thereafter, furnish to the Administrative Agent for distribution to each Lender (including Public Lenders, to the extent specified in Section 9.13(b) prompt written notice of the following:

(a)the occurrence of any Default;

(b)the occurrence of any Change of Control;

(c)the filing, commencement or any judgment or decision rendered pertaining to any Proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any Subsidiary, including pursuant to any applicable Environmental Laws, that, if adversely determined, could reasonably be expected to have a Material Adverse Effect;

(d)notice of any action arising under any Environmental Law or of any noncompliance by the Borrower or any Subsidiary thereof with any Environmental Law or any permit, approval, license or other authorization required thereunder that, if adversely determined, could reasonably be expected to have a Material Adverse Effect;

(e)any material change in accounting or financial reporting practices by the Borrower or any Subsidiary;

(f)details of any legal claim, proceeding, formal notice or formal investigation against the Borrower or any Subsidiary thereof for violation of Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions, to the extent such notice is permitted by Applicable Law;

(g)any matter or development arising or occurring since the date of this Agreement that has had, or could reasonably be expected to have, a Material Adverse Effect;

(h)any change in the information provided in the Beneficial Ownership Certification most recently delivered pursuant to this Agreement that would result in a change to the list of beneficial owners identified in such certification; and

(i)any event in connection with the Acquisition if such event is materially adverse to the Lenders.

Each notice delivered under this Section 5.03 shall (i) be in writing, (ii) contain a heading or other reference that it constitutes a “notice under Section 5.03[•]” of this Agreement (or, in the case of a notice under clause (a) above, a “notice of Default under Section 5.03(a)” of this Agreement) and (iii) be accompanied by a statement of a Responsible Officer setting forth the details of the occurrence requiring such notice and stating what action the Borrower has taken and/or proposes to take with respect thereto.

Section 5.04. Preservation of Existence; Etc.

(a)The Borrower will, and will cause each of its Subsidiaries to, (i) preserve, renew and maintain in full force and effect its legal existence and good standing (if applicable) under the laws of its jurisdiction of organization, (ii) take all reasonable action to maintain all rights, licenses, permits, privileges and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect, and (iii) preserve or renew all of its registered intellectual property rights (including patents, trademarks, trade names and service marks), the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

(b)The Borrower will promptly obtain or make, and at all times maintain in full force and effect, all licenses, recordations, registrations, consents or authorizations of, or approvals by, any Governmental Authority, as may from time to time be necessary under the laws of its jurisdiction of organization for the execution and performance by it, and for the validity and enforcement of, any Loan Document.

Section 5.05. Payment of Obligations. The Borrower will, and will cause each of its Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, could have a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, and (b) the Borrower or such Subsidiary has set aside

on its books adequate reserves with respect thereto to the extent required in accordance with the Accounting Standards,

Section 5.06. Maintenance of Properties; Insurance. The Borrower will, and will cause each of its Subsidiaries to:

(a)keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and make all necessary repairs thereto and renewals and replacements thereof; provided, that nothing in this clause (a) prevents the Borrower from discontinuing the use, operation or maintenance of any of such properties or disposing of any of them, if such discontinuance or disposal is (i) in the reasonable judgment of the Borrower and consistent with its past practices, desirable in the conduct of the business of the Borrower and (ii) in the case of any disposal, permitted under Section 6.04; and

(b)maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations.

Section 5.07. Books and Records; Inspection Rights; Auditors. The Borrower will, and will cause each of its Subsidiaries to:

(a)keep proper books of record and account in which full, true and correct entries in conformity with the Accounting Standards consistently applied are made of all dealings and transactions in relation to its business and activities; and

(b)Upon any Lender’s request and with reasonable prior notice to the Borrower, permit representatives of such Lender, during normal office hours, to:

(i)visit any of the sites and premises where the business of the Borrower or any of its Subsidiaries is conducted;

(ii)inspect any sites, facilities, plants and equipment of the Borrower and any of its Subsidiaries;

(iii)have access to the books of account and all records and any of its Subsidiaries;

(iv)with prior notice to the Borrower, have access to those employees, agents and contractors of the Borrower who have or may have knowledge of matters with respect to which such Lender seeks information; and

(v)conduct appraisals, inspect documents, plans, procedures, and audit the state of Borrower’s compliance with the requirements pertaining to the Environmental and Social Issues and Environmental Laws;

provided, that (A) such access shall not include information that is or contains trade secrets or information that is protected by attorney-client privilege, and (B) no such reasonable prior notice shall be necessary if an Event of Default or Default is continuing or if special circumstances so require.

(c)maintain at all times a firm of internationally recognized independent public accountants acceptable to the Lenders as auditors of the Borrower and its Subsidiaries; provided, that PricewaterhouseCoopers, Deloitte & Touche, KPMG and Ernst & Young shall be deemed acceptable to the Lenders.

Section 5.08. Compliance with Laws and Agreements; Labor Matters; Anti-Corruption Laws and Sanctions.

(a)The Borrower will, and will cause each of its Subsidiaries to, comply with all Applicable Laws applicable to it or its property, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect (without limiting the obligations of the Borrower under paragraph (d) below).

(b)Except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect, the Borrower will, and will cause each of its Subsidiaries to, comply with all of its agreements.

(c)Except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect, the Borrower will, and will cause each of its Subsidiaries to, (i) comply with all Environmental Laws, (ii) obtain, maintain in full force and effect and comply with any permits, licenses or approvals required for the facilities or operations of the Borrower or any Subsidiary thereof, and (iii) conduct and complete any investigation, study, sampling or testing, and undertake any corrective, cleanup, removal, response, remedial or other action necessary to identify, report, remove and clean up all Hazardous Materials present or released at, on, in, under or from any of the facilities or real properties of the Borrower or any Subsidiary thereof.

(d)The Borrower and its Subsidiaries will comply with, and will maintain in effect and enforce, policies and procedures designed to ensure compliance by their respective directors, officers, employees and agents with, applicable Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions.

Section 5.09. Authorizations. (i) the Borrower will obtain and maintain in force (and where appropriate, renew in a timely manner) all material Authorizations, including without limitation the Authorizations specified in Schedule 5.09, which are necessary for the implementation of the Transactions, the carrying out of the business and Operations of the Borrower and its Subsidiaries generally and the compliance by the Borrower and its Subsidiaries with all their respective obligations under the Loan Documents; and (ii) comply with all the conditions and restrictions contained in, or imposed on the Borrower or any of its Subsidiaries by, those Authorizations; provided, that nothing in this Section 5.09 shall prevent the Borrower from terminating or relinquishing any Authorization (or any portion thereof) if such Authorization (or such portion) is no longer necessary, under applicable law, for the Operations of the Borrower.

Section 5.10. Argentine Foreign Exchange Market. The Borrower undertakes to comply with all Argentine Foreign Exchange Regulations and all conditions set forth therein for purposes of or in connection with making payments under the Loans through the Argentine Foreign Exchange Market including, without limitation, (i) remitting to Argentina the proceeds of the Loans and exchanging such proceeds for Pesos within the timeframes set forth in the Foreign Exchange Regulations, if applicable, and (ii) complying with the reporting requirements set forth in Communication “A” 6401 and Communication “A” 6795 of the BCRA, as amended, of the BCRA.

Section 5.11. Antitrust Approval. As soon as possible following the Closing Date (but in any event within seven days as from the Closing Date), the Borrower shall make a filing with the Comisi ó n Nacional de Defensa de la Competencia (the “CNDC”) in order to obtain the authorization of the Transactions pursuant to Antitrust Law No. 27,442.

Section 5.12. Pension Plans. The Borrower will comply with all material requirements relating to any pension or employee benefit plans.

Section 5.13. Use of Proceeds. The proceeds of the Loans will be used solely for purposes of (i) financing the consideration payable by the Borrower for the Acquired TMA Equity Interests pursuant to the Acquisition Documents and (ii) paying fees and expenses incurred in connection with the Transactions.

Section 5.14. Accuracy of Information. The Borrower will ensure that any information, including financial statements or other documents, furnished to the Administrative Agent or the Lenders in connection with this Agreement, any other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder contains no material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the furnishing of such information shall be deemed to be a representation and warranty by the Borrower on the date thereof as to the matters specified in this Section 5.14.

Section 5.15. Ranking; Priority. The Borrower will promptly take all actions as may be necessary to ensure that its obligations under the Loan Documents to which it is a party will at all times constitute unconditional and unsubordinated general obligations of the Borrower, ranking at least pari passu with all of its other present and future unsubordinated obligations, except for obligations of the Borrower having priority solely by operation of Applicable Law.

Section 5.16. Further Assurances. The Borrower shall do and perform, from time to time, any and all acts (and execute any and all documents) as may be reasonably necessary or as reasonably requested by the Lenders in order to effect the purposes of the Loan Documents.

Section 5.17. Financial Ratios.

The Borrower and its Subsidiaries shall maintain at all times the following ratios:

(i)an Interest Coverage Ratio of at least 2.5.

(ii)a Net Debt to EBITDA Ratio of not more than 3.0;

which shall be determined as follows: (A) only on a Consolidated Basis in respect to the Borrower and its Subsidiaries, so long as the Borrower’s revenues and EBITDA, as shown in the latest unaudited financial statements of the Borrower, account for 80% or more of the consolidated revenues and EBITDA of the Borrower and its Subsidiaries; and (B) both on an unconsolidated basis and on a Consolidated Basis for the Borrower and its Subsidiaries, in each case when the Borrower’s revenues and/or EBITDA, as shown in the latest unaudited financial statements of the Borrower, account for less than 80% of the consolidated revenues and/or EBITDA of the Borrower and its Subsidiaries.

Section 5.18. ENACOM Approval. As soon as possible following the Closing Date (but in any event within thirty days as from the Closing Date), the Borrower shall cause TMA to file the ENACOM Approval Request required by applicable telecommunications law.

Section 5.19. Most Favored Lender.

If at any time on or after the date hereof any debt instrument or credit facility of the Borrower in respect of which it issues or incurs Financial Debt includes an event of default triggered by the breach of negative covenants that has a grace or cure period that is shorter or more beneficial to the lender(s) under such debt instrument or credit facility than the one provided under Section 7.01(e) (an “Enhanced Cure Period Provision”), then the Borrower will, within ten (10) Business Days after the inclusion of such Enhanced Cure Period Provision in such debt instrument or credit facility, deliver written notice thereof to the Administrative Agent. Such notice shall be signed by a Financial Officer of the Borrower and shall refer to the provisions of this Section 5.19 and shall set forth a description of such Enhanced Cure Period Provision and any defined terms used therein. Unless otherwise consented to in writing by the Required Lenders, such Enhanced Cure Period Provision (and any related definitions) will be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein, without any further action required on the part of any Person, effective as of the date that such Enhanced Cure Period Provision became effective under such facility. Upon the request of any Lender, the Borrower will, at its expense, enter into any additional agreement or amendment to this Agreement reasonably requested by such Lender evidencing the incorporation herein of such Enhanced Cure Period Provision.

ARTICLE VI

Negative Covenants

Until the Commitments have expired or terminated and all Obligations have been paid in full, the Borrower covenants and agrees with the Credit Parties that:

Section 6.01. Financial Debt. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or permit to exist any Financial Debt except:

(a)the Loans;

(b)the ICBC Loan;

(c)existing Financial Debt listed on Schedule 3.23;

(d)short term (with a maturity of not more than 12 months) unsecured Financial Debt if, immediately after giving effect to the incurrence or assumption thereof, the Borrower and its Subsidiaries comply with the following ratios, calculated pursuant to Section 5.17 on a Pro Forma Basis:

(i)an Interest Coverage Ratio of at least than 3.0; and 45

(ii)	a Net Debt to EBITDA Ratio of not more than 2.5;

provided, that the amount of such short term unsecured Financial Debt denominated in Dollars in the aggregate outstanding at any time shall not exceed an amount equal to the greater of 10% of the total Financial Debt and $250,000,000; provided further, that the cap set forth in the preceding proviso shall not apply to any such short term unsecured Financial Debt that is incurred or assumed in Pesos (for the avoidance of doubt, compliance with the foregoing ratios calculated in accordance with Section 5.17 on a Pro Forma Basis shall apply with respect to all short term unsecured Financial Debt regardless that it is denominated in Dollars or Pesos);

(e)other Financial Debt of the Borrower and its Subsidiaries incurred or assumed after the date hereof if, immediately after giving effect to the incurrence or assumption thereof, the Borrower and its Subsidiaries comply with the following ratios, calculated in accordance with Section 5.17 (Financial Ratios) on a Pro Forma Basis:

(i)an Interest Coverage Ratio of at least 3.0; and

(ii)a Net Debt to EBITDA Ratio of not more than 2.5; and

(f)Permitted Refinancing Debt in respect of Financial Debt otherwise permitted under this Section 6.01;

Section 6.02. Liens. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except for the following (collectively, “Permitted Liens”):

(a)Liens in existence on the date hereof which are listed, and the property subject thereto described, in Schedule 6.02 and any Lien granted as a replacement or substitute therefor; provided, that any such Liens are no less favorable to the Lenders and are not more favorable to the lienholders with respect to such Liens than the Liens in respect of the debt being refinanced;

(b)Any Lien arising from any Tax or other Lien arising by operation of law, in each case if the obligation underlying any such Lien is not yet due or, if due, is being contested in good faith by appropriate proceedings so long as the Borrower has set aside adequate reserves in accordance with the Accounting Standards;

(c)Liens created or deposits made in the ordinary course of business (i) in connection with workers’ compensation, unemployment insurance and other types of social security, including any Lien securing letters of credit issued in the ordinary course of business consistent with past practice in connection therewith, or (ii) to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, purchase, construction or sales contracts, leases, government performance and return-of- money bonds and other similar obligations (other than obligations for the payment of borrowed money), so long as the Lien does not interfere with the implementation of the Transactions or the carrying on of the business or Operations of the Borrower or any of its Subsidiaries

(d)Liens created in the ordinary course of business upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods, so long as the Lien does not interfere in any material respect with the implementation of the Transactions or the carrying on of the business or Operations of the Borrower or any of its Subsidiaries;

(e)Liens arising from judgments, decrees, awards or attachments in circumstances not constituting an Event of Default under this Agreement;

(f)Liens on the property or assets of any corporation which becomes a Subsidiary of the Borrower after the date hereof in connection with a Permitted Acquisition, which Liens secure Financial Debt permitted by Section 6.01; provided, that (A) such Liens existed at the time such corporation became a Subsidiary and were not created in anticipation of the acquisition, (B) any such Lien by its terms covers only property or assets of such corporation which were covered immediately prior to the time it became a

Subsidiary and (C) any such Lien does not by its terms secure any Financial Debt other than the Financial Debt existing immediately prior to the time such corporation becomes a Subsidiary;

(g)Easements rights-of-way, restrictions, encroachments and other similar charges or encumbrances, and minor title deficiencies, in each case not securing Financial Debt and not interfering in any material respect with the conduct of the business and Operations of the Borrower or any of its Subsidiaries;

(h)Additional Liens of the Borrower or any Subsidiary of the Borrower not otherwise permitted by this Section 6.02 that do not secure obligations in excess of the equivalent of $25,000,000 in the aggregate for all such Liens at any time;

(i)Liens placed upon property acquired or improved after the date hereof and used in the ordinary course of business of any Borrower or any of its Subsidiaries and placed at the time of the acquisition thereof by such Borrower or such Subsidiary, or within 90 days thereafter, to secure indebtedness incurred to acquire such equipment or improvements; provided, that (x) such Liens do not at any time encumber any property of the Borrower other than the property financed by such indebtedness incurred to acquire such equipment or improvements, (y) the debt secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition, and (z) the Lien does not interfere in any material respect with the implementation of the Transactions or the carrying on of the business or Operations of the Borrower or any of its Subsidiaries; provided further, that if after giving effect to the incurrence of any such Lien either the Interest Coverage Ratio decreases or the Net Debt to EBITDA Ratio increases from what it was prior to such incurrence calculated both on an unconsolidated basis and on a Consolidated Basis (for the avoidance of doubt, regardless of the calculation method otherwise called for by Section 5.17 and on a Pro Forma Basis, the aggregate amount of all Liens permitted pursuant to this paragraph (i) shall not exceed at any time 10% of the Borrower’s total unconsolidated Financial Debt; and

(j) the designation of lessors, construction companies and other counterparties as loss payees under insurance policies in the ordinary course of business as required by customary contractual requirements, other than in connection with or in anticipation of the incurrence of Financial Debt.

Section 6.03. Fundamental Changes.

(a)The Borrower will not, and will not permit any of its Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or otherwise Dispose of all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving entity, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary may Dispose of its assets to the Borrower or to another Subsidiary and (iv) any Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.05.

(b)The Borrower will not, and will not permit any of its Subsidiaries to, engage directly or indirectly in any business other than the businesses engaged in by the Borrower and its Subsidiaries as of the date hereof and reasonable extensions thereof and businesses ancillary or complementary thereto (including, without limitation, information technology services, distribution of content, mobile wallet and other mobile or fixed services or developments and other services and business permitted under the applicable licenses and regulations), or engage directly or indirectly in any business related to any Prohibited Activity.

(c)The Borrower will not, and will not permit any of its Subsidiaries to, change their Organizational Documents in any manner which would be inconsistent with the provisions of any Loan Document; or (ii) change their Financial Year.

(d)The Borrower will not, and will not permit any of its Subsidiaries to, form or have any new Subsidiary unless (i) such Subsidiary’s business is ancillary or complementary to the Borrower, (ii) the Borrower or such Subsidiary provides within 10 Business Days of a written request from any Lender, other

documentation requested by such Lender that is in line with applicable “know your customer” requirements, and (iii) such Subsidiary is permitted pursuant to Section 6.05.

Section 6.04. Asset Sales. The Borrower will not, and will not permit any Subsidiary to, sell, except transfer, lease (including a sale-leaseback) or otherwise dispose of all or any material part of its property or assets (other than sales of inventory in the ordinary course of business), whether in a single transaction or in a series of transactions, related or otherwise, voluntarily or involuntarily, except that:

(a)the Borrower and its Subsidiaries may liquidate or otherwise dispose of property or equipment that has become worn out, obsolete, damaged or otherwise unsuitable for use in connection with the business and operations of the Borrower;

(b)the Borrower and its Subsidiaries may liquidate or otherwise dispose of assets, if such transaction or series of transactions (A) have proceeds which only are cash or Cash Equivalents, (B) are made on arm’s length terms in the ordinary course of business, in each case at fair market value, (C) would not reasonably be expected to have a Material Adverse Effect, (D) if the consideration received at closing is not cash, the Cash Equivalents received shall remain free of any pledge over them, (E) no Event of Default or Default shall have occurred and be continuing or result therefrom, (F) the Borrower is in compliance with a Net Debt to EBITDA Ratio of not more than 3.0 and an Interest Coverage Ratio of at least 2.5, calculated in accordance with Section 5.17 on a Pro Forma Basis, and (G) such transaction would not affect the ability of the Borrower to comply with its payment obligations under this Agreement; and

(c)without limiting paragraph (b) above, the Borrower and its Subsidiaries may liquidate, sell or otherwise dispose of its infrastructure in cellular phone towers and directly related equipment and real estate property, leases, contracts and administrative permits and Authorizations (including personnel and intellectual property affected to such infrastructure), in one or more series of transactions, through either a corporate restructuring involving a spin-off or split-off (escisi ó n), in kind capital contributions, bulk asset transfer in kind or in cash (transferencia de fondo de comercio), or a combination thereof, or a direct or indirect sale of such assets or of the business unit comprising them; provided, that, in case any such transaction or series of transactions involves a sale to a third party buyer, it shall be permitted only if such transaction or series of transactions with a third party buyer (A) have proceeds which are in cash, Cash Equivalents or equity ownership interests in the buyer of the cellular phone towers, (B) are made on arm’s length terms in the ordinary course of business, in each case at fair market value, (C) would not reasonably be expected to have a Material Adverse Effect, (D) if the consideration received at closing is not cash, the Cash Equivalents received shall remain free of any pledge over them, (E) no Event of Default or Potential Default shall have occurred and be continuing or result therefrom, (F) the Borrower is in compliance, both on an unconsolidated basis and on a Consolidated Basis (for the avoidance of doubt, regardless of the calculation method otherwise called for by Section 5.17), with a Net Debt to EBITDA Ratio of not more than 3.0 and an Interest Coverage Ratio of at least 2.5, calculated on a Pro Forma Basis, and (G) such transaction would not affect the ability of the Borrower to comply with its payment obligations under this Agreement.

(d)Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; and

(e)Restricted Payments permitted by Section 6.07 and investments permitted by Section 6.05;

Section 6.05. Investments. The Borrower will not, and will not permit any of its Subsidiaries to,make or permit to exist loans or advances to, or deposits (except commercial bank deposits in cash in the ordinary course of business) with, other Persons or investments in any Person or enterprise (each of the foregoing are an “Investment” and, collectively, “Investments”), except that:

(a)the Borrower and its Subsidiaries may acquire and hold Cash Equivalents;

(b)the Borrower and its Subsidiaries may hold the Investments held by them on the date hereof including those described on Schedule 3.05; provided, that any additional Investments made with respect thereto shall be permitted only if (x) committed as of the date hereof or (y) is permitted under the other provisions of this Section 6.05;

(c)the Borrower may enter into a Hedging Contract or assume the obligations of any party to a Hedging Contract to the extent permitted by Section 6.06;

(d)the Borrower and its Subsidiaries may make intercompany loans and advances to any Subsidiary related to management and brand fees (excluding interconnection, connectivity, and corporate services) for up to $20,000,000; provided, that (i) the terms and conditions agreed with the relevant parent company are typical and reasonable in commercial terms, (ii) such transactions are on an arm’s length basis, and (iii) no Event of Default or Default shall have occurred and be continuing or would result therefrom;

(e)the Borrower may make capital contributions to, or acquire equity interests of, any of its Subsidiaries and/or provide intercompany loans to one or more of its Subsidiaries; provided, that (i) the aggregate amount of contributions made, together with the amount of any intercompany loans provided, pursuant to this clause (e), when added to the aggregate outstanding principal amount of intercompany loans and advances made to all of its Subsidiaries (determined without regard to any write-downs or write- offs thereof and net of any returns on any such Investment in the form of a principal repayment, distribution, dividend or redemption, as applicable), shall not exceed an amount equivalent to $200,000,000 per Financial Year, including any amount necessary to avoid being diluted by third parties in any capital increase of such Subsidiary, (ii) no contribution may be made or loan provided pursuant to this clause (e) at any time that an Event of Default or Default has occurred and its continuing, (iii) after giving effect to any Investment made in or to any Subsidiary pursuant to this clause (e) the Borrower remains, both on an unconsolidated basis and on Consolidated Basis (for the avoidance of doubt, regardless of the calculation method otherwise called for by Section 5.17 (Financial Ratios), in compliance with Section 5.17 (Financial Ratios) on a Pro Forma Basis and (iv) notwithstanding anything to the contrary in this clause (e), if the capital contribution and/or intercompany loan is made to a non-wholly owned Subsidiary, then, either: (x) the investment made by the Borrower in such Subsidiary is made pro rata with respect to the investments made by the other shareholders of such non-wholly-owned Subsidiary; or (y) the Borrower’s interest in such non- wholly-owned Subsidiary increases commensurate with such Investment;

(f)the Borrower and its Subsidiaries may own the equity interests of its respective Subsidiaries created or acquired after the date hereof in accordance with the terms of this Agreement (so long as all amounts invested in such Subsidiaries are independently justified under another provision of this Section 6.05) so long as such Subsidiary is in compliance with Section 6.03(d);

(g)the Borrower and its Subsidiaries may make a Permitted Acquisition so long as:

(i)no Event of Default or Default shall have occurred and be continuing at the time of, or shall occur as a result of and after giving effect to, such Permitted Acquisition;

(ii)calculations made by the Borrower with respect to all financial covenants for the respective Calculation Period on a Pro Forma Basis show that all financial covenants set forth in Section 2.17 (Financial Ratios) would have been complied with as if such Permitted Acquisition had occurred on the first day of the relevant Calculation Period;

(iii)all representations and warranties contained in the Loan Documents have been updated as appropriate and restated by the Borrower, to the Required Lenders’ reasonable satisfaction, as of the date of such Permitted Acquisition;

(iv)the Borrower shall have given 10 days’ prior written notice of such Permitted Acquisition, together with a certificate from its chief financial officer containing the relevant calculations and certifying compliance with the foregoing;

(v)the acquisition is in compliance with Section 6.03(d); and

(i)investments in the ordinary course of the Borrower’s business; provided, that both before and after giving effect to such investment no Event of Default or Potential Event of Default shall have occurred and be continuing.

Section 6.06. Hedging Contracts The Borrower will not, and will not permit any of its Subsidiaries to, enter into any Hedging Contract, except (a) Hedging Contracts entered into to hedge or mitigate risks to which the Borrower or any Subsidiary thereof has actual exposure (other than those in respect of Equity Interests of the Borrower or any Subsidiary thereof), and (b) Hedging Contracts entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to

another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Subsidiary thereof.

Section 6.07. Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or pay any Restricted Payment, except that:

(a)any Subsidiary of the Borrower may declare and pay Restricted Payments in cash to the Borrower or to any wholly-owned Subsidiary of the Borrower;

(b)any non-wholly-owned Subsidiary of the Borrower may declare and pay cash dividends to its stockholders; provided, that the Borrower and its Subsidiaries must receive at least their proportionate share of any cash dividends paid by such non-wholly-owned Subsidiary;

(c)the Borrower and its Subsidiaries may declare and pay Restricted Payments required to be paid under Law No. 19,550 (as amended and supplemented) or Law No. 26,831 amended by Law No. 27,440 (as amended and supplemented) and regulations thereunder; and

(d)the Borrower may declare and pay dividends in cash or in bonds or other securities issued by the Borrower, and may redeem, retire or purchase to the extent permitted by applicable law any of the Borrower’s outstanding capital stock, if in each case all of the following conditions are satisfied before and after giving effect to such dividend, redemption, retirement or purchase: (i) no Default or Event of Default shall have occurred or be continuing or would result therefrom, and (ii) the Borrower is in compliance with the financial covenants set forth in Section 5.17 (Financial Ratios) on a Pro Forma Basis.

Section 6.08. Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any transaction with the Borrower’s Affiliates except for (i) transactions in the ordinary course of business on the basis of arm’s length arrangements (including, without limitation, transactions whereby the Borrower or a Subsidiary might pay more than the ordinary commercial price for any purchase or might receive less than the full ex-works commercial price (subject to normal trade discounts) for its products), (ii) transactions in existence as of the date of this Agreement that are included in the financial statements of the Borrower for the period ending on September 30, 2024 and in Schedule 6.8 for any transaction subsequent to such date, and (iii) transactions permitted under Section 6.05 or otherwise permitted under this Agreement.

Section 6.09. Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary of the Borrower to (a) pay dividends or make any other distributions on its capital stock or any other equity interest or participation in its profits owned by the Borrower or any of its Subsidiaries, or to pay any Financial Debt owed to the Borrower or any of its Subsidiaries, (b) make loans or advances to the Borrower or any of its Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) the Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of any of the Borrower’s Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement (in which any of the Borrower’s Subsidiaries is the licensee) or other contract entered into by any of the Borrower’s Subsidiaries in the ordinary course of business, (v) restrictions on the transfer of any asset pending the closing of the sale of such asset, and (vi) restrictions on the transfer of any asset subject to a Permitted Lien; except for restrictions contained in any Financial Debt permitted pursuant to Section 6.01 and as are reasonable or customary for such financing arrangements contained therein.

Section 6.10. Margin Stock; Sanctions and Anti-Corruption Laws.

(a)No part of the proceeds of the Loans will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, to buy or carry any Margin Stock for any purpose that entails a violation of any of the regulations of the Federal Reserve Board, including Regulations T, U and X.

(b)The Borrower will not, directly or indirectly, use the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any Subsidiary, affiliate, joint venture partner or other Person, (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Applicable Laws (including Anti-Corruption Laws or Anti-Money Laundering Laws), (ii) to fund any activities or business of or with any Person that, at the time of such funding, is the subject of Sanctions, or in any country or territory, that, at the time of such

funding, is a Sanctioned Country, or (iii) in any other manner that would result in the violation of any Sanctions applicable to any Person (including any Person participating in the Loans, whether as an Agent, Arranger, Lender, underwriter, advisor, or otherwise). The foregoing clauses (ii) and (iii) of this Section 6.10(b) will not apply to any party hereto to which the Blocking Regulation applies, if and to the extent that such agreements are or would be unenforceable by or in respect of that party pursuant to, or would otherwise result in a breach and/or violation of, any provision of the Blocking Regulation.

(c)The Borrower will not use funds that were the subject of money laundering activities or any other activities unlawful under Applicable Law to make any payments to the Credit Parties under this Agreement or otherwise make any payment to any Credit Party hereunder that would cause such Credit Party to be in violation of any Applicable Law.

Section 6.11. Amendments or Waivers to Acquisition Documents. The Borrower will not amend, otherwise change or waive the terms of any Acquisition Document if the effect of such amendment, change or waiver is materially adverse to the Lenders.

Section 6.12. Profit Sharing Arrangements. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any partnership, profit sharing or royalty agreement or other similar arrangement whereby the Borrower’s income or profits are, or might be, shared with any other Person, except for customary and standard industry agreements as are reasonable and prudent and provided that they are entered into on an arm’s length basis and in the ordinary course of business.

Section 6.13. Management Contracts. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any management contract or similar arrangement whereby its business or operations are managed by any other Person, except for such arrangements with third parties in the ordinary course of business and on an arm’s length basis.

Section 6.14. Capital Expenditures. The Borrower will not, and will not permit any of its Subsidiaries to, incur expenditures or commitments for expenditures for fixed or other non-current assets, other than (i) those required or requested to be made by any Governmental Authority, and (ii) those incurred by the Borrower and its Subsidiaries if, after giving effect thereto, the Borrower is in compliance with all financial covenants set forth in Section 5.17 (Financial Ratios) on a Pro Forma Basis.

ARTICLE VII

Events of Default

Section 7.01. Events of Default. If any of the following events (each, an “Event of Default”) shall occur:

(a)the Borrower shall fail to pay any principal of any Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise, provided that such failure shall not constitute an Event of Default if (i) the default was caused solely by error or omission of an administrative or operational nature (including, for the avoidance of doubt, any such error on the part of any correspondent or intermediary bank); (ii) funds were available to enable the Borrower to make the payment when due and (iii) the payment is made within 3 days after such amount was due and payable;

(b)the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in Section 7.01(a)) payable under this Agreement or any other Loan Document, when and as the same shall become due and payable, provided that such failure shall not constitute an Event of Default if (i) the default was caused solely by error or omission of an administrative or operational nature (including, for the avoidance of doubt, any such error on the part of any correspondent or intermediary bank); (ii) funds were available to enable the Borrower to make the payment when due and (iii) the payment is made within 3 days after such amount was due and payable;

(c)any representation or warranty made or deemed made by or on behalf of the Borrower or any Subsidiary in or in connection with this Agreement, any other Loan Document, or any amendment or modification hereof or thereof or waiver hereunder or thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement, any other Loan Document, or any amendment or modification hereof or thereof or waiver hereunder or thereunder, shall prove to have been incorrect in any material respect when made or deemed made;

(d)the Borrower shall fail to observe or perform any covenant, condition or agreement contained in Section 5.03(a), 5.03(b), 5.04 (with respect to the Borrower’s existence), 5.08(d), 5.15, or 5.17;

(e)the Borrower shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified in Section 7.01(a), (b) or (d)) or any other Loan Document, and such failure shall continue unremedied for a period of 30 or more days after the date of that failure;

(f)the Borrower or any Subsidiary thereof shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable, and any such failure continues for more than the applicable period of grace, or any Material Indebtedness is accelerated;

(g)any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity;

(h)an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Borrower or any Subsidiary or its debts, or of a substantial part of its assets, under any federal, state or foreign Debtor Relief Law now or hereafter in effect, (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Subsidiary thereof or for a substantial part of its assets, or (iii) the winding up or liquidation of its affairs, and, in any such case, such proceeding or petition shall continue undismissed for 60 or more days or an order or decree approving or ordering any of the foregoing shall be entered;

(i)the Borrower or any Subsidiary shall (i) request a moratorium or suspension of payment of liabilities from any court, (ii) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any federal, state or foreign Debtor Relief Law now or hereafter in effect (including, without limitation, the filing for a concurso preventivo or an acuerdo preventivo extrajudicial, (iii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 7.01(h), (iv) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Subsidiary or for a substantial part of its assets, (v) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (vi) make a general assignment for the benefit of creditors or (vii) take any action for the purpose of effecting any of the foregoing;

(j)the Borrower or any Subsidiary thereof shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;

(k)One or more judgments, writs, warrants of attachment or similar order or decrees involving in the aggregate at any time an amount in excess of $60,000,000 shall be rendered or filed against the Borrower or any Subsidiary or any combination thereof and the same shall remain undischarged for a period of 60 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Borrower or any Subsidiary to enforce any such judgment;

(l)Any non-monetary judgment or order is rendered against the Borrower or any Subsidiary that would reasonably be expected to have a Material Adverse Effect, and there is any period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of pending appeal or otherwise, is not in effect;

(m)(i) any material provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all Obligations, ceases to be in full force and effect, (ii) the Borrower, or any other Person contests in writing the validity or enforceability of any provision of any Loan Document or any Acquisition Document (to the extent such contest remains undischarged for 60 days when made by a Person other than the Borrower), or (iii) the Borrower denies in writing that it has any or further liability or obligation under any Loan Document, or purports in writing to revoke, terminate or rescind any Loan Document;

(n)any Governmental Authority (i) shall take any action to condemn, seize, nationalize, expropriate or appropriate all or any substantial part of the assets of the Borrower or any Subsidiary thereof

(either with or without payment of compensation) that in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect, (ii) purports to render any of the Loan Documents invalid or unenforceable or to prevent the performance or observance by the Borrower of its obligations thereunder or (iii) shall, for 60 or more consecutive days, prevent the Borrower from exercising normal control over all or any substantial part of its assets;

(o)The Borrower or any Subsidiary thereof shall (i) liquidate, wind up or dissolve (or suffer any liquidation, wind-up or dissolution); (ii) suspend its operations other than in the ordinary course of business or (iii) take any action to authorize any of the actions or events set forth above in this subsection (i);

(p)Any Authorization necessary for the Borrower or any of its Subsidiaries to perform and observe its obligations under any Loan Document, or to carry out the Transactions or its Operations, is not obtained when required or is rescinded, terminated, lapses or otherwise ceases to be in full force and effect, including with respect to the remittance to the Lenders or their respective assignees, in Dollars, of any amounts payable under any Loan Document, and is not restored or reinstated, or the effect of such termination or rescission is not stayed or suspended, within 90 days of notice by any Lender to the Borrower requiring that restoration or reinstatement (for the avoidance of doubt, if the termination or rescission of an Authorization is stayed or suspended, and such stay or suspension is rescinded, terminated, lapses or otherwise ceases to be in full force and effect, such 90-day period shall, from the date of such rescission, termination, lapse or ineffectiveness, continue to count down from the day where counting was suspended); or

(q)Any employee benefit plan of the Borrower or its Subsidiaries shall at any time fail to satisfy the minimum funding requirement established by applicable law and such failure is not cured within 90 days.

Section 7.02. Remedies Upon an Event of Default. If an Event of Default occurs (other than an event with respect to the Borrower described in Section 7.01(h) or Section 7.01(i)), and at any time thereafter during the continuance of such Event of Default, the Administrative Agent may, and shall at the request of the Required Lenders, by notice to the Borrower, take any or all of the following actions, at the same or different times:

(a)terminate the Commitments, and thereupon the Commitments shall terminate immediately;

(b)declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other Obligations accrued hereunder and under any other Loan Document, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and

(c)exercise on behalf of itself and the other Credit Parties all rights and remedies available to it and the other Credit Parties under the Loan Documents and Applicable Law.

If an Event of Default described in Section 7.01(h) or Section 7.01(i) occurs with respect to the Borrower, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other Obligations accrued hereunder and under any other Loan Document (including any break funding payment), shall automatically become due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

Section 7.03. Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Administrative Agent by the Borrower or the Required Lenders, all payments received on account of the Obligations shall be applied by the Administrative Agent as follows:

(a)first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent (including fees and disbursements and other charges of counsel to the Administrative Agent payable under Section 9.03 and amounts payable to the Administrative Agent pursuant to Section 2.08, in each case in its capacity as such);

(b)second, to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees and disbursements and other charges of counsel to the Lenders payable under Section 9.03) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this paragraph (b) payable to them;

(c)third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this paragraph (c) payable to them;

(d)fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans.

(e)fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent and the Lenders based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and

(f)finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law.

ARTICLE VIII

Agency

Section 8.01. Authorization and Action of the Administrative Agent. Each Lender hereby irrevocably (i) appoints the Person named as Administrative Agent in the preamble of this Agreement and its successors and assigns to serve as the administrative agent under the Loan Documents, and (ii) authorizes the Administrative Agent to take such actions as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent under such agreements and to exercise such powers as are reasonably incidental thereto. Each Lender exempts the Administrative Agent from the restrictions pursuant to Section 181 Civil Code (B ü rgerliches Gesetzbuch) and similar restrictions applicable to it pursuant to any other Applicable Law, in each case to the extent legally possible to such Lender. Any Lender which cannot grant such exemption shall notify the Administrative Agent accordingly and, upon request of the Administrative Agent, either act in accordance with the terms of this Agreement and/or any other Loan Document as required pursuant to this Agreement and/or such other Loan Document or grant a special power of attorney to a party acting on its behalf, in a manner that is not prohibited pursuant to Section 181 of the German Civil Code (B ü rgerliches Gesetzbuch) and/or any other Applicable Law. Without limiting the foregoing, each Lender hereby authorizes the Administrative Agent to execute and deliver, and to perform its obligations under, each of the Loan Documents to which the Administrative Agent is a party and to exercise all rights, powers and remedies that the Administrative Agent may have under such Loan Documents.

(b)As to any matters not expressly provided for herein and in the other Loan Documents (including enforcement or collection), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, pursuant to the terms of the Loan Documents), and unless and until revoked in writing, such instructions shall be binding upon each Lender; provided, however, that the Administrative Agent shall not be required to take any action that (i) the Administrative Agent in good faith believes exposes it to liability unless the Administrative Agent receives an indemnification and is exculpated in a manner satisfactory to it from the Lenders with respect to such action or (ii) is contrary to this Agreement or any other Loan Document or Applicable Law, including any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; provided, further, that the Administrative Agent may seek clarification or direction from the Required Lenders prior to the exercise of any such instructed action and may refrain from acting until such clarification or direction has been provided. Except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower, any Subsidiary or any Affiliate of any of the foregoing that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Nothing in this Agreement shall require the Administrative Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall

have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(c)In performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent is acting solely on behalf of the Lenders (except in limited circumstances expressly provided for herein relating to the maintenance of the Register), and its duties are entirely mechanical and administrative in nature. Without limiting the generality of the foregoing:

(i)the Administrative Agent does not assume and shall not be deemed to have assumed any obligation or duty or any other relationship as the agent, fiduciary or trustee of or for any Lender or holder of any other Obligation other than as expressly set forth herein and in the other Loan Documents, regardless of whether a Default or an Event of Default has occurred and is continuing (and it is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document with reference to the Administrative Agent is not intended to connote any fiduciary duty or other implied (or express) obligations arising under agency doctrine of any Applicable Law, and that such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties); provided, further, each Lender and other Credit Party agrees that it will not assert any claim against the Administrative Agent based on an alleged breach of fiduciary duty by the Administrative Agent in connection with this Agreement, the other Loan Documents and/or the transactions contemplated hereby; and

(ii)nothing in this Agreement or any Loan Document shall require the Administrative Agent to account to any other Credit Party for any sum or the profit element of any sum received by the Administrative Agent for its own account.

(d)The Administrative Agent may perform any of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any of their respective duties and exercise their respective rights and powers through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and of any such sub-agent and shall apply to their respective activities pursuant to this Agreement, including their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent (and, for the avoidance of doubt, no such Related Party shall incur any personal liability for actions taken or not taken by it under any Loan Document). The Administrative Agent shall not be responsible for the negligence or misconduct of any sub- agent except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agent.

(e)In case of the pendency of any proceeding with respect to the Borrower under any federal, state or foreign Debtor Relief Law now or hereafter in effect, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:

(i)to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim under Section 2.06, Section 2.09, and Section 9.03) allowed in such judicial proceeding; and

(ii)to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due to it, in its capacity as the Administrative Agent, under the Loan Documents (including under Section 9.03). Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender

any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

(f)The provisions of this Article are solely for the benefit of the Credit Parties (and, to the extent expressly provided herein, their respective Related Parties), and, except solely to the extent of the Borrower’s rights to consent pursuant to and subject to the conditions set forth in this Article, none of the Borrower or any Subsidiary thereof, or any of their respective Affiliates, shall have any rights as a third party beneficiary under any such provisions.

Section 8.02. Administrative Agent’s Reliance, Limitation of Liability, Etc.

(a)Neither the Administrative Agent nor any of its Related Parties shall be (i) liable for any action taken or omitted to be taken by the Administrative Agent or any of its Related Parties under or in connection with this Agreement or the other Loan Documents (x) with the consent of or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in the Loan Documents) or (y) in the absence of its own gross negligence or willful misconduct (such absence to be presumed unless otherwise determined by a court of competent jurisdiction by a final and non- appealable judgment) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document (including, for the avoidance of doubt, in connection with the Administrative Agent’s reliance on any Electronic Signature transmitted by any Electronic Means) or for any failure of any Loan Party to perform its obligations hereunder or thereunder.

(b)The Administrative Agent shall be deemed not to have knowledge of any (i) notice of any of the events or circumstances set forth or described in Section 5.03 unless and until written notice thereof stating that it is a “notice under Section 5.03” in respect of this Agreement and identifying the specific clause under such Section with respect to which such notice is given to the Administrative Agent by the Borrower, or (ii) notice of any Default unless and until written notice thereof (stating that it is a “notice of Default” or a “notice of an Event of Default”) is given to the Administrative Agent by the Borrower or a Lender. Further, the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document or the occurrence of any Default, (iv) the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items (which on their face purport to be such items) expressly required to be delivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to the Administrative Agent.

(c)Without limiting the foregoing, the Administrative Agent (i) may rely on the Register to the extent set forth in Section 9.04(b), (ii) may consult with legal counsel (including counsel to the Borrower), independent public accountants and other experts selected by it, and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts, (iii) makes no warranty or representation to any other Credit Party and shall not be responsible to any other Credit Party for any statements, warranties or representations made by or on behalf of the Borrower in connection with this Agreement or any other Loan Document, (iv) in determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender sufficiently in advance of the making of such Loan and (v) shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any notice, consent, certificate or other instrument or writing (which writing may be a facsimile, electronic mail or other electronic message, Internet or intranet website posting or other distribution) or any statement made to it orally or by telephone and believed by it to be genuine and signed or sent or otherwise authenticated by the proper party or parties (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the maker thereof).

Section 8.03. The Administrative Agent Individually. With respect to its Commitment and Loan, the Person serving as the Administrative Agent shall have and may exercise the same rights and powers hereunder (and shall be subject to the same obligations and liabilities) as and to the extent set forth herein for any other Lender. The terms “Lenders”, “Required Lenders”, and any similar terms shall, unless the context clearly otherwise indicates, include the Administrative Agent in its individual capacity as a Lender or as one of the Required Lenders, as applicable. The Person serving as the Administrative Agent and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of banking, trust or other business with, the Borrower, any Subsidiary thereof or any Affiliate of any of the foregoing, as if such Person was not acting as the Administrative Agent and without any duty to account therefor to the Lenders.

Section 8.04. Successor Administrative Agent

(a)The Administrative Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders, and the Borrower, whether or not a successor Administrative Agent has been appointed. Upon any such resignation, (i) the Administrative Agent may appoint one of its Affiliates acting through an office in the United States or the European Union as a successor Administrative Agent and (ii) if the Administrative Agent has not appointed one of its Affiliates acting through an office in the United States or the European Union as a successor Administrative Agent pursuant to sub-clause (i) above, the Required Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a financial institution with an office in New York, New York or an Affiliate of any such financial institution. In either case, (other than if the Administrative Agent appoints one of its Affiliates acting through an office in the United States or the European Union as a successor Administrative Agent pursuant to sub-clause (i) above), such appointment shall be subject to the prior written approval of the Borrower (which approval may not be unreasonably withheld or delayed and shall not be required while an Event of Default has occurred and is continuing). Upon the acceptance of any appointment as Administrative Agent by a successor Administrative Agent, (x) such successor Administrative Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Administrative Agent (other than any rights to indemnity payments owed to such retiring Administrative Agent), and (y) the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Without limiting the foregoing, the fees payable by the Borrower to such successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. Prior to any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents.

(b)Notwithstanding paragraph (a) of this Section, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment by the Resignation Effective Date (as defined below), the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice (“Resignation Effective Date”), (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given or made to each Lender. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article and Section 9.03, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent and in respect of the matters referred to in the proviso under sub-clause (ii) above.

(c)If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may (to the extent permitted by Applicable Law) by notice in

writing to the Borrower and such Person remove such Person as Administrative Agent and, in consultation with the Borrower, appoint a successor Administrative Agent (which Person shall satisfy the requirements, and be entitled to the benefits, of Section 8.04(a)). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. With effect from the Removal Effective Date, the provisions of sub-clauses (i) and (ii) of Section 8.04(b) shall apply to the removed Administrative Agent as if it were a retiring Administrative Agent thereunder.

Section 8.05. Acknowledgements of Lenders.Each Lender (i) represents and warrants to the Administrative Agent that (A) the Loan Documents set forth the terms of one or more commercial lending facilities (which facilities do not involve the issuance of any securities and therefore are not subject to U.S. federal and state securities laws), (B) it is engaged in making, acquiring or holding commercial loans and in providing other facilities set forth herein as may be applicable to such Lender, in each case in the ordinary course of business, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument (and each Lender agrees not to assert a claim in contravention of the foregoing), (C) it has, independently and without reliance upon any Credit Party or any of the Related Parties thereof, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender, and to make, acquire or hold a Commitment and/or Loans hereunder and (D) it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities, and (ii) acknowledges that (A) no Agent has made any representation or warranty to it, and no act by any Agent hereafter taken (including any consent to, and acceptance of any assignment or review of the affairs of the Borrower or any Affiliate thereof, shall be deemed to constitute any representation or any warranty by any Agent as to any matter, including whether the Administrative Agent has disclosed material information in its (or its Related Parties’) possession, and (B) it will, independently and without reliance upon any other Credit Party (or its Related Parties), and based on such documents and information (which may contain “material non-public information” within the meaning of U.S. federal and/or state securities laws concerning the Borrower and its Affiliates) as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

(b)Each Lender, by executing and delivering its signature page to this Agreement on the Closing Date, or executing and delivering an Assignment and Assumption, or any other document pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Closing Date.

(c)The Arrangers shall not have any obligations or duties whatsoever in such capacity under this Agreement or any other Loan Document and shall incur no liability hereunder or thereunder in such capacity, but shall have the benefit of the indemnities provided for hereunder.

Section 8.06. Certain ERISA Matters.Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, and the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that at least one of the following is and will be true:

(i)such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments or this Agreement,

(ii)the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain

transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement,

(iii)(A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement, or

(iv)such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent and such Lender in their sole and absolute discretion.

(b)In addition, unless either Section 8.06 (a)(i) is true with respect to a Lender or such Lender has provided another representation, warranty and covenant in accordance with Section 8.06(a)(iv) or Section 8.13(a)(iv), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that the Administrative Agent nor any of its Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto).

(c)The Administrative Agent and the Arrangers hereby inform the Lenders that each such Person is not undertaking to provide investment advice or to give advice in a fiduciary capacity, in connection with the transactions contemplated by the Loan Documents, and that such Person has a financial interest in such transactions in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Commitments, this Agreement and any other Loan Documents, (ii) may recognize a gain if it extended the Loans or the Commitments for an amount less than the amount being paid for an interest in the Loans or the Commitments by such Lender, and/or (iii) may receive fees or other payments in connection with such transactions, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.

Section 8.07. Erroneous Payments.If the Administrative Agent (x) notifies a Lender or any Person who has received funds on behalf of a Lender (any such Lender or other recipient (and each of their respective successors and assigns, a “Payment Recipient”) that the Administrative Agent has determined in its sole and absolute discretion (whether or not after receipt of any notice under paragraph (b) below) that any funds (as set forth in such notice from the Administrative Agent) received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender, or other Payment Recipient on its behalf) (any such funds, whether transmitted or received as a payment, prepayment or repayment of principal, interest, fees or otherwise, individually and collectively, an “Erroneous Payment”) and (y) demands in writing the return of such Erroneous Payment (or a portion thereof) (provided that, without limiting any other rights or remedies (whether at law or in equity), the Administrative Agent may not make any such demand under this paragraph (a) with respect to an Erroneous Payment unless such demand is made within 5 (five) Business Days of the date of receipt of such Erroneous Payment by the applicable Payment Recipient), such Erroneous Payment shall at all times remain the property of the Administrative Agent pending its return or repayment as contemplated below in

this Section 8.07 and be held in trust by such Payment Recipient for the benefit of the Administrative Agent, and such Lender shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two (2) Business Days thereafter (or such later date as the Administrative Agent may, in its sole and absolute discretion, specify in writing), return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon (except to the extent waived in writing by the Administrative Agent) in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent in same day funds at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A notice of the Administrative Agent to any Payment Recipient under this paragraph (a) shall be conclusive, absent manifest error.

(b)Without limiting paragraph (a) above, each Lender or other Person who has received funds on behalf of a Lender (and each of their respective successors and assigns), agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, or otherwise) from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in this Agreement or in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), then in each such case:

(i)it acknowledges and agrees that (A) in the case of clauses (x) and (y) of this paragraph (b), an error and mistake shall be presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error and mistake has been made (in the case of clause (z) of this paragraph (b)), in each case, with respect to such payment, prepayment or repayment; and

(ii)such Lender shall use commercially reasonable efforts to (and shall use commercially reasonable efforts to cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one (1) Business Day of its knowledge of the occurrence of any of the circumstances described in clauses (x), (y) and (z) of this paragraph (b)) notify the Administrative Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this paragraph (b).

For the avoidance of doubt, the failure to deliver a notice to the Administrative Agent pursuant to this paragraph (b) shall not have any effect on a Payment Recipient’s obligations pursuant to paragraph (a) above or on whether or not an Erroneous Payment has been made

(c)Each Lender hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such Lender under any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Lender under any Loan Document with respect to any payment of principal, interest, fees or other amounts, against any amount that the Administrative Agent has demanded to be returned under paragraph (a) above.

(d)

(i)In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor in accordance with paragraph (a) above, from any Lender that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s notice to such Lender at any time, then effective immediately (with the consideration therefor being acknowledged by the parties hereto), (A) such Lender shall be deemed to have assigned its Loan in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loan, the “Erroneous Payment Deficiency Assignment”) (on a cashless basis and such amount calculated at par plus any accrued and unpaid interest (with the assignment fee to be waived by the

Administrative Agent in such instance)), and is hereby (together with the Borrower) deemed to execute and deliver an Assignment and Assumption with respect to such Erroneous Payment Deficiency Assignment, (B) the Administrative Agent as the assignee Lender shall be deemed to have acquired the Erroneous Payment Deficiency Assignment, (C) upon such deemed acquisition, the Administrative Agent as the assignee Lender shall become a Lender, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender shall cease to be a Lender, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement, which shall survive as to such assigning Lender, (D) the Administrative Agent and the Borrower shall each be deemed to have waived any consents required under this Agreement to any such Erroneous Payment Deficiency Assignment, and (E) the Administrative Agent will reflect in the Register its ownership interest in the Loan.

(ii)Subject to Section 9.04 (but excluding, in all events, any assignment consent or approval requirements (whether from the Borrower or otherwise)), the Administrative Agent may, in its discretion, sell any Loan acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such Lender (and/or against any recipient that receives funds on its respective behalf). In addition, an Erroneous Payment Return Deficiency owing by the applicable Lender (x) shall be reduced by the proceeds of prepayments or repayments of principal and interest, or other distribution in respect of principal and interest, received by the Administrative Agent on or with respect to any such Loan acquired from such Lender pursuant to an Erroneous Payment Deficiency Assignment (to the extent that any such Loan is then owned by the Administrative Agent) and (y) may, in the sole and absolute discretion of the Administrative Agent, be reduced by any amount specified by the Administrative Agent in writing to the applicable Lender from time to time.

(e)The parties hereto agree that: (x) irrespective of whether the Administrative Agent may be equitably subrogated, in the event that an Erroneous Payment (or portion thereof) is not recovered from any Payment Recipient that has received such Erroneous Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights and interests of such Payment Recipient (and, in the case of any Payment Recipient who has received funds on behalf of a Lender, to the rights and interests of such Lender under the Loan Documents with respect to such amount (the “Erroneous Payment Subrogation Rights”); provided that the Loan Parties’ Obligations under the Loan Documents in respect of the Erroneous Payment Subrogation Rights shall not be duplicative of such Obligations in respect of Loans that have been assigned to the Administrative Agent under an Erroneous Payment Deficiency Assignment); and (y) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower; provided that this Section 8.07 shall not be interpreted to increase (or accelerate the due date for), or have the effect of increasing (or accelerating the due date for), the Obligations of the Borrower relative to the amount (and/or timing for payment) of the Obligations that would have been payable had such Erroneous Payment not been made by the Administrative Agent; provided, further, that for the avoidance of doubt, clauses (x) and (y) of this paragraph (e) shall not apply to the extent any such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from, or on behalf of (including through the exercise of remedies under any Loan Document), the Borrower for the purpose of making such Erroneous Payment.

(f)To the extent permitted by Applicable Law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including, without limitation, any defense based on “discharge for value” or any similar doctrine.

(g)Each party’s obligations, agreements and waivers under this Section 8.07 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender, the termination of any Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

ARTICLE IX

Miscellaneous

Section 9.01. Notices.Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile or electronic mail, as follows:

(i)if to the Borrower, to it at General Hornos 690, Ciudad Autónoma de Buenos Aires, Attention of Federico Pra / Leonardo Franceschini; telephone number: 54-11-4968-4000; e-mail address: fpra@teco.com.ar / lifranceschini@teco.com.ar / capitalmarkets@teco.com.ar;

(ii)if to the Administrative Agent, to it at Two Manhattan West, 375 9th Ave, 8th Floor, Attention of Ana Gómez Manzanares (telephone number: 34 626 651 752; facsimile number: (212) 333-2906; e-mail: loan.agency@bbva.com).

(iii)if to any other Lender, to it at its address (or facsimile number or e-mail address) set forth in its Administrative Questionnaire.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile or electronic mail shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through Approved Electronic Platforms, to the extent provided in paragraph (b) below, shall be effective as provided in such paragraph (b).

(b)Notices and other communications to the Borrower and the Lenders hereunder may be delivered or furnished by using Approved Electronic Platforms pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by using Approved Electronic Platforms. Each of the Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

(c)Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return electronic mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in sub-clause (i) of this paragraph, of notification that such notice or communication is available and identifying the website address therefor; provided that, for both sub-clauses (i) and (ii) of this paragraph, if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.

(d)Any party hereto may change its address, telephone number (if applicable), facsimile number or e-mail address for notices and other communications hereunder by notice to the other parties hereto.

(e)The Borrower agrees that the Administrative Agent may, but shall not be obligated to, make any Communications available to the Lenders by posting the Communications on IntraLinks™, DebtDomain, SyndTrak, ClearPar or any other electronic platform chosen by the Administrative Agent to be its electronic transmission system (the “Approved Electronic Platform”). “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of the Borrower pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender by means of electronic communications pursuant to this Section 9.01, including through an Approved Electronic Platform.

(i)Although the Approved Electronic Platform and its primary web portal are secured with generally-applicable security procedures and policies implemented or modified by the Administrative Agent from time to time (including, as of the Closing Date, a user ID/password

authorization system) and the Approved Electronic Platform is secured through a per-deal authorization method whereby each user may access the Approved Electronic Platform only on a deal-by-deal basis, each of the Lenders and the Borrower acknowledges and agrees that the distribution of material through an electronic medium is not necessarily secure, that the Administrative Agent is not responsible for approving or vetting the representatives or contacts of any Lender that are added to the Approved Electronic Platform, and that there may be confidentiality and other risks associated with such distribution. Each of the Lenders, and the Borrower hereby approves distribution of the Communications through the Approved Electronic Platform and understands and assumes the risks of such distribution.

(ii)THE APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE APPROVED ELECTRONIC PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE AGENT PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM. IN NO EVENT SHALL ANY AGENT OR ANY OF THEIR RESPECTIVE RELATED PARTIES (COLLECTIVELY, “AGENT PARTIES”) HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER, OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET OR THE APPROVED ELECTRONIC PLATFORM.

(iii)Each Lender agrees that notice to it (as provided in the next sentence) specifying that Communications have been posted to the Approved Electronic Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Loan Documents. Each Lender agrees (i) to notify the Administrative Agent in writing (which could be in the form of electronic communication) from time to time of such Lender’s email address to which the foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such email address.

(iv)Each of the Lenders and the Borrower agrees that the Administrative Agent may, but (except as may be required by applicable law) shall not be obligated to, store the Communications on the Approved Electronic Platform in accordance with the Administrative Agent’s generally applicable document retention procedures and policies.

(v)Nothing herein shall prejudice the right of the Administrative Agent or any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.

Section 9.02. Waivers; Amendments.No failure or delay by any Credit Party in exercising any right, remedy, privilege or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, remedy, privilege or power, or any abandonment or discontinuance of steps to enforce such a right, remedy, privilege or power, preclude any other or further exercise thereof or the exercise of any other right, remedy, privilege or power. The rights, remedies, privileges and powers of the Credit Parties hereunder and under each other Loan Document are cumulative and are not exclusive of any rights, remedies, privileges or powers that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by Section 9.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether the any Credit Party may have had notice or knowledge of such Default at the time.

(i) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights, remedies, privileges and powers hereunder and under the other Loan Documents against the Borrower shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with ARTICLE VIII; provided that the foregoing shall not prohibit (i) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit hereunder and thereunder, (ii) any Lender from exercising setoff rights in accordance with Section 9.08 (subject to the terms of Section 2.12) or (iii) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of any proceedings relative to the Borrower under any Debtor Relief Law; provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (x) the Required Lenders shall have the rights otherwise provided to the Administrative Agent pursuant to ARTICLE VIII, and (y) in addition to the matters set forth in clauses (ii), (iii) and (iv) of the preceding proviso and subject to Section 2.12, any Lender may, with the consent of the Required Lenders, enforce any rights or remedies available to it and as authorized by the Required Lenders.

(b)No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower therefrom, shall be effective except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (and acknowledged by the Administrative Agent) or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided that no such agreement shall:

(i)(A) extend or increase the Commitment of any Lender without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in ARTICLE IVARTICLE IV or the waiver of any Default shall not constitute an extension or increase of any Commitment of any Lender), (B) reduce the principal amount of any Loan or reduce the rate of interest thereon, or reduce any fees or other amounts payable hereunder or under any other Loan Document, without the written consent of each Lender directly and adversely affected thereby (provided that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive the obligation of the Borrower to pay interest at the Default Rate, (C)postpone the scheduled date of payment of the principal amount of any Loan or any interest thereon, or any fees or other amounts payable hereunder or under any other Loan Document, or reduce the amount of, waive or excuse any such payment, without the written consent of each Lender directly and adversely affected thereby, (D) change Section 2.12 or any other provision of this Agreement in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender directly and adversely affected thereby, (E) change the payment waterfall provisions of Section 2.12(b), or Section 7.03 or subordinate, or have the effect of subordinating, the Obligations and/or the Liens securing the Obligations to any other indebtedness or any Liens securing such indebtedness (respectively), in each case without the written consent of each Lender directly and adversely affected thereby, (F) waive any condition set forth in Section 4.01 or change any of the provisions of this Section 9.02 or the percentage specified in the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or otherwise modify any rights hereunder or make any determination or grant any consent hereunder or change the definition of “Ineligible Institution” or any other provision hereof to permit the Borrower or any of its Affiliates to become a Lender, in each case without the written consent of each Lender or (G) amend or otherwise change Section 5.08 and the definitions of Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions, without the consent of each Lender.

(c)Notwithstanding anything herein to the contrary:

(i)no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and agreement in respect thereof that by its terms requires the consent of all the Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that any agreement (i) pursuant to sub- clause (A) or (B) of Section 9.02(b)(i) shall require the consent of each Defaulting Lender, or (ii) requiring the consent of all the Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than the other affected Lenders shall require the consent of such Defaulting Lender; and

(ii)if the Administrative Agent and the Borrower jointly identify any ambiguity, omission, mistake, typographical error or other technical defect in any provision of this Agreement or any other Loan Document, then the Administrative Agent and the Borrower (or, in the case of any legal opinion, or other document prepared by a third party in connection with the Loan Documents, the issuer thereof) shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other technical defect, and such amendment shall become effective without any further action or consent of any other party to this Agreement, if the same is not objected to in writing by any Lender (solely to the extent such provision affects or may affect it in its capacity as a Lender) or the Required Lenders to the Administrative Agent within ten Business Days following receipt of notice thereof.

Section 9.03. Expenses; Limitation of Liability; Indemnity, Currency Indemnity, Etc.Expenses. The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Arrangers, the Administrative Agent and their Affiliates, including the reasonable fees, charges and disbursements of counsel for the Arrangers and/or the Administrative Agent, in connection with the syndication of the Facilities, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all out-of-pocket expenses incurred by any Credit Party, including the fees, charges and disbursements of any counsel for such Credit Party, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

(b)Limitation of Liability. To the fullest extent permitted by Applicable Law (i) the Borrower shall not assert, and hereby waives, any claim against any Credit Party and any Related Party thereof for any Liabilities arising from the use by others of information or other materials (including, without limitation, any personal data) obtained through telecommunications, electronic or other information transmission systems (including the Internet), and (ii) the Borrower shall not shall assert, and the Borrower hereby waives, any Liabilities against any Credit Party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or the use of the proceeds thereof; provided that nothing in this Section 9.03(b) shall relieve the Borrower of any obligation it may have to indemnify an Indemnitee, as provided in Section 9.03(c), against any special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party.

(c)Indemnity. The Borrower shall indemnify each Credit Party and each Related Party thereof (in such capacity, each an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all Liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee (including in the case of conflict of interest, separate counsel for any affected Indemnitee), incurred by or asserted against any Indemnitee by any Person (including the Borrower) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby or thereby, (ii) the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or thereby, (iii) any action taken in connection with this Agreement or any other Loan Document, including, but not limited to, the payment of principal, interest and fees, (iv)any Loan or the use of the proceeds thereof, (v) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any Subsidiary thereof, or any Environmental Liability related in any way to the Borrower or any Subsidiary thereof, or (vi) any actual or prospective Proceeding relating to any of the foregoing, whether or not such Proceeding is brought by the Borrower or its equity holders, Affiliates, creditors or any other third Person and whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such Liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence or willful misconduct of such Indemnitee.

(d)Lender Reimbursement. To the extent that the Borrower fails for any reason to indefeasibly pay any amount required to be paid by the Borrower under paragraphs (a)Section 9.03, (b) or (c) of this Section 9.03 to the Arrangers, the Administrative Agent and any Related Party of any of the foregoing

Persons (each, an “Agent-Related Person”), each Lender severally agrees to pay to such Agent-Related Person such Lender’s pro rata share (determined as of the time that the applicable Agent-Related Person seeks payment of such unreimbursed Liability, cost, expense or disbursement, based on each Lender’s Applicable Percentage at such time, or, if such payment is sought after the date upon which the Commitments have terminated and the Obligations have been paid in full, in accordance with such Applicable Percentage immediately prior to such date) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that the unreimbursed Liability, cost, expense or disbursement, as the case may be, was incurred by or asserted against such Agent-Related Person in its capacity as such; provided, further, that no Lender shall be liable for the payment of any portion of such Liabilities, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted primarily from such Agent-Related Person’s gross negligence or willful misconduct.

(e)Payments; Survival. All amounts due under this Section 9.03 shall be payable not later than thirty (30) days after written demand therefor. The agreements in this Section 9.03 shall survive the termination of this Agreement and the payment of the Obligations and all other amounts payable hereunder.

(f)Currency Indemnity.

(i)If any sum due from the Borrower under the Loan Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of: (x) making or filing a claim or proof against the Borrower; or (y) obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings, the Borrower shall as an independent obligation, within five (5) Business Days of demand, indemnify the Credit Party, as the case may be, to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (i) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (ii) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

(ii)The Borrower acknowledges that the financing granted hereunder is a cross-border financing and whether or not all Loans are made by the Lenders in Dollars, it is of the essence of the Loan Documents that any and all payments or repayments made by the Borrower hereunder are made exclusively in the specified currency. The Borrower waives any right (including without limitation any right under Section 765 of the Argentine Civil and Commercial Code (if applicable)) it may have in any jurisdiction to pay any amount under the Loan Documents in a currency or currency unit other than that in which it is expressed to be payable. Additionally, the Borrower unconditionally and irrevocably waives any right it may have in the future to invoke the right to cancel any obligations in Argentine Pesos, if any, hardship (onerosidad sobreviniente) pursuant to Section 781(a) of the Argentine Civil and Commercial Code, force majeure, the theory of unforeseen circumstances (“teor í a de la imprevisi ó n”) pursuant to Article 1091 of Argentine Civil and Commercial Code, “act of God” or any other similar provision pursuant to Section 955 of the Argentine Civil and Commercial Code that would release it from, or be an obstacle for it to comply with, its payment obligations under this Agreement or any other Loan Document, or give rise to any right to request an adjustment of the amounts payable by it under this Agreement and/or any other Loan Document, due to impossibility of paying in Dollars (assuming liability for any force majeure or act of God in respect thereof). For purposes of the aforementioned waiver, the Borrower represents and warrants to the Lenders that it has: (i) considered the current exchange rate between Dollars and Pesos, and the possibility that such exchange rate may be substantially altered in the future; in that regard, the Borrower hereby represents that based on the historical economic evolution of the Peso exchange rate, any future alteration in such exchange rate or the creation of any restrictions on the acquisition of foreign currency, regardless of how sudden or material they may be, would not be extraordinary nor unforeseen; and (ii) received advice from professionals as to such matters

(iii)If there is any restriction or prohibition on access to the Argentine Foreign Exchange Market, or an allocation of the proceeds of the Loan outside Argentina to pay any amount due under the Loan Documents or a requirement to have prior authorization of the BCRA, ARCA or any other authority and such authorization is not obtained prior to the applicable payment date, the Borrower must, at its own expense, obtain the required amount of the specified currency to pay the relevant amount, to the extent permitted by law and to the extent that any such action does not jeopardize

the Borrower’s access to the Argentine Foreign Exchange Market (it being understood that nothing in this Section 9.03(f)(iii) shall affect or impair the rights of any of the Lenders to be repaid any of the amounts owed by the Borrower hereunder in U.S. Dollars or to enforce such repayment right or any other right under any of the Loan Documents), through:

(A)the purchase with Pesos of any public or private bond or tradable debt or equity security listed in Argentina and denominated in the specified currency and transferring and selling the same out of Argentina for the then due amount in the specified currency;

(B)the purchase of the due amount in the specified currency in any market in which it may be purchased, with any legal tender; or

(C)any other lawful mechanism for the acquisition of the specified currency.

The Borrower shall also pay all Taxes, costs and expenses payable in connection with the transactions referred to in this paragraph (ii).

Section 9.04. Successors and Assigns.The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any office or Affiliate of a Lender that funds or books its Loans pursuant to Section 2.02(b) or Section 2.14), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder or under any other Loan Document without the prior written consent of each Credit Party (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign, participate, pledge or otherwise transfer any of its rights or obligations hereunder except in accordance with this Section 9.04. Nothing in this Agreement, expressed or implied, shall be construed to confer any legal or equitable right, remedy or claim under or by reason of this Agreement upon any Person, other than the parties hereto, their respective successors and assigns permitted hereby (including any office or Affiliate of a Lender that funds or books its Loans pursuant to Section 2.02(b) or Section 2.14), Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each Credit Party.

(b)Any Lender may at any time assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loan at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i)

(A)	in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment or the Loan at the time owing to it or contemporaneous assignments to or by related Approved Funds (determined after giving effect to such assignments) that equal at least the amount specified in Section 9.04(b)(i)(B) in the aggregate, or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned;
(B)	in any case not described in Section 9.04(b)(i)(A), the aggregate amount of the Commitment (which for this purpose includes the Loan outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loan subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $10,000,000; and
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(C)	the Administrative Agent shall have consented (such consent not to be unreasonably withheld or delayed) to such assignment, unless the assignee is a Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender; and
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(D)	the assignee shall not be entitled to receive any greater payment under Section 2.14 than a Qualifying Bank would have been entitled to receive; provided, however, that this clause (D) shall not apply in connection with any assignment made while an Event of Default is continuing.

(ii)The assigning Lender shall promptly notify the Borrower of any assignment made pursuant to this Section 9.04(b). For the avoidance of doubt, no consent from the Borrower shall be required for any assignment of all or a portion of a Commitment or Loan.

(iii)The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire (in which it shall designated any Credit Contacts required pursuant to Section 9.13(a);

(iv)No such assignment shall be made to an Ineligible Institution, except while an Event of Default is continuing; and

(v)In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or sub-participations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to each other Credit Party hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under Applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Subject to acceptance and recording by the Administrative Agent of a duly completed Assignment and Assumption pursuant to Section 9.04(c), following the satisfaction of the foregoing requirements of this Section 9.04(b), from and after the effective date specified in each Assignment and Assumption (the “Assignment Effective Date”) the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 2.12, Section 2.13, 2.14 and Section 9.03 with respect to facts and circumstances occurring prior to the Assignment Effective Date of such assignment; provided that, except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereto arising from that Lender’s having been a Defaulting Lender); provided that if either the assigning Lender or the assignee shall have failed to satisfy the foregoing requirements of this Section 9.04(b), the Administrative Agent shall have no obligation to accept or record such Assignment and Assumption. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with (and subject to compliance with) Section 9.04(d).

(c)The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices in the United States a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the applicable Lenders, and the applicable Commitment of, and principal amount (and stated interest) of the Loan owing to, each Lender

pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower and the Credit Parties shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d)Any Lender may at any time, without the consent of, or notice to, the Borrower or any Credit Party, sell participations to any Person other than an Ineligible Institution (each such Person, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of any Commitment of such Lender and/or any Loan owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged; (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; and (C) the Borrower and the Credit Parties shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 9.03(c) with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Section 2.09 and Section 2.11 (subject to the requirements and limitations therein, including the requirements under Section 2.11(f) (it being understood that the documentation required under Section 2.14(f) shall be delivered to the participating Lender to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 2.17 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Section 2.12 or 2.14, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.14 (b) Section 2.16(b) with respect to any Participant. To the extent permitted by Applicable Law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.15(c) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans, Reimbursement Obligations and other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register of each Lender shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in its Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(e)Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment of a security interest shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

Section 9.05. Survival. All covenants, agreements, powers of attorney, proxies, representations and warranties made by the Borrower herein and in the other Loan Documents and in the certificates or other instruments prepared or delivered in connection herewith or therewith, or pursuant hereto or thereto, shall (a) be considered to have been relied upon by the other parties hereto, (b) survive the execution and delivery hereof and thereof, the making of the Borrowing hereunder, and the commencement any proceedings under any Debtor Relief Law with respect to the Borrower, regardless of any investigation

made by any such other party or on its behalf and notwithstanding that any Credit Party may have had notice or knowledge of any Default or incorrect representation or warranty at the time of any Borrowing hereunder, and (c) continue in full force and effect as long as any Obligations (other than Unasserted Obligations) under this Agreement are outstanding and unpaid or unsatisfied and so long as the Commitments have not expired or terminated. The provisions of Section 2.09, Section 2.11 and Section 9.3 and ARTICLE VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the payment in full of the Obligations or the termination of this Agreement or any other Loan Document or any provision hereof or thereof.

Section 9.06. Counterparts; Integration; Effectiveness; Electronic Execution.

(a)This Agreement, each other Loan Document and any Ancillary Document may be executed in counterparts (and by different parties hereto or thereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract (and signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document), except, as to any other Loan Document or any Ancillary Document, as expressly set forth therein. This Agreement, the other Loan Documents and any an Ancillary Document constituting an agreement constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto, their respective successors and assigns and (to the extent expressly provided herein) their Related Parties.

(b)The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement, any other Loan Document or any Ancillary Document shall be deemed to include Electronic Signatures or electronic records (including deliveries by any Electronic Means), each of which shall be of the same legal effect, validity and enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be; provided that nothing herein shall require the Administrative Agent to accept Electronic Signatures in any form or format without its prior written consent and pursuant to procedures approved by it; provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, each Credit Party shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the Borrower without further verification thereof and without any obligation to review the appearance or form of any such Electronic Signature and (ii) upon the request of any Credit Party, any Electronic Signature shall be promptly followed by a manually executed counterpart. Without limiting the generality of the foregoing, the Borrower hereby (i) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, proceedings under any Debtor Relief Law or litigation among any of the Credit Parties and the Borrower, Electronic Signatures transmitted by any Electronic Means and/or any electronic images of this Agreement, any other Loan Document or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (ii) any Credit Party may, at its option, create one or more copies of this Agreement, any other Loan Document or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (and all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (iii) waives any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document or any Ancillary Document based solely on the lack of paper original copies thereof, including with respect to any signature pages thereto and (iv) waives any claim against any Credit Party for any Liabilities arising solely from any Credit Party’s reliance on or use of Electronic Signatures or transmissions by any Electronic Means, including any Liabilities arising as a result of the failure of the Borrower to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

Section 9.07. Severability. If any provision of this Agreement or any other Loan Document is held to be invalid, illegal or unenforceable in any jurisdiction, (a) such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof, (b) if requested by any party, the parties hereto shall endeavor in good faith negotiations to replace such provision with a valid provision, the economic effect of

which comes as close as possible to that of the invalid, illegal or unenforceable provision; and (c) the invalidity of a particular provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section, if and to the extent that the enforceability of any provision of this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, then such provision shall be deemed to be in effect only to the extent not so limited.

Section 9.08. Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective branch offices and Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, and other obligations (in whatever currency) at any time owing, by such Lender or any such branch office or Affiliate, to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender or its respective branch offices and Affiliates, irrespective of whether or not such Lender, branch office or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Credit Parties, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and its respective branch offices and Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or its respective branch offices and Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Section 9.09. Governing Law; Jurisdiction; Consent to Service of Process.Governing Law. This Agreement and the other Loan Documents, the rights and obligations of the parties hereunder and thereunder, and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement or any other Loan Document or the transactions contemplated hereby and thereby (each, a “Claim”), shall be construed in accordance with, and governed by, the law of the State of New York (except, as to any other Loan Document, as expressly set forth therein).

(b)Governing Law of Credit Party Claims. Each of the Credit Parties hereby irrevocably and unconditionally agrees that, notwithstanding the governing law provisions of any applicable Loan Document, any claims brought against the Administrative Agent by any other Credit Party relating to this Agreement, any other Loan Document or the consummation or administration of the transactions contemplated hereby or thereby shall be construed in accordance with and governed by the law of the State of New York.

(c)Jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the jurisdiction of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan), and any appellate court from any thereof, in any action or proceeding (whether in contract, tort or otherwise an whether at law or in equity) based upon, arising out of or relating to this Agreement or any other Loan Document or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment, and (ii) agrees that all Claims in respect of any such action or proceeding may (and any such Claims, including cross-claims or third party claims, brought against the Credit Parties or any of their Related Parties may only) be heard and determined in such Federal (to the extent permitted by Applicable Law) or New York State court, and the Borrower irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against any Credit Party or any Related Party thereof in any way relating to this Agreement, any other Loan Document, or the transactions contemplated hereby or thereby, in any other forum. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law.

Nothing in this Agreement or in any other Loan Document shall (x) affect any right that any Credit Party may have to bring any action or proceeding based upon, arising out of or relating to this Agreement against the Borrower or its properties in the courts of any jurisdiction, (y) waive any statutory, regulatory, common law, or other rule, doctrine, legal restriction, provision or the like providing for the treatment of bank branches, bank agencies, or other bank offices as if they were separate juridical entities for certain purposes, including Uniform Commercial Code Sections 4-106, 4-A-105(1)(b), and 5-116(b), UCP 600 Article 3 and ISP98 Rule 2.02, and URDG 758 Article 3(a), or (z) affect which courts have or do not have personal jurisdiction over the issuing lender or beneficiary of any letter of credit or any advising bank, nominated bank or assignee of proceeds thereunder or proper venue with respect to any litigation arising out of or relating to such letter of credit with, or affecting the rights of, any Person not a party to this Agreement, whether or not such letter of credit contains its own jurisdiction submission clause.

(d)Jurisdiction-Related Waivers. Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law, (i) any objection that it may now or hereafter have to the laying of venue of any action or proceeding based upon, arising out of or relating to this Agreement, any other Loan Document or the transactions contemplated hereby or thereby in any court referred to in paragraph (c) of this Section, and (ii) the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(e)Service of Process. Each of the parties hereto hereby irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Applicable Law. The Borrower hereby appoints CT Corporation System (the “Process Agent”), with an office at 28 Liberty Street, New York, NY 10005, as its agent and true and lawful attorney-in-fact in its name, place and stead to accept on its behalf and its property and revenues service of copies of the summons and complaint and any other process which may be served in any such suit, action or proceeding brought in the State of New York, and the Borrower agrees that the failure of the Process Agent to give any notice of any such service of process to the Borrower shall not impair or affect the validity of such service or, to the extent permitted by applicable law, the enforcement of any judgment based thereon. Such appointment shall be irrevocable until all Obligations under the Loans have been paid in full, except that if for any reason the Process Agent appointed hereby ceases to act as such, the Borrower will, by an instrument reasonably satisfactory to the Administrative Agent, appoint another Person in the Borough of Manhattan as such Process Agent subject to the approval of the Administrative Agent acting under Lenders’ instructions. The Borrower covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the designation of a Process Agent pursuant to this Section in full force and effect and to cause the Process Agent to act as such.

Section 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER IN CONTRACT, TORT OR OTHERWISE). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 9.11. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

Section 9.12. Confidentiality. Each Credit Party agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its branch offices’ or Affiliates’ respective Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any Governmental Authority (including any self- regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by Applicable Law or by any subpoena or similar legal process, (d) to any other party to this

Agreement, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as (or no less restrictive than) those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, (ii) any actual or prospective counterparty (or its Related Parties) to any swap or derivative transaction relating to the Borrower and its Obligations, or (iii) a potential or actual insurer, reinsurer or insurance broker in connection with providing insurance, reinsurance or credit risk mitigation coverage under which payments are to be made or may be made by reference to this Agreement, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the Facility or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of identification numbers with respect to the Facility, (h) with the consent of the Borrower, or (i) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section, or (ii) was (prior to disclosure by the Borrower) or becomes available to any Credit Party or its respective branch offices or Affiliates on a non-confidential basis from a source other than the Borrower. For the purposes of this Section, “Information” means all information received from the Borrower relating to the Borrower or its business, other than (x) any information that is independently discovered or developed by a party hereto (or its Related Parties) without utilizing any information received from the Borrower or violating the terms of this Section and (y) and other than information pertaining to this Agreement and the other Loan Documents routinely provided by arrangers to market data collectors, similar data service providers (including league table providers) that serve the lending industry and service providers to any Credit Party in connection with the administration of this Agreement, the other Loan Documents, and the Facility; provided that, in the case of information received from the Borrower after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. For the avoidance of doubt, nothing herein shall prohibit any individual from communicating or disclosing information regarding suspected violations of laws, rules or regulations to a governmental, regulatory or self-regulatory authority without notification to any Person.

Section 9.13. Material Non-Public Information.

(a)The Borrower hereby acknowledges that certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower, any other Relevant Entity, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the materials and information provided by or on behalf of the Borrower hereunder and under the other Loan Documents (collectively, “Borrower Materials”) that may be distributed to the Public Lenders and that (i) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC,” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (ii) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower, any other Relevant Entity, or the respective securities of any of the foregoing for purposes of U.S. federal and state securities Laws (provided, however, that to the extent that such Borrower Materials constitute Information, they shall be subject to Section 9.12); (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Approved Electronic Platform that is designated for Public Lenders, and (iv) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform that is not designated for Public Lenders.

(b)Without limiting the foregoing, the Borrower represents and warrants that each of it and its Controlling and Controlled entities, in each case, if any (collectively with the Borrower, the “Relevant Entities”), either (i) has no SEC registered or unregistered, publicly traded securities outstanding, or (ii) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its securities. Accordingly, the Borrower hereby (i) authorizes the Administrative Agent to make the financial statements to be provided under Section 5.01(a) and 5.01(b) and any other publicly-available information under Section 5.01, along with the Loan Documents, available to Public Lenders and (ii) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of any such securities. The Borrower will not request that any other material be posted

to Public Lenders (including pursuant to Section 5.01(c), Section 5.02 and/or Section 5.03) without either (x) marking them “PUBLIC” in accordance with Section 9.13(a) or (y) expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute “material non-public information” within the meaning of U.S. federal and state securities laws or that the Relevant Entities have no outstanding SEC registered or unregistered, publicly traded securities. Notwithstanding anything herein to the contrary, in no event shall the Borrower request that the Administrative Agent make available to Public Lenders any budgets, certificates, reports or calculations with respect to the Borrower’s compliance with the covenants contained herein that do not otherwise constitute publicly-available information.

(c)EACH LENDER (i) ACKNOWLEDGES THAT THE BORROWER MATERIALS AND ANY OTHER INFORMATION (AS DEFINED IN SECTION 9.12) FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE RELEVANT ENTITIES OR THEIR RESPECTIVE SECURITIES, AND (ii) CONFIRMS THAT (x) IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND (y) IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING U.S. FEDERAL AND STATE SECURITIES LAWS.

(d)ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS, CONSENTS AND AMENDMENTS, FURNISHED BY THE BORROWER OR ANY AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE RELEVANT ENTITIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH PUBLIC LENDER REPRESENTS TO THE BORROWER AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CONTACT PERSON WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW (EACH, A “CREDIT CONTACT”).

Section 9.14. Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan or other Obligation owing under this Agreement, together with all fees, charges and other amounts that are treated as interest on such Loan or other Obligation under Applicable Law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) that may be contracted for, charged, taken, received or reserved by the Lender or other Person holding such Obligation in accordance with Applicable Law, (a) the rate of interest payable in respect of such Loan or other Obligation hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate, and (b) to the extent lawful, the interest and Charges that would have been payable in respect of such Loan or other Obligation but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender or other Person in respect of other Loans or other Obligations or periods shall be increased (but not above the amount collectible at the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Rate for each day to the date of repayment, shall have been received by such Lender or other Person. Any amount collected by such Lender or other Person that exceeds the maximum amount collectible at the Maximum Rate shall be applied to the reduction of the principal balance of such Loan or other Obligation or refunded to the Borrower so that at no time shall the interest and charges paid or payable in respect of such Loan or other Obligation exceed the maximum amount collectible at the Maximum Rate.

Section 9.15. Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to any Credit Party, or any Credit Party exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such Credit Party in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the greater of the Federal Funds Rate from time to time in effect and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. For the avoidance of doubt, all Liens, rights and remedies relating to such revived obligation shall be automatically reinstated, and each Loan Party shall promptly deliver any

documentation that any Agent may reasonably request to effect and evidence such reinstatement and, if applicable, perfect such Liens.

Section 9.16. No Fiduciary Duty, etc.

(a)In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that (i) no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents, (ii) each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to the Loan Documents and the transactions contemplated herein and therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other person, and (iii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents. To the fullest extent permitted by Applicable Law, the Borrower waives and releases any claims that it may have (and agrees that it will not assert any claim) against any Credit Party based on an alleged breach of agency or fiduciary duty by such Person in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby or thereby. Additionally, the Borrower acknowledges and agrees that no Credit Party is advising the Borrower or any of its Affiliates as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower has consulted, and shall consult, with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated herein or in the other Loan Documents, and the Credit Parties shall have no responsibility or liability to the Borrower or any of its Affiliates with respect thereto.

(b)The Borrower further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party, together with its respective branch offices and Affiliates, is a full- service securities or financial services firm that may be engaged in securities trading and brokerage activities, as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including commercial loans and other obligations) of, the Borrower, its Affiliates and other companies with which the Borrower or its Affiliates may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect thereof, including any voting rights, will be exercised by the holder of such rights, in its sole and absolute discretion.

(c)In addition, the Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party, together with its respective branch offices and Affiliates, may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower or its Affiliates may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower or any of its Affiliates, any confidential information obtained from other companies.

(d)Anything herein to the contrary notwithstanding, none of the Arrangers shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in iots capacity, as applicable, as the Administrative Agent and/or Lender hereunder.

Section 9.17. USA PATRIOT Act. Each Credit Party that is subject to the requirements of the Patriot Act hereby notifies the Borrower that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Patriot Act.

Section 9.18. Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected

Financial Institution arising under any Loan Document , to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a)the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder that may be payable to it by any party hereto that is an Affected Financial Institution; and

(b)the effects of any Bail-In Action on any such liability, including, if applicable:

(i)a reduction in full or in part or cancellation of any such liability;

(ii)a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii)the variation of the terms of such liability in connection with the exercise of the Write- Down and Conversion Powers of the applicable Resolution Authority.

Section 9.19. Acknowledgement Regarding Any Supported QFCs.

(a)To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Hedging Contracts or any other agreement or instrument that is a QFC (such support “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States).

(b)In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

Section 9.20. General Data Protection Regulation. In compliance with the provisions of the General Data Protection Regulation and the Spanish Organic Law on the Protection of Personal Data and the guarantee of digital rights, the Administrative Agent hereby informs the Borrower and its Subsidiaries that each of them obliges itself to inform the data subjects that their personal data included in this Agreement will be processed by the Administrative Agent for the purpose of managing the contractual relationship, and of maintaining any relationship with the legal person, party to this Agreement and to which the data subject represents. This processing is necessary and based on the Administrative Agent’s legitimate interest and in compliance with legal obligations. Such personal data will not be disclosed to third parties unless there is a legal obligation to do so and will be kept for as long as the contractual relationship remains in effect and thereafter until any liabilities arising therefrom have expired. The data subjects may contact the Data Protection Officer of the Administrative Agent and of Banco Santander S.A. (the latter at

privacidad@gruposantander.es) and exercise their rights of access, rectification, erasure, blocking, data portability and restriction of processing (or any other recognized by law) by email to scibprivacy@gruposantander.com. Data subjects may also submit any claims or requests relating to the protection of personal data to the Spanish Data Protection Agency at www.aepd.es.

Section 9.21. Directive (EU) 2015/249. In the context of Anti-Money Laundering Laws and specifically, but not limited to, the Directive (EU) 2015/249 and the Commission Delegated Regulation (EU) 2019/758 on additional measures credit and financial institutions must take to mitigate money laundering and terrorist financing risk, the Borrower hereby acknowledges the disclosure to other Lenders of the information provided in the context of the due diligence process or “Know Your Customer”, along with any relevant transactions-related information, that allows the Borrower and its Subsidiaries to comply with (i) the Lenders and their respective Affiliates’ Financial Crime Compliance internal policies, (ii) their legal obligations relating to the anti-money laundering and counter terrorism financing regulations and (iii) their regulatory reporting to the supervisory authorities. In this regard, the Borrower hereby guarantees that the data subjects of the personal data that may be included in the referred information have been duly informed of, and when required by applicable data protection regulation, have expressly consented to, the disclosure of their personal data to that effect.

[Signature page follows.]

SCHEDULE 2.01A

Commitments


Name of Lender	Commitment
Banco Bilbao Vizcaya Argentaria, S.A.	$494,000,000
Deutsche Bank AG, London Branch	$266,000,000
Banco Santander, S.A.	$240,000,000
TOTAL	$1,000,000,000

S-1

Schedule 3.05

INVESTMENTS

Unaudited Investments in excess of US$ 20,000,000 as of September 30, 2024, in millions of Pesos (AR$) /Dollars equivalents:

Telecom Argentina S.A.
	·Bank accounts in Dollars (Onshore/Offshore)	AR$ 40,555 mm / US$ 41.8 mm
	·Sovereigns & Sub-sovereigns US$ Bonds	AR$ 80,500 mm / US$ 82.9 mm

Núcleo S.A.
	·Bank accounts in Dollars (Onshore/Offshore)	AR$ 19,461 mm / US$ 20.0 mm

Schedule 3.23

FINANCIAL DEBT

Unaudited Financial Debt (Principal) as of September 30, 2024 – in millions of Pesos (AR$)*

TELECOM ARGENTINA S.A.


·Bonds –
	AR$	109,051 MM
	AR$	274,406 MM
	AR$	599,009 MM
	AR$	157,729 MM
	AR$	149,396 MM
	AR$	94,840 MM
	AR$	60,550 MM
	AR$	84,825 MM
	AR$	175,097 MM
	AR$	88,007 MM
	AR$	63,471 MM
	AR$	78,902 MM
	AR$	32,706 MM

·Loans
	AR$	41,468 MM
	AR$	8,416 MM
	AR$	132,215 MM
	AR$	132,215 MM
	AR$	39,923 MM
	AR$	35,197 MM

·Overdrafts	AR$	154,750 MM

·Vendor Financing ( 7 MM)	AR$	6,498 MM

NUCLEO S.A.
●Bank Loans in Guaraníes	AR$	44,224 MM

All values are in US Dollars.

*Exchange Rate AR$/USD 970,5 quoted by Banco de la Nación Argentina at the U.S. dollar offer rate as of September 30th 2024.

Schedule 3.25

Page 1 of 3

SUBSIDIARIES

i)	Subsidiaries of the Borrower:


Name	Owner	Ownership
Inter Radios S.A.U.	Telecom Argentina S.A.	100.00%
Cable Imagen S.R.L.	Telecom Argentina S.A.	100.00%
Micro Sistemas S.A.U.	Micro Fintech Holding LLC	100.00%
Micro Fintech Holding LLC	Telecom Argentina SA	100.00%
Telecom Argentina USA Inc.	Telecom Argentina S.A.	100.00%
Adesol S.A.	Telecom Argentina S.A.	100.00%
Telemas S.A.	Adesol SA	100.00%
Televisión Dirigida S.A.	Telecom Argentina S.A.	99.992%
Televisión Dirigida S.A.	PEM S.A.U.	0.008%
Naperville Invest, LLC	Televisión Dirigida S.A.	100.00%
Saturn Holding LLC	Televisión Dirigida SA	100.00%
Manda S.A.	Naperville Invest, LLC	76.6260%
Manda S.A.	Saturn Holding LLC	23.3665%
Manda S.A.	Televisión Dirigida S.A.	0.0075%
Red Intercable Satelital S.A.U.	Manda S.A.	100.00%
PEM S.A.U.	Telecom Argentina S.A.	100.00%
Núcleo S.A.	Telecom Argentina S.A.	67.50%
Personal Envíos S.A.	Micro Fintech Holding LLC	67.50%
CrediPay SA	Micro Fintech Holding LLC	67.50%
Open Pass Holding LLC	Telecom Argentina SA	50.00%
Open Pass S.A.U.	Open Pass Holding LLC	50.00%

<br><br>		<br><br>
Open Pass Mexico SdeRL CV	Open Pass Holding LLC/ Open Pass S.A.U.	50.00%
AVC Continente Audiovisual S.A.	Telecom Argentina S.A.	100.00%
Teledifusora San Miguel Arcángel S.A.	Telecom Argentina S.A.	99.00%
Teledifusora San Miguel Arcángel S.A.	Inter Radios S.A.U.	1.00%
La Capital Cable S.A.	Telecom Argentina S.A.	49.00%
La Capital Cable S.A.	Inter Radios S.A.U.	1.00%
Otamendi Cable Color S.A.	La Capital Cable S.A.	97.00%
Otamendi Cable Color S.A.	PEM S.A.U.	1.50%
Personal Smarthome SA	Telecom Argentina SA	90.00%
Personal Smarthome SA	PEM SAU	10.00%
NyS2 SAU	Personal Smarthome S.A.	100.00%
Negocios y Servicios SAU	Telecom Argentina S.A.	100.00%
Opalker S.A.	Telecom Argentina S.A.	100.00%
Ubiquo Chile SpA	Opalker S.A.	95.00%
Parklet S.A.	Opalker S.A.	100.00%

ii)	Capital Stock in the Borrower:


Name	Owner	Ownership of total capital stock
Telecom Argentina S.A.	Cablevisión Holding S.A.	28.16% (Class D)
Telecom Argentina S.A.	Fintech Telecom LLC	20.83% (Class A)
Telecom Argentina S.A.	Trust created on April 15, 2019	21.84% (Class A and D)
Telecom Argentina S.A.	Free Float	8.54% (Class B)
Telecom Argentina S.A.	Class C Shares	0.01% (Class C)
Cablevisión Holding S.A.	GC Dominio S.A.	26.44% (which represents 64.25% of the voting stock)


Fintech Telecom LLC	Fintech Holdings, Inc.	100%
Fintech Holdings, Inc.	David Manuel Martínez Guzmán	100%

Schedule 3.26

PERMITTED HOLDERS

GC Dominio S.A.

Blue Media Inc.

GS Unidos LLC

Fintech Holdings Inc.

Fintech Telecom LLC

Fintech Advisory Inc.

ELHN-Grupo Clarín New York Trust

1999 Ernestina Laura Herrera de Noble New York Trust

HHM-Grupo Clarín New York Trust

HHM-Media New York Trust

LRP - Grupo Clarín New York Trust

LRP New York Trust

Mr. José Antonio Aranda

Mr. Héctor Horacio Magnetto

Mr. Lucio Rafael Pagliaro

Mr. David Manuel Martínez Guzmán

Mrs. Marcela Noble Herrera

Mr. Felipe Noble Herrera

Mrs. Marcia Ludmila Magnetto

Mr. Horacio Ezequiel Magnetto

Mr. Lucio Andrés Pagliaro

Mr. Francisco Pagliaro

Mrs. María Florencia Pagliaro

SCHEDULE 5.01

Page 1 of 2

INFORMATION TO BEINCLUDED IN ANNUAL REVIEW OF OPERATIONS

A.	Quarterly Operating data ****

Quarter Ended **** , 20 ****


Key Operating Indicators	Measurement Unit

Breakout between prepaid and post-paid for subscriber related indicators
Subscribers	#
Closing balance	#
Avg. during quarter	#
Churn rate

Population covered
Mobile penetration
Estimated subscriber market share

Voice minutes of use

SCHEDULE 5.01

Page 2 of 2



ARPU (in Argentine Pesos)	$

Number of direct employees	#

Number of female direct employees<br><br><br><br>Number of Towers	#

Notes:

1.The above is a suggested format only. The measurement units chosen above are for illustration purposes only.

2.The purpose of this report is to provide regular updates on the company’s operating cost structure and operating performance.

3.The requested operating data should be agreed with the industry specialist to reflect the key industry- specific indicators and should be based on the company’s existing operating reports. If the company’s existing operating reports provide the necessary information, those reports may be submitted as the [Quarterly Operations Review].

**B.**Supplemental Annual Operating Information

(1)Macroeconomic Conditions. Brief description of any material changes that affect the Borrower directly. For example, changes in corporate taxation, import duties, foreign exchange availability, price controls, other areas of regulation.

(2)Markets. Brief description of changes in the Borrower’s market conditions (both domestic and export), with emphasis on changes in market share and its competitors’ market shares.

(3)Sponsors and Shareholdings. Information on significant changes in the ownership of the Borrower, including reasons for changes and the new shareholding structure.

(4)Management and Technology. Summary of significant changes in the Borrower’s

(i)senior management or organizational structure, and (ii) technology, including technical assistance arrangements.

(5)Corporate Strategy. Description of any changes to the Borrower’s corporate or operational strategy, including changes in products, degree of integration, or business emphasis.

(6)Operating Performance. Discussion of major factors affecting the year’s results, including key operating indicators (e.g.: sales - by volume, value and market, operating costs, margins, capacity utilization).

(7)Material Adverse Effect. Discuss any circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

-1-

AUTHORIZATIONS

Schedule 5.09

Page 1 of 8

**I)**Corporate Authorizations:

Banking Powers of Attorney issued by the Company dated April 27, 2020, as supplemented on December 30, 2020.

**II)**Universal Technology of Information Services License and Registered Services:

A continuación, se aporta un detalle de las licencias, registros y autorizaciones de espectro que actualmente se concentran bajo la titularidad de Telecom Argentina S.A. (en adelante “Telecom”) y sus principales subsidiarias.

Téngase presente que Telecom es titular de las licencias, registros y autorizaciones que en el presente se detallan, como consecuencia de haber resultado adjudicataria de las mismas en los casos que así se especifica y como resultado de diversos procesos de reorganización societaria que involucraran distintas sociedades licenciatarias.

Efectivamente, Telecom resultó continuadora de Telecom Personal S.A. (en adelante “Personal”) y de Cablevisión S.A. (en adelante “Cablevisión”), como así también de las sociedades absorbidas por esta última, en virtud de los procesos de reorganización societaria que se detallan a continuación:

(a)Proceso de fusión por absorción en virtud del cual Telecom absorbió a Personal, Nortel Inversora S.A. y Sofora Telecomunicaciones S.A. Dicha fusión se inscribió ante la Inspección General de Justicia(“IGJ”) con fecha 21 de marzo de 2018 bajo el N° 5099 del Libro 88, tomo – de sociedades por acciones.

(b)Proceso de fusión por absorción en virtud del cual Telecom absorbió por fusión a Cablevisión. Dicha fusión se inscribió ante la IGJ con fecha 30 de agosto de 2018 bajo el N° 16345 del libro 91, tomo – de sociedades por acciones.

(c)Previamente, Cablevisión absorbió a través de diversos procesos de fusión por absorción a las licenciatarias de Servicios TIC que se detallan a continuación: (i) Fibertel S.A. fue absorbida por Cablevisión conforme fusión inscripta ante la IGJ con fecha 15 de enero de 2009, bajo el nº 937 del libro 43, tomo - de sociedades por acciones; (ii) Primera Red Interactiva de Medios Argentinos (PRIMA) S.A. fue absorbida por Cablevisión conforme fusión inscripta ante la IGJ con fecha 20 de abril de 2017 bajo el N° 7281 del Libro 83, tomo – de sociedades por acciones; y (iii) las compañías Nextel Communications Argentina S.R.L. (en adelante “Nextel”), Greenmax Telecommunications S.A.U., WX Telecommunications S.A.U., Gridley Investments S.A., Trixco S.A., Fibercomm S.A., Netizen S.A., Eritown Corporation Argentina S.A., Skyonline de Argentina S.A. Infotel Argentina S.A., Nextwave Argentina S.A., Callbi S.A. conforme fusión inscripta ante la IGJ con fecha 23 de febrero de 2018 bajo el N° 3469 del Libro 88, tomo – de sociedades por acciones.

-2- Schedule 5.09

Page 2 of 8

En razón de las distintas fusiones implementadas, y de los desistimientos autorizados, en la actualidad Telecom cuenta con los siguientes registros bajo su Licencia Única Argentina Digital: Servicio deTelefonía Local, Servicio de Telefonía Pública, Servicio de Telefonía de Larga Distancia Internacional, Servicio de Telefonía de Larga Distancia Nacional, Servicio de Telefonía Móvil, Servicio de Comunicaciones Móviles Avanzadas, Servicio de Comunicaciones Personales, Servicio de Telex, Servicio de transporte de Señales de Radiodifusión, Servicio de Valor Agregado, Servicio de Videoconferencia, Servicio de Transmisión de Datos, Servicio Radioeléctrico de Concentración de Enlaces y Servicio de Radiodifusión por Suscripción.

A continuación, se detallan las licencias, registros y autorizaciones adjudicadas a cada una de las licenciatarias, que luego de diversos procesos de reorganización societaria, confluyen en Telecom.

1.	Telecom Argentina STET-France Telecom S.A. (hoy Telecom)
●	Decreto 2347/90: Telefonía local y larga distancia nacional, provisión de enlaces fijos y telefonía pública en la Región Norte.
---	---
●	Resolución SC 2627/98: Telefonía Pública Región Sur.
---	---
●	Resolución SC 8357/99: Telefonía de larga distancia internacional, datos internacional, télex internacional y enlaces punto a punto internacional en la Región Norte.
---	---
●	Resolución SC 91/99: Telefonía local, larga distancia nacional e Internacional, Transmisión de Datos y Télex Internacional en la Región Sur.
---	---
●	Resolución SC 1995/99: Télex Nacional en todo el país.
---	---
●	Resolución SC 429/00: Servicios de valor agregado, trasmisión de datos, videoconferencia, transporte de señales de radiodifusión y repetidor comunitario en todo el país (esta último cuyo desistimiento se autorizó mediante Resolución ENACOM N° 5644/17).
---	---
●	Resolución SC 495/01: Licencia única de servicios de telecomunicaciones con registro del servicio de acceso a Internet en todo el país.
---	---
●	Resolución SC N° 191/96: autoriza el uso de las frecuencias de 899-905/944-950 MHz, para el Servicio Fijo en distintas localidades:
---	---
●	Resolución SC N° 191/96: autoriza el uso de la banda de 1.910-1.930 MHz. para el Servicio Fijo.
---	---
●	Resolución SC 111/03: Autorizar el cambio de denominación TELECOM ARGENTINA STET - FRANCE TELECOM SOCIEDAD ANONIMA a “TELECOM ARGENTINA SOCIEDAD ANONIMA” y autorizar la transferencia de acciones de Nortel Inversora S.A. (controlante de Telecom Argentina S.A.) a Sofora Telecomunicaciones S.A. (accionistas: TELECOM ITALIA S.P.A y TELECOM ITALIA INTERNACIONAL NV (en conjunto “TI Group”), FRANCE CABLES ET RADIO y Atlas COMUNNICATIONS SOCIEDAD ANONIMA (en conjunto “FT Group”) y W. DE ARGENTINA - INVERSIONES SL), siendo TI Group el operador exclusivo de Telecom.
---	---
●	Resolución SC 136/10: Autoriza el cambio de control social de Telecom y Personal, a favor de TI Group.
---	---

-3- Schedule 5.09

Page 3 of 8

●	Resolución ENACOM 277/16: Autorizar el cambio de composición accionaria indirecta de Telecom y Personal, a través de la cual Fintech Telecom LLC se constituye en el accionista indirecto mayoritario.
●	Resolución ENACOM 4545/17: Autoriza la transferencia de los registros, recursos y frecuencias autorizadas de Personal a favor de Telecom.
---	---
●	Resolución ENACOM 5644/17: Autoriza la transferencia de los registros, recursos y frecuencias autorizadas a Cablevisión a favor de Telecom; y, autoriza el cambio de control de Telecom a favor de Cablevisión Holding S.A. Por su parte, mediante Resolución ENACOM 419/2022 se acepta la propuesta de adecuación de espectro ordenada por la Resolución ENACOM 5644/2017 artículo 3°.
---	---
●	Resolución ENACOM 1729/22 y 1736/22: Autoriza el uso de 40 MHz de la banda de 2.600 MHz y el reordenamiento de los canales adquiridos previamente.
---	---
●	Resolución ENACOM 1473/23: se registra a nombre de TELECOM ARGENTINA S.A. el registro para prestar STeFI. Asimismo, se adjudica el Lote 2 comprendido en la banda de frecuencias entre 3.400-3.500 MHz concursadas en el marco de las disposiciones de la Resolución ENACOM 1285/23.
---	---
2.	Personal
---	---
●	Resolución SETyC 11/95: Servicio de Telefonía Móvil (STM) en el Área I.
---	---
●	Resolución SC 18/96: Transmisión de Datos y Servicios de Valor Agregado en todo el país.
---	---
●	Resolución SC 537/96: Autoriza el uso de 25 MHz de la banda de 850 MHz.
---	---
●	Resolución 60/97: Autoriza el uso de 20 MHz de la banda de 1.900 MHz.
---	---
●	Resolución SC 18324/99: PCS en AMBA y Área II.
---	---
●	Resolución SC 18328/99: PCS en Área III.
---	---
●	Resolución SC 18925/99: PCS en Área I.
---	---
●	Resolución SC 18952/99: SRMC en AMBA y autoriza el uso de 12.5 MHz de la banda de 850 MHz.
---	---
●	Resolución SC 502/01: Registra el servicio de Telefonía de larga distancia nacional e internacional en todo el país.
---	---
●	Resolución SC 79/2014: Registra el Servicio de Comunicaciones Móviles Avanzadas.
---	---
●	Mediante las Resoluciones de la SC N° 80/2014, 81/2014, 82/2014 y 83/2014, se adjudicaron las siguientes frecuencias:
---	---

-4- Schedule 5.09

Page 4 of 8

o	para el Servicio de PCS, Bandas de Frecuencia: 1890-1892,5 Mhz y 1970-1972,5 Mhz para el Área de Explotación I (Lote Número 5);
o	para el Servicio de SRMC, Bandas de Frecuencia: 830,25-834 Mhz y 875,25-879 Mhz para el Área de Explotación II (Lote Número 2);
---	---
o	para el Servicio de PCS, Bandas de Frecuencia: 1862,5-1867,5 Mhz y 1942,5-1947,5 Mhz para el Área de Explotación III (Lote Número 6);
---	---
o	para los Servicios de SCMA, Bandas de Frecuencia: 1730-1745 Mhz y 2130-2145 Mhz para el Área de Explotación Nacional (Lote Número 8, adjudicación parcial).
---	---
●	Resolución SC N° 25/2015: autoriza el uso de 20 MHz de la banda de 700 MHz.
---	---
●	Resolución 5478 E/2017 se adjudica el Lote C (40 MHz) en la banda de 2.600 MHz. Esta adjudicación es dejada sin efecto mediante Resolución 3838/2019
---	---
3.	Cablevisión
---	---
●	Resolución ENACOM 1359/16: autoriza la transferencia de la licencia y registros de Fibertel a Cablevisión.
---	---
●	Resolución ENACOM 339/17: autoriza trasferencia de registros, recursos de numeración y señalización y frecuencias y autorizaciones radioeléctricas de PRIMA a Cablevisión.
---	---
●	Resolución ENACOM 1734/17: autoriza trasferencia de registros, recursos de numeración y señalización y frecuencias y autorizaciones radioeléctricas de Nextel, Trixco S.A., Callbi S.A., Infotel Argentina S.A., Skyonline de Argentina S.A., Netizen S.A. y Eritown Corporation Argentina S.A. a Cablevisión.
---	---
●	Resolución ENACOM 1663/17: Aclara la titularidad de las áreas de cobertura detalladas en el Anexo de dicha Resolución son de titularidad de Cablevisión, así como las frecuencias radioeléctricas de los servicios de radiodifusión por suscripción por vinculo radioeléctrico detallados en el mencionado anexo.
---	---
4.	Fibertel S.A.
---	---
●	Resolución 100SC/96: Servicio de Transmisión de Datos.
---	---
●	Resolución 2375SC/97: Servicio de Avisos a Personas. Por Resolución ENACOM 5644/2017 se aprueba su desistimiento.
---	---
●	Resolución 2375SC/97: Servicio de Video Conferencia.
---	---
●	Resolución 2375SC/97: Servicio de Repetidor Comunitario. Por Resolución ENACOM 5644/2017 se aprueba su desistimiento.
---	---
●	Resolución 2375SC/97: Servicio de Transporte de Señales de Radiodifusión.
---	---
●	Resolución 2375SC/97: Servicios de Valor Agregado.
---	---
●	Resolución 2375SC/97: Servicio Radioeléctrico de Concentración de Enlace.
---	---

-5- Schedule 5.09

Page 5 of 8

●	Resolución 168/02: Servicio de Telefonía Local y Telefonía Pública. Por Resolución ENACOM 5644/2017 se aprueba desistimiento de este último.
●	Resolución 167/03: Asignación de numeración AMBA – Benavides – Pilar –Tortuguitas.
---	---
●	Resolución 52/2005: Asignación Código de Señalización Nacional (CPSN) 5600 (en numeración decimal).
---	---
5.	PRIMA S.A.
---	---
●	Resolución SC 62/1996: Licencia para la prestación de Servicios de Valor Agregado en el Ámbito Nacional e Internacional y de Transmisión de Datos, en el ámbito Nacional.
---	---
●	Resolución SC 1459/1998: Licencia para la prestación de Servicios de Videoconferencia.
---	---
●	Resolución SC Nro. 12296/99: autoriza uso de la Banda D del cuadro 2.1. del Anexo 1 de la Resolución SC 869/98 en las áreas de AMBA, Ciudades de Córdoba (Pcia. de Córdoba) Rosario y Santa Fe (Pcia. de Santa Fe), La Plata, Mar del Plata y Bahía Blanca Pcia de Buenos Aires), Paraná (Pcia de Entre Ríos), Mendoza (Pcia de Mendoza), Neuquén (Pcia de Neuquén) y San Miguel de Tucumán (Pcia de Tucumán).
---	---
●	Resolución SC 19/2002: Licencia para la prestación de Servicios de Telefonía Local y Larga Distancia Nacional e Internacional.
---	---
●	Resolución ENACOM 5644/2017. Aprueba la cancelación de las licencias y los registros otorgados a nombre de CABLEVISIÓN SOCIEDAD ANÓNIMA para los Servicios de Transmisión de Datos, de Telefonía Local (STL), de Transporte de Señales de Radiodifusión (STSR), de Valor Agregado (SVA), de Videoconferencia (SVC), de Telefonía de Larga DistanciaNacional (STLDN), de Telefonía de Larga Distancia Internacional (STLDI), y de Comunicaciones Móviles Avanzadas (SCMA), respecto de los cuales TELECOM ARGENTINA SOCIEDAD ANÓNIMA ya posee la titularidad
---	---
6.	Nextel
---	---
●	Resolución SOPyC N° 646/94, Resoluciones SC N° 38/98, N° 4038/99, N° 88/01 y N° 201/02, y Resolución ENACOM N° 1299/17: Licencia de telecomunicaciones y registros para la prestación del Servicio Radioeléctrico de Concentración de Enlaces, Servicio de Avisos a Personas, Servicio de Localización de Vehículos, Servicio de Alarma por Vínculo Radioeléctrico, Servicio de Transmisión de Datos, Servicio de Valor Agregado, Servicio de Telefonía de Larga Distancia Nacional e Internacional, Servicio de Telefonía Local y Servicio de Comunicaciones Móviles Avanzada. Por Resolución ENACOM 5644/2017 se aprueba el desistimiento de los servicios de Localización de Vehículos y de Alarma por Vínculo Radioeléctrico.
---	---
●	Resolución SC 1085/98: Transfiere las licencias de Mc CAW ARGENTINA SA a Nextel SA para la prestación de los servicios de: Radioeléctrico de Concentración de Enlaces (SRCE), Transmisión de Datos (STD), Avisos a Personas (SAP), Alarma por Vínculo Radioeléctrico (SAVR), Localización de Vehículos (SLV).
---	---
●	Resolución SC 4038/99: Licencia para la prestación del Servicio de Valor Agregado (SVA).
---	---
●	Resolución SC 482/01: Se aclara que las licencias para la prestación de Servicios de
---	---

-6- Schedule 5.09

Page 6 of 8

Telecomunicaciones oportunamente otorgadas a NEXTEL ARGENTINA S.R.L., a través de las Resoluciones Nos. 1085/98, 4038/99 y 88/01 deben entenderse otorgadas a NEXTEL COMMUNICATIONS ARGENTINA S.A.

●	Resolución ENACOM 111/17: autorizó las transferencias accionarias directas e indirectas que involucraron a las firmas TRIXCO S.A., CALLBI S.A., INFOTEL ARGENTINA S.A., SKYONLINE DE ARGENTINA S.A., NETIZEN S.A y ERITOWN CORPORATION ARGENTINA S.A. a favor de NEXTEL.
●	Resolución ENACOM 1299-E/2017 (Refarming): Prestación del servicio de SCMA y autoriza uso de las frecuencias comprendidas entre 905 a 915 MHz y 950 a 960 MHz y la banda de frecuencias comprendida entre 2550 a 2560 MHz y 2670 a 2680 MHz.
---	---
7.	Eritown Corporation Argentina S.A.
---	---
●	Resolución SC 2827/97: licencia para la prestación de los Servicios de Transmisión de Datos y Servicio de Valor Agregado a la empresa ERITOWN CORPORATION ARGENTINASOCIEDAD ANÓNIMA.
---	---
8.	Callbi S.A.
---	---
●	Resolución SC 2267/97: Licencia para la prestación de los Servicios de Aviso a Personas,Servicio de Transmisión de Datos, Servicio de Valor Agregado, Servicio de Transporte deSeñales de Radiodifusión y Servicio de Videoconferencia.
---	---
●	Resoluciones SC 4439/99 y SC 362/01: autoriza uso de la banda “8-8” del cuadro 1.4 del Anexo I de la Resolución SC 869/98 (2584-2596/2680-2686) en AMBA.
---	---
●	Resolución SC 191/03: Servicios de Telefonía Local, Larga Distancia Nacional e Internacional.
---	---
9.	Trixco S.A.
---	---
●	Resolución SC 1335/99: Autoriza uso de la banda 905-915 MHz y 950-960 MHz en las áreas de CABA, Moreno, Merlo, Gonzales Catán, José C. Paz, Pilar, J. M. Gutiérrez, Glew y La Plata de la Provincia de Buenos Aires; Córdoba y Mendoza de las provincias homónimas; y, Rosario provincia de Santa Fe.
---	---
●	Resolución SC 1/2002: Licencia de Reventa para Servicio de Telecomunicaciones y Servicio de Telefonía Local.
---	---
●	Resolución 115/2012: Registro para la prestación del Servicios de Telefonía de Larga Distancia Nacional, Internacional, Servicio de Valor Agregado y Servicio de Telefonía Pública.
---	---
●	Resolución SC 116/12: extiende área de prestación a AMBA, ciudades de Moreno, Merlo,González Catán, José C. Paz, Pilar, J. M. Gutierrez, Glew y La Plata, de la Provincia de Buenos Aires, y las ciudades de Córdoba, Mendoza, de las provincias homónimas y la ciudad de Rosario, Provincia de Santa Fe.
---	---

-7- Schedule 5.09

Page 7 of 8

10.	Infotel Argentina S.A.
●	Resolución N° 3357/99: licencia para la prestación de los Servicios de Valor Agregado y Transmisión de Datos.
---	---
●	Resolución SC 95/02 autoriza uso de la “4-4” (2536-2548/2608-2620) del cuadro 1.4 del Anexo I de la Resolución SC N° 869/98 en la Ciudad de Buenos Aires y un radio de 180 km.
---	---
●	Resolución SC N° 263/03: licencia de Reventa de Servicios de Telecomunicaciones.
---	---
11.	Skyonline de Argentina S.A.
---	---
●	Resolución SC N° 4508/99: autoriza uso de las bandas “F” del cuadro 2.1 del anexo II de la Resolución SC N° 869/99 en las localidades de Santa Fe, provincia homónima y Posadas,provincia de Misiones.
---	---
●	Resolución SC N° 4539/99: autoriza uso de las bandas “I” del cuadro 2.2 del anexo II de la Resolución N° 869/98, para el área de la ciudad de Mendoza, provincia homónima.
---	---
●	Resolución SC N° 4506/99: autoriza uso de las bandas “3-3” del cuadro 1.4 del Anexo I de la Resolución SC N°869/98, en el área de prestación correspondiente al AMBA.
---	---
●	Resolución SC 4432/99: Licencia para la prestación de los Servicios de Transmisión de Datos y Valor Agregado.
---	---
12.	NETIZEN S.A.
---	---
●	Resoluciones SC 72/2002, N° 49/1998 y N° 2.521/1999: licencia para Reventa de Servicios de Telecomunicaciones, Servicio de Valor Agregado, y Servicios de Transmisión de Datos y Videoconferencia.
---	---
13.	A.V.C. CONTINENTE AUDIOVISUAL S.A.
---	---
●	Resolución COMFER 537/95 y 82/96: licencia de circuito cerrado de televisión de la Ciudad de Córdoba en favor de AVC Continente Audiovisual S.A.
---	---
●	Resolución ENACOM 1370/23: Autoriza el cambio de control social de la empresa A.V.C. Continente Audiovisual S.A. a favor de TELECOM ARGENTINA S.A.
---	---
14.	NEGOCIOS Y SERVICIOS S.A.
---	---
●	Resolución SC 186/96: Servicio de transmisión de datos y de valor agregado.
---	---
●	Resoluciones 199/2001 y 91/2002 SC: Servicios de telefonía de larga distancia nacional e internacional y Reventa de servicios de telecomunicaciones y Telefonía Pública.
---	---
●	Resolución ENACOM 1911/23: se procede a la cancelación de los registros para la prestación de
---	---

-8- Schedule 5.09

Page 8 of 8

los Servicios de Radiodifusión por suscripción por vinculo físico y/o radioeléctrico; Operador Móvil Virtual; Telefonía Local; Servicio de Telefonía de Larga Distancia Nacional; Telefonía de Larga Distancia Internacional; Telefonía Pública; Comunicaciones Personales; Comunicaciones Móviles Avanzadas; Radiocomunicación Móvil Celular y Telefonía Celular.

Se autoriza la transferencia accionaria a favor de TELECOM ARGENTINA S.A.

15.

NyS2 S.A.U.

●

Resolución ENACOM 1355/23: Se otorga licencia para la prestación de Servicios de Tecnologías de la Información y las Comunicaciones, sean fijos o móviles, alámbricos o inalámbricos, nacionales o internacionales, con o sin infraestructura propia, en los términos del Anexo I, de la Resolución del ex MINISTERIO DE MODERNIZACIÓN N° 697/2017 y su modificatoria. Se inscribe en el registro para la prestación de los Servicios de Valor Agregado - Acceso a Internet y de Radiodifusión por Suscripción mediante Vínculo Físico y/o Radioeléctrico

---

SUBSIDIARIAS LICENCIATARIAS TIC

1.	Telecom Argentina USA INC: Autorización de la FCC según Sección 214 de la Communications Act, del 22/02/01: Licencia Global para la prestación del servicio internacional de telecomunicaciones en los Estados Unidos de América.
2.	Núcleo S.A.:
---	---
●	Resolución CONATEL 278/97: Servicio de telefonía celular en Paraguay.
---	---
●	Resoluciones CONATEL 1118/98: PCS en Asunción (Paraguay).
---	---
●	Resolución CONATEL 1249/2018: Provisión de acceso al servicio de internet transmisión de datos
---	---
●	Resolución CONATEL 375/2018: Servicios en 700 mhz 4G
---	---
3.	Adesol S.A.: (Es una Subsidiaria de Telecom que no es licenciataria, pero presta servicios a diversas permisionarias en la República Oriental del Uruguay).
---	---
●	Decreto N° 82/15: se asignan 16 canales en común (los mismos) a BERSABEL S.A. y VISION SATELITAL S.A. (sociedades vinculadas a Adesol S.A.)
---	---
●	Decreto 305/015 (sustitutivo del Decreto 153/012): confirmó el destino de los canales 21 al 36 (512 MHz a 608 MHz) y 38 al 41 (614 MHz a 638 MHz), de 6 MHz cada uno, en la banda de UHF exclusivamente para la prestación del servicio de radiodifusión de televisión digital abierta, gratuita y accesible en todo el país, con excepción de los canales 35 (596-602 MHz), 36 (602-608 MHz) y 38 al 41 (614-638 MHz).
---	---

-1-

Schedule 6.02

EXISTING LIENS

None

Schedule 6.03

Page 1 of 2

PROHIBITED ACTIVITIES

The Lenders do not finance projects or companies involved in the production, trade, or use of the products, substances or activities listed below:

1.	Those that are illegal under host country laws, regulations or ratified international conventions and agreements
2.	Weapons and ammunitions
---	---
3.	Tobacco^1^
---	---
4.	Gambling, casinos and equivalent enterprises^2^
---	---
5.	Wildlife or wildlife products regulated under Convention on International Trade in Endangered Species of Wild Fauna and Flora (CITES)^3^
---	---
6.	Radioactive materials^4^
---	---
7.	Unbonded asbestos fibers^5^
---	---
8.	Forestry projects or operations that are not consistent with the Bank’s Environment and Safeguards Compliance Policy^6^
---	---
9.	Polychlorinated biphenyl compounds (PCBs)
---	---
10.	Pharmaceuticals subject to international phase outs or bans^7^
---	---
11.	Pesticides/herbicides subject to international phase outs or bans^8^
---	---
12.	Ozone depleting substances subject to international phase out^9^
---	---
13.	Drift net fishing in the marine environment using nets in excess of 2.5 km. in length
---	---

1	This does not apply to project sponsors who are not substantially involved in these activities. “Not substantially involved” means that the activity concerned is ancillary to a project sponsor’s primary operations.
2	This does not apply to project sponsors who are not substantially involved in these activities. “Not substantially involved” means that the activity concerned is ancillary to a project sponsor’s primary operations.
---	---
3	www.cites.org.
---	---
4	This does not apply to the purchase of medical equipment, quality control (measurement) equipment and any equipment where it can be demonstrated that the radioactive source is to be trivial and/or adequately shielded.
---	---
5	This does not apply to the purchase and use of bonded asbestos cement sheeting where the asbestos content is <20%.
---	---
6	GN-2208-20, Environmental and Safeguards Compliance Policy, dated 19 January 2006, approved by the Board of Executive Directors on 19 January 2006.
---	---
7	Pharmaceutical products subject to phase outs or bans in United Nations, Banned Products: Consolidated List of Products Whose Consumption and/or Sale Have Been Banned, Withdrawn, Severely Restricted or not Approved by Governments. (Last version 2001, www.who.int/medicines/library/qsm/edm-qsm-2001-3/edm-qsm-2001_3.pdf)
---	---
8	Pesticides and herbicides subject to phase outs or bans included in both the Rotterdam Convention (www.pic.int) and the Stockholm Convention (www.pops.int).
---	---
9	Ozone Depleting Substances (ODSs) are chemical compounds which react with and deplete stratospheric ozone, resulting in the widely publicized ‘ozone holes’. The Montreal Protocol lists ODSs and their target reduction and phase out dates. The chemical compounds regulated by the Montreal Protocol include aerosols, refrigerants, foam blowing agents, solvents, and fire protection agents. (www.unep.org/ozone/montreal.shtml).
---	---

Schedule 6.03

Page 2 of 2

14.	Transboundary trade in waste or waste products10, except for non-hazardous waste destined for recycling
15.	Persistent Organic Pollutants (POPs)11
---	---
16.	Non-compliance with workers fundamental principles and rights at work12
---	---

10	Defined by the Basel Convention (www.basel.int).
11	Defined by the International Convention on the reduction and elimination of persistent organic pollutants (POPs) (September 1999) and presently include the pesticides aldrin, chlordane, dieldrin, endrin, heptachlor, mirex, and toxaphene, as well as the industrial chemical chlorobenzene (www.pops.int).
---	---
12	Fundamental Principles and Rights at Work means (i) freedom of association and the effective recognition of the right to collective bargaining;
---	---

(ii)prohibition of all forms of forced or compulsory labor; (iii) prohibition of child labor, including without limitation the prohibition of persons under 18 from working in hazardous conditions (which includes construction activities), persons under 18 from working at night, and that persons under 18 be found fit to work via medical examination; (iv) elimination of discrimination in respect of employment and occupation, where discrimination is defined as any distinction, exclusion or preference based on race, color, sex, religion, political opinion, national extraction, or social origin. (International Labor Organization: www.ilo.org)

Schedule 6.08

Page 1 of 1

EXISTING AFFILIATE TRANSACTIONS

All matters disclosed in Note 24 of the Borrower´s consolidated financial statements dated as of September 30, 2024.

EXHIBIT A

ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between the assignor identified in item 1 below (the “Assignor”) and the assignee identified in item 2 below (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below and (ii) to the extent permitted to be assigned under Applicable Law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

1.	Assignor:

2.	Assignee:
		[and is an [Affiliate/Approved Fund] of [identify Lender]]
3.	Borrower(s):

4.	Administrative Agent:		, as the administrative agent under the
		Credit Agreement
5.	Credit Agreement:	[The [amount] Credit Agreement dated as of [date] among [name of Borrower(s)], the Lenders parties thereto, [name of Administrative Agent], as Administrative Agent, and the other agents parties thereto]

E-1

6.Assigned Interest:

	<br><br>	<br><br>
Aggregate Amount of <br>Commitment/Loans for all <br>Lenders	Amount of Commitment/Loans <br>Assigned	Percentage Assigned of <br>Commitment/Loans
$	$	%
$	$	%
$	$	%

Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and Applicable Law, including U.S. federal and state securities laws.

The terms set forth in this Assignment and Assumption are hereby agreed to:

	ASSIGNOR
	[NAME OF ASSIGNOR]

	By:
		Title:

	ASSIGNEE
	[NAME OF ASSIGNEE]

	By:
		Title:

E-2



[Consented to and] Accepted:

[NAME OF ADMINISTRATIVE AGENT], as
Administrative Agent

By

Title:

[Consented to:]

[NAME OF RELEVANT PARTY]

By

Title:

E-3

[ ]

STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

1.	Representations and Warranties.

1.1.Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim,(iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby, and (iv) it is not a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any other Loan Document or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of the Credit Agreement or any other Loan Document, (iv) any requirements under Applicable Law for the Assignee to become a lender under the Credit Agreement or to charge interest at the rate set forth therein from time to time or (v) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under the Credit Agreement or any other Loan Document.

1.2.Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement and under Applicable Law that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender (subject to such consents, if any, as may be required thereunder), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest, on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Arrangers, the Assignor or any other Lender or any of their respective Related Parties, and (vi) attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the Arrangers, any Syndication Agent or Co-Documentation Agent,] the Assignor or any other Lender or any of their respective Related Parties, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement and the other Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender.

2.Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date. Notwithstanding the foregoing, the Administrative Agent shall make all payments of interest, fees or other amounts paid or payable in kind from and after the Effective Date to the Assignee.

3.General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute a single instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Approved Electronic Platform shall be effective as delivery of a

E-4

manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

E-5

EXHIBIT B-1

[FORM OF] BORROWING REQUEST

Banco Bilbao Vizcaya Argentaria S.A.,

as Administrative Agent

Plaza de San Nicolás, 4, 48005 Bilbao, Spain

Email: [•]

Facsimile: [•]

Attention: [•]

[Date]

Ladies and Gentlemen:

Reference is hereby made to the Credit Agreement dated as of [•], 2025 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among [•], each lender from time to time party thereto and Banco Bilbao Vizcaya Argentaria S.A as Administrative Agent. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. This notice constitutes a Borrowing Request and the Borrower hereby gives you notice, pursuant to Section 2.03 of the Credit Agreement, that it requests a Borrowing under the Credit Agreement, and in that connection the Borrower specifies the following information with respect to such Borrowing:

(A)	Aggregate principal amount of Borrowing: $
(B)	Date of Borrowing (which is a Business Day):
---	---
[(C)	Location and number of the Borrower’s account to which proceeds of the requested Borrowing are to be disbursed: [NAME OF BANK] (Account No.: )]
---	---

[Signature page follows.]

E-6

[The Borrower hereby certifies that the representations and warranties set forth in the Credit Agreement and in any other Loan Document to be entered into on the Closing Date are true and correct on and as of the date hereof, as if made on the date hereof, and that no Default has occurred or will occur at the time of and immediately after giving effect to the Borrowing.] [If delivered prior to execution of the Credit Agreement]

	Very truly yours,

	TELECOM ARGENTINA S.A.,

	by
		Name:
		Title:

E-7

ANNEX B

FORM OF NOTICE OF ACCEPTANCE TO OFFER NO. CA 01/2025

, 2025

To:

Telecom Argentina S.A.

[ ]

Re: Offer No. CA 01/2025

Dear Sirs,

On behalf of , we hereby fully and irrevocably accept your Offer No. CA 01/2025 dated as of , 2025.

	Yours truly,
		, as.


	By:
		Name:
		Title:


	By:
		Name:
		Title:

NOTICE OF ACCEPTANCE TO OFFER NO. CA 01/2025

February 23, 2025

To:

Telecom Argentina S.A.

General Hornos 690 Buenos Aires, Argentina

Re: Offer No. CA 01/2025

Dear Sirs,

On behalf of Banco Bilbao Vizcaya Argentaria, S.A., Banco Bilbao Vizcaya Argentaria, S.A New York Branch, Banco Santander, S.A., and Deutsche Bank AG, London Branch, we hereby fully and irrevocably accept your Offer No. CA 01/2025 dated as of February 23, 2025.

Yours truly,

	BANCO BILBAO VIZCAYA ARGENTARIA, S.A., as<br>Lender

	By:	/s/ Pablo Gonzalez
	Name:	Pablo Gonzalez
	Title:	Risk Chief Officer BBVA USA


	By:	/s/ Miguel Pena
	Name:	Miguel Pena
	Title:	Head of Project Finance USA / Canada

[Signature Page to Notice of Acceptance to Offer No. CA01/25]

	BANCO BILBAO VIZCAYA ARGENTARIA, S.A., NEW YORK BRANCH, as Administrative Agent,

	By:	/s/ Pablo Gonzalez
	Name:	Pablo Gonzalez
	Title:	Chief Risk Officer BBVA USA


	By:	/s/ Miguel Pena
	Name:	Miguel Pena
	Title:	Head of Project Finance USA / Canada

[Signature Page to Notice of Acceptance to Offer No. CA01/25]

	BANCO SANTANDER, S.A., as Lender

	By:	/s/ Pablo Trueba
	Name:	Pablo Trueba
	Title:	Managing Director


	By:	/s/ Belen Porres
	Name:	Belen Porres
	Title:	Attorney

[Signature Page to Notice of Acceptance to Offer No. CA01/25]

	DEUTSCHE BANK AG, LONDON BRANCH, as Lender

	By:	/s/ Rodrigo Nonaka
	Name:	Rodrigo Nonaka
	Title:	Director


	By:	/s/ Raul Ferrer
	Name:	Raul Ferrer
	Title:	Managing Director

[Signature Page to Notice of Acceptance to Offer No. CA01/25]

Exhibit 2.5

Ciudad Autónoma de Buenos Aires, 21 de febrero de 2025

Industrial and Commercial Bank of China (Argentina) S.A.U.

Florida 99, Ciudad Autónoma de Buenos Aires

Argentina

Ref.: Oferta N° 1/2025.

De nuestra mayor consideración:

Nos dirigimos a ustedes a los efectos de hacerles llegar la presente propuesta para el otorgamiento de un préstamo que, en caso de ser aceptada, se regirá por los términos y condiciones adjuntos al presente como Anexo I (el “Préstamo”).

La presente será regida e interpretada de acuerdo con las leyes de la República Argentina y tendrá una validez de (5) cinco Días Hábiles para su aceptación, contados a partir de la fecha de su recepción y se considerará aceptada por Industrial and Commercial Bank of China (Argentina) S.A.U. (el “Banco”) si antes del 21 de febrero de 2025 procediera a enviarnos una carta de aceptación.

En caso de que sea aceptada dentro del plazo referido precedentemente, la misma será válida y vinculante para las partes. De lo contrario, será de ningún efecto y se tendrá por no escrita. Las firmas y las facultades de los firmantes deberán ser certificadas por un escribano público en forma simultánea a la suscripción del documento en cuestión.

Aprovechamos la oportunidad para saludarlos muy atentamente.


TELECOM ARGENTINA S.A.
Como Prestataria.

Por:	/s/ Carlos Moltini	Por:	/s/ Federico Pra
Nombre:	Carlos Moltini	Nombre:	Federico Pra
Cargo:	Presidente	Cargo:	Apoderado

Por:	/s/ Mariano Piñero
Nombre:	Mariano Piñero
Cargo:	Apoderado


RED INTERCABLE SATELITAL S.A.
como Codeudor

Por:	/s/ Carlos Moltini	Por:	/s/ Federico Pra
Nombre:	Carlos Moltini	Nombre:	Federico Pra
Cargo:	Presidente	Cargo:	Apoderado

Por:	/s/ Mariano Piñero
Nombre:	Mariano Piñero
Cargo:	Apoderado

ANEXO I

TERMINOS Y CONDICIONES DEL PRÉSTAMO N° 1/2025


CLÁUSULA PRIMERA DEFINICIONES. INTERPRETACIÓN	1
En caso de conflicto de interpretación entre las definiciones del presente apartado y aquellas del Anexo F prevalecerán las definiciones del Anexo F.	1
Artículo 1.1 Definiciones.	1
Artículo 1.2 Interpretación.	7
CLÁUSULA SEGUNDA PRÉSTAMO	8
Artículo 2.1. Préstamo.	8
Artículo 2.2. Acuerdo de Crédito No Renovable.	8
Artículo 2.3. Desembolsos.	8
Artículo 2.4. Amortización del Préstamo.	9
Artículo 2.5. Cheque.	9
Artículo 2.6. Amortización Anticipada.	11
Artículo 2.7. Intereses.	12
Artículo 2.8. Destino de los fondos.	12
Artículo 2.9. Mayores Costos. Ilegalidad.	12
Artículo 2.10. Pagos en General.	13
CLÁUSULA TERCERA CONDICIONES PRECEDENTES	16
Artículo 3.1. Condiciones Precedentes a los Desembolsos.	16
CLÁUSULA CUARTA	17
Por el presente la Prestataria otorga las declaraciones y garantías que se encuentran descriptas en el Anexo F al presente que se encuentra redactado en el idioma inglés.	17
CLÁUSULA QUINTA Por el presente la Prestataria asume, y se compromete al cumplimiento de, los compromisos y obligaciones que se encuentran descriptos en el Anexo F al presente que se encuentra redactado en el idioma inglés.	17
CLÁUSULA SEXTA En caso de incumplimiento de este Préstamo por la Prestataria se aplicarán los Supuestos de Incumplimiento descriptos en el Anexo F al presente que se encuentra redactado en el idioma inglés.	17
CLÁUSULA SÉPTIMA MORA AUTOMÁTICA	18
Artículo 7.1. Mora.	18
CLÁUSULA OCTAVA IMPUESTOS	18
Artículo 8.1. Impuestos Indemnizables por la Prestataria.	18


Artículo 8.2. Pagos Libres de Impuestos, Deducciones, Retenciones u Otros.	18
Artículo 8.3. Reembolso.	18
Artículo 8.4. Importes Adicionales.	18
Artículo 8.5. Indemnidad por Parte de la Prestataria.	19
CLÁUSULA NOVENA COSTOS, GASTOS Y OTRAS EROGACIONES	19
Artículo 9.1. Costos, Gastos y Otras Erogaciones.	19
Artículo 9.2. Indemnidad por Parte de la Prestataria.	19
CLÁUSULA DÉCIMA DÍAS HÁBILES	20
Artículo 10.1. Días Hábiles. Vencimiento de Plazos.	20
CLÁUSULA DÉCIMO PRIMERA CESIÓN DE DERECHOS Y OBLIGACIONES	20
Artículo 11.1. Cesiones en General.	20
Artículo 11.2. Cheque. Cesión.	20
Artículo 11.3. Prohibición de Cesión. Prestataria.	21
Artículo 11.4. Venta de Participaciones.	21
CLÁUSULA DÉCIMO SEGUNDA DÉBITO EN CUENTA. COMPENSACIÓN	21
Artículo 12.1. Débito en Cuenta.	21
Artículo 12.2. Compensación.	21
Artículo 12.3. Conversión.	21
CLÁUSULA DÉCIMO TERCERA INDEMNIDAD	21
Artículo 13.1. Indemnidad Otorgada por la Prestataria al Banco.	21
Artículo 13.2. Ausencia de Indemnidad a favor de la Prestataria.	22
Artículo 13.3. Independencia.	22
CLÁUSULA DÉCIMO CUARTA BUENA FE CONTRACTUAL. INTERPRETACIÓN DEL EJERCICIO DE DERECHOS. DIVISIBILIDAD. DISPENSAS	22
Artículo 14.1. Buena Fe Contractual.	22
Artículo 14.2. Interpretación del Ejercicio de Derechos.	22
Artículo 14.3. Divisibilidad.	22
Artículo 14.4. Dispensas. Modificaciones.	22
CLÁUSULA DÉCIMO QUINTA LEY APLICABLE	23
Artículo 15.1. Ley Aplicable.	23
CLÁUSULA DÉCIMO SEXTA JURISDICCIÓN	23
Artículo 16.1. Jurisdicción.	23
Artículo 16.2. Renuncia.	23


CLÁUSULA DÉCIMO SÉPTIMA CONSTITUCIÓN DE DOMICILIOS ESPECIALES. NOTIFICACIONES. AUTORIZADOS	23
Artículo 17.1. Constitución de Domicilios.	23
Artículo 17.2. Cambio de Domicilio.	24
Artículo 17.3. Forma de Notificación.	24
Artículo 17.4. Autorización para Inicialar.	24
CLÁUSULA DÉCIMO OCTAVA CODEUDOR.	24
CLÁUSULA DÉCIMO NOVENA OBLIGACIÓN DE TRADUCCIÓN DEL ANEXO F.	24
CLÁUSULA VIGÉSIMA NACIÓN MÁS FAVORECIDA	25


Listado de Anexos
Anexo A		Declaración jurada de política de crédito
Anexo B		Informe de Política de Crédito
Anexo C		Modelo de Solicitud de Desembolsos
Anexo D		Modelo de Certificado de la Prestataria
Anexo E		Modelo de Boleto de Cambio
Anexo F		Declaraciones y Garantías de la Prestataria, Compromisos y Obligaciones de la Prestataria, Supuestos de Incumplimiento.
Anexo G		Carta de Cumplimiento.
Anexo H		Modelo de Carta de Aceptación

El presente Préstamo (el “Préstamo”) se celebra en la Ciudad Autónoma de Buenos Aires, República Argentina, el 21 de febrero de 2025, entre:

(I)Telecom Argentina S.A. con domicilio en General Hornos 690, Ciudad Autónoma de Buenos Aires, República Argentina (la “Prestataria”); y

(II)Industrial and Commercial Bank of China (Argentina) S.A.U., con domicilio en Florida 99, Ciudad Autónoma de Buenos Aires, República Argentina, como prestamista (el “Banco”).

CONSIDERANDO:

(i)Que la Prestataria tiene intención de solicitar un préstamo al Banco, cuyos fondos serán destinados a financiar parcialmente la adquisición del 100% de las acciones que TLH Holdco, S.L., una sociedad limitada constituida, organizada y existente conforme las leyes del Reino de España, posee en Telefónica Móviles Argentina S.A., una sociedad constituida, organizada y existente bajo las leyes de la República Argentina (“TMA”), cuyas acciones representan el 99,999625% del capital social y de los votos de TMA;

(ii)Que el Banco tiene intención de otorgar dicho préstamo a la Prestataria, conforme con lo establecido en el artículo 1.408 del Código Civil y Comercial de la Nación;

(iii)Que el Banco acordó, de acuerdo con los términos y condiciones establecidos en este Préstamo, otorgar dicho préstamo a la Prestataria, conforme con lo establecido en el artículo 1.408 del Código Civil y Comercial de la Nación y en los términos del punto 2.1.2 de las Normas de Política de Crédito (conforme se define más adelante) y cualquier regulación complementaria y/o modificatoria emitida por el Banco Central (conforme se define más adelante);

(iv)Que conforme con lo establecido en el artículo 1.379 del Código Civil y Comercial de la Nación, el préstamo corresponde a la cartera comercial del Banco en virtud de los criterios de clasificación del Banco Central; y

(v)Que a los efectos de otorgar el Préstamo (conforme se define más adelante), el Banco incurrirá en endeudamiento en Dólares con ICBC Doha (según se define más adelante) e ICBC Dubai (según se define más adelante) recibiendo el 40% del monto necesario para otorgar el Préstamo de ICBC Doha y el 60% restante de ICBC Dubai (el “Fondeo Externo”), aclarándose que dicho fondeo es esencial para el Banco a los efectos de poder otorgar el Préstamo y, en consecuencia, la Prestataria reconoce que cualquier pretensión de cancelar el préstamo en una moneda diferente a la expresamente pactada en el presente generaría un perjuicio significativo para el Banco, quien está obligado a cancelar el pasivo asumido bajo el Fondeo Externo, exclusivamente en la moneda extranjera pactada;

POR LO TANTO, las partes acuerdan lo siguiente:

CLÁUSULA PRIMERA

DEFINICIONES. INTERPRETACIÓN

En caso de conflicto de interpretación entre las definiciones del presente apartado y aquellas del Anexo F prevalecerán las definiciones del Anexo F.

Artículo 1.1 Definiciones. Todos los términos en mayúscula en el presente tendrán el significado que se les asigna a continuación, o el que se le asigne expresamente a lo largo de este Préstamo:

“Actividad Principal de la Prestataria” significa (a) la actividad o las actividades llevadas a cabo por la Prestataria y sus Subsidiarias a la fecha de este Préstamo; y (b) incluyendo asimismo, sin carácter limitativo; (i) la provisión de servicios de telecomunicaciones fijas y móviles, servicios de televisión paga, servicios de datos, servicios de Internet, servicios de televisión por cable y servicios de comunicación audiovisual en Argentina, Paraguay y Uruguay; y (iii) cualquier actividad accesoria, complementaria, similar,

habitual, ordinaria o relacionada con los negocios indicados en (i) a (iii) anteriores.

“Acuerdo de Deuda Adicional” tiene el significado asignado en la Cláusula 20.

“Afiliada” significa en relación con una Persona en cualquier momento, cualquier otra Persona directa o indirectamente controlante de, controlada por, vinculada a, y/o sujeta a control común con, dicha Persona. A los fines de esta definición: “control” significa la facultad de dirigir la administración y políticas de esa Persona, directa o indirectamente, ya sea a través de la titularidad de acciones con derecho a voto, por contrato o de otro modo, incluyendo los supuestos en que otra Persona posea una participación accionaria en dicha Persona, que le permita a esa otra Persona elegir o remover a la mayoría de los miembros del directorio, y/o controlar la administración o dirección de los negocios, asuntos y políticas de dicha Persona. Los términos “controlante” y “controlada” tienen significados correlativos.

“AIF” significa la Autopista de la Información Financiera de la Comisión Nacional de Valores.

“Apoderados” son las personas humanas que, en nombre y representación de una Persona y con facultades suficientes, suscriban los Documentos de la Transacción de los cuales dicha Persona fuera parte.

“Auditores de la Prestataria” significa (i) Price Waterhouse & Co. S.R.L.; o (ii) cualquiera de las siguientes firmas de auditores: Pistrelli, Henry Martin & Asociados S.R.L. (una firma de Ernst & Young Global), o Deloitte & Co. S.A. y/o Deloitte S.C., o KPMG Finsterbusch Pickenhayn Sibille. En caso de que la Prestataria designara una firma de auditoría que no fuera alguna de las indicadas en (i) o (ii), la Prestataria deberá solicitar al Banco la aprobación previa para la designación de dicha nueva firma, la cual no podrá ser irrazonablemente denegada, debiendo el Banco responder a dicha solicitud en el plazo de cinco (5) Días Hábiles desde su recepción, entendiéndose que la falta de respuesta por parte del Banco en dicho plazo implicará la denegación de dicha solicitud.

“Autoridad” significa el Estado Nacional, cualquier Provincia o municipio, cualquier autoridad nacional, provincial o municipal, organismo administrativo, legislativo, fiscal, judicial, ente descentralizado, departamento, tribunal, secretaría, agencia, organismo, ente, banco central y cualquier otra dependencia, cuerpo, agencia o repartición en el orden nacional, provincial o municipal, incluyendo sin limitación el BCRA.

“Autorización” significa cualquier consentimiento, registración, presentación, acuerdo, actuación notarial, certificado, licencia, aprobación, permiso, habilitación o exención que, conforme a las Leyes Aplicables, hubiera sido otorgado o debiera otorgarse por parte de cualquier Autoridad, como también las aprobaciones, resoluciones o decisiones de cualquier Persona (incluyendo, en su caso, a cualquiera de sus órganos societarios) que resultara pertinente.

“Banco” es Industrial and Commercial Bank of China (Argentina) S.A.U., como también los Cesionarios que en el futuro se incorporen a este Préstamo, de conformidad con lo previsto en la Cláusula Décimo Primera de este Préstamo.

“Banco Autorizado” es un banco o entidad financiera del exterior sujeta a la supervisión del respectivo banco central u organismo equivalente, radicada en jurisdicciones: (i) no consideradas de baja o nula tributación en los términos del artículo 20 de la Ley del Impuesto a las Ganancias y el artículo 25 del Decreto Nº 862/2019, reglamentario de la Ley de Impuesto a las Ganancias; o (ii) que hayan suscripto con la República Argentina convenios de intercambio de información y, por aplicación de sus normas internas no pueda alegarse secreto bancario, bursátil o de otro tipo, ante el pedido de información del respectivo fisco.

“BCRA” o “Banco Central” significa el Banco Central de la República Argentina.

“Bienes” significa cualquier activo, ingreso o cualquier otro bien, ya sea tangible o intangible, inmueble o mueble, incluyendo, sin carácter laxativo, cualquier derecho a percibir ingresos.

“Cambio Legal” significa la aprobación, entrada en vigencia, promulgación, derogación o modificación de cualquier ley, decreto, resolución o reglamento, o un cambio en la interpretación o aplicación de los mismos por cualquier organismo gubernamental encargado de ello, sea nacional, provincial o municipal, incluyendo sin limitación las normas del BCRA, la CNV y cualquier recomendación efectuada por el Consejo de Basilea que fuera aplicable al Banco, así como el cumplimiento por el Banco de cualquier requerimiento o directiva de organismos gubernamentales sea nacional, provincial o municipal (tuvieren o no la validez de una ley).

“Cambio Sustancial Adverso” significa (i) cualquier efecto adverso significativo sobre el negocio, las operaciones, los bienes, la condición (financiera o de otro tipo) de la Prestataria y sus Subsidiarias, consideradas en su conjunto; (ii) cualquier efecto adverso significativo sobre la capacidad de la Prestataria para cumplir con sus obligaciones de pago en virtud de cualquier Documento de la Transacción; o (iii) cualquier efecto adverso significativo sobre la legalidad, validez, obligatoriedad o exigibilidad de cualquier disposición de los términos y condiciones de este Préstamo o de cualquiera de los demás Documentos de la Transacción o de los derechos y recursos del Prestamista en virtud de los mismos.

“Capital” significa el monto total del Préstamo solicitado por la Prestataria indicado en el Artículo 2.1 de este Préstamo.

“Capital Social” significa, respecto de cualquier Persona, todas y cada una de las acciones, participaciones sociales, derechos de compra, warrants, opciones u otros equivalentes o derechos (cualquier fuera su nombre) en el capital accionario o preferido u otras participaciones en el capital de dicha Persona, con o sin derecho de voto, incluyendo entre otros, cuotapartes de sociedades de personas.

“Cesionarios” significa los bancos, las entidades financieras, las personas humanas y/o jurídicas en favor de las cuales el Banco realice una cesión de conformidad con lo establecido en la Cláusula Décimo Primera de este Préstamo.

“Cheque” tiene el significado asignado en el Artículo 2.5 (a).

“Cláusula Diferente” tiene el significado establecido en la Cláusula 20.

“Cláusula Incorporada” tiene el significado establecido en la Cláusula 20.

“CNV” significa la Comisión Nacional de Valores.

“Codeudor”: significa Red Intercable Satelital S.A

“Condiciones Precedentes” significa las condiciones suspensivas para los Desembolsos del Préstamo previstas en la Cláusula Tercera del presente Préstamo.

“Préstamo” significa el Préstamo otorgado por Industrial and Commercial Bank of China (Argentina) S.A.U. a Telecom Argentina S.A. según los términos y condiciones del presente documento.

“Cuenta de la Prestataria” es la cuenta corriente en Pesos Nº 09310200420692 a nombre de la Prestataria abierta en el Banco.

“Declaraciones y Garantías” significa las declaraciones y garantías otorgadas por la Prestataria conforme lo establecido en la Cláusula Cuarta de este Préstamo.

“Declaración Jurada de Política de Crédito” significa la declaración jurada a ser entregada por la Prestataria en virtud de los Requerimientos del Banco Central sustancialmente en forma similar al Anexo A.

“Desembolsos” tiene el significado asignado en el Artículo 2.1 de este Préstamo.

“Destino de los Fondos” tiene el significado asignado en el Artículo 2.8 de este Préstamo.

“Día Hábil” significa cualquier día excepto sábado, domingo u otro día en que los bancos comerciales estén autorizados a operar y realizar operaciones de cambio en la Ciudad Autónoma de Buenos Aires, Argentina; en la Ciudad de Doha, Catar; en la Ciudad de Dubai, Emiratos Árabes y en la Ciudad de Nueva York, Estados Unidos.

“Documentos de la Transacción” significa este Préstamo, la Solicitud de Desembolsos, el Cheque y los demás documentos privados y/o públicos que instrumenten la transacción.

“Dólares” y el signo “US$” significa la moneda de curso legal en los Estados Unidos de América.

“Fecha de Amortización Anticipada Voluntaria” tiene el significado asignado en el Artículo 2.6(a).

“Fecha de Amortización de Capital” tiene el significado asignado en el Artículo 2.4 de este Préstamo.

“Fecha de Desembolso” significa el 24 de febrero de 2025, sujeto a que el Banco haya recibido cada uno de los documentos y, a su exclusivo criterio, se hayan cumplido cada una de las Condiciones Precedentes; estableciéndose, en caso de que dichas Condiciones Precedentes no hayan sido cumplidas a dicha fecha, La Fecha de Desembolso podrá extenderse por un plazo adicional de setenta y dos (72) horas hábiles conforme lo acuerden las Partes.

“Fecha de Pago de Intereses” significa el último día de cada Período de Intereses.

“Fecha de Vencimiento” significa la fecha en que se cumplan 60 meses desde la Fecha de Desembolso.

“Fecha de Determinación de Intereses” significa el segundo (2º) Día Hábil inmediato anterior al inicio del Período de Intereses siguiente a aquel respecto del cual corresponda determinar la Tasa Aplicable.

“Fondeo Externo” tiene el significado asignado en el Considerando (v) de este Préstamo.

“ICBC Doha” significa Industrial and Commercial Bank of China, Doha Branch.

“ICBC Dubai” significa Industrial and Commercial Bank of China LTD., Dubai (DIFC) Branch.

“Importes Adicionales” tiene el significado que se le asigna en el Artículo 8.4 de este Préstamo.

“Incumplimiento” significa cualquier acontecimiento, acto o condición que, en virtud de una notificación o por el transcurso del tiempo, o ambos, constituye un Supuesto de Incumplimiento.

“Informe de Política de Crédito” significa un certificado de un Apoderado de la Prestataria satisfactorio para el Banco, en términos sustancialmente similares al Anexo B.

“Intereses Compensatorios” significa los intereses compensatorios a ser pagados por la Prestataria bajo el Préstamo de conformidad con el Artículo 2.7(a) y concordantes de este Préstamo.

“Intereses Moratorios” significa los intereses moratorios a ser pagados por la Prestataria bajo el Préstamo de conformidad con el Artículo 2.7(b) y concordantes de este Préstamo.

“Ley Aplicable” significa todas las normas, sean nacionales, provinciales o municipales, presentes y/o futuras, aplicables al Banco y/o a la Actividad Principal de la Prestataria, según corresponda, incluyendo todas las constituciones, tratados, leyes, decretos, códigos, ordenanzas, resoluciones y demás normas y reglamentaciones emanadas de cualquier Autoridad.

“Ley de Entidades Financieras” significa la Ley Nº 21.526 (sus modificatorias, complementarias y reglamentarias).

“Ley de Impuesto a las Ganancias” significa la Ley N° 20.628 (t.o. 2019), conforme aquella sea modificada y/o complementada.

“Ley General de Sociedades” significa la Ley Nº 19.550 (sus modificatorias, complementarias y reglamentarias).

“Margen Aplicable” significa 4% nominal anual.

“MLC” significa el Mercado Libre de Cambios o aquél que en el futuro lo reemplace.

“Normas de Política de Crédito” significa las normas del Banco Central sobre Política de Crédito según el Texto Ordenado por la Comunicación “A” 8124 del Banco Central, según la misma fuera enmendada, complementada o de cualquier forma modificada de tiempo en tiempo.

“Notificación de Pago Anticipado” tiene el significado asignado en el Artículo 2.6(b).

“Parte” significa el Banco o la Prestataria.

“Parte Indemnizada” tiene el significado asignado en el Artículo 13.1 de este Préstamo.

“Partes” significa el Banco y la Prestataria.

“Períodos de Intereses” significa cada período trimestral comprendido desde la Fecha de Desembolso (incluyendo ese día a los fines del cálculo) hasta el mismo día del tercer mes calendario (excluyendo ese día a los fines del cálculo); estableciéndose, que el último Período de Intereses finalizará en la Fecha de Vencimiento (excluyendo ese día a los fines del cálculo de intereses); y estableciéndose, además, que (i) si un Período de Intereses finalizara en una fecha que no es un Día Hábil, tal Período de Intereses será extendido al primer Día Hábil inmediatamente posterior (excluyendo ese día a los fines del cálculo de intereses) (o, si este último correspondiera a un nuevo mes calendario, el Período de Intereses finalizará el primer Día Hábil inmediatamente anterior, excluyendo ese día a los fines del cálculo de intereses); y (ii) si un Período de Intereses finaliza en un día posterior a la Fecha de Vencimiento, dicho Período de Intereses finalizará en la Fecha de Vencimiento.

“Persona” significa cualquier persona humana o jurídica, sociedad o asociación, unión de colaboración, fideicomiso, organización sin personería jurídica o cualquier estado o persona de derecho público, sus subdivisiones políticas, administrativas o entidades descentralizadas.

“Pesos” y el signo “$” significa moneda de curso legal en la República Argentina.

“Préstamo Bilateral ICBC” o “Préstamo” significa el préstamo otorgado por el Banco a la Prestataria de conformidad con lo indicado en el Artículo 2.1 de este Préstamo.

“Préstamo Sindicado” significa el préstamo sindicado celebrado en idioma inglés y bajo ley de Nueva York denominado “CREDIT AGREEMENT” de fecha 21 de febrero, 2025, entre TELECOM ARGENTINA S.A., los prestamistas bajo el mismo, BANCO BILBAO VIZCAYA ARGENTARIA, S.A. como agente administrativo, BANCO BILBAO VIZCAYA ARGENTARIA, S.A. y DEUTSCHE BANK AG,

LONDON BRANCH como organizadores.

“Prestataria” tiene el significado que se le asigna en el encabezado de este Préstamo.

“Proporción” significa, en cualquier fecha de determinación, el porcentaje que resulta de dividir monto de capital bajo el Préstamo Sindicado a ser amortizado anticipadamente de conformidad con lo previsto en el Artículo 2.6(b) por el monto total de capital adeudado por la Prestataria a ese momento bajo los Préstamo Sindicado.

“Refinanciación” significa, con respecto a cualquier Deuda, la prórroga o renovación, reemplazo, novación o sustitución, o emisión en canje por, o fondos netos que se destinen a pagar, rescatar, recomprar, refinanciar o redondear, inclusive mediante cancelación, Deuda por un monto no mayor al monto de capital de la Deuda que se refinancia, más los intereses devengados e impagos, primas y los honorarios y gastos respectivos.

“Requerimientos del Banco Central” significan los requerimientos regulatorios establecidos en el punto 2.1.2 de la Sección 2 de las Normas de Política de Crédito y cualquier regulación complementaria y/o modificatoria emitida por el Banco Central.

“Restricción Cambiaria” significa la ocurrencia de cualquier evento o existencia de cualquier condición (incluyendo, sin limitación, cualquier evento o condición que ocurra como resultado de la promulgación, ejecución, ratificación, cambio o enmienda de cualquier ley, decreto o reglamento por cualquier Autoridad o cualquier interpretación o aplicación de la misma), que tenga el efecto de impedir, restringir, prevenir o el acceso al MLC para la cancelación del Préstamo o del Fondeo Externo.

“Solicitud de Desembolsos” tiene el significado que se le asigna en el Artículo 2.3(a).

“Subsidiarias” significa, con respecto a una Persona (a los fines de esta definición, la “empresa matriz”) en cualquier fecha, una sociedad por acciones, sociedad de responsabilidad limitada, sociedad de personas, asociación u otra entidad cuyos estados contables estarían Consolidados con los de la empresa matriz en los estados contables Consolidados de la empresa matriz si los estados contables de la empresa matriz se elaboraran de conformidad con los principios contables generalmente aceptados en la jurisdicción de constitución de la empresa matriz, en dicha fecha, así como cualquier otra sociedad por acciones, sociedad de responsabilidad limitada, sociedad de personas, asociación u otra entidad (i) cuyas acciones que representen más del 50% del capital o más del 50% de los derechos a voto ordinarios o, en el caso de una sociedad colectiva, más del 50% de las partes de interés de la sociedad colectiva, sean, en dicha fecha, propiedad o estén bajo el control de o (ii) que esté, en dicha fecha, de otro modo controlada por, en cada caso, la empresa matriz o una o más Subsidiarias de la empresa matriz.

“Supuestos de Incumplimiento” tiene el significado asignado en el Artículo 6.1.

“Tasa Aplicable” significa la Tasa de Referencia más el Margen Aplicable. La Tasa Aplicable será calculada por el Banco en cada Fecha de Determinación de Intereses e informada en dicha fecha a la Prestataria.

“Tasa de Referencia” significa: [(SOFR a Plazo)* (1+Wtax)) / (1-IIBB)], en donde:

SOFR a Plazo : significa, para cualquier período, el Tipo de Referencia SOFR a Plazo para un plazo comparable al período de interés aplicable en el día (dicho día, el "Día de Determinación SOFR Periódico a Plazo") que es dos (2) Días Hábiles de Valores del Gobierno de EE.UU. previos al primer día de dicho período de interés, de acuerdo a lo publicado por el Administrador de SOFR a Plazo; siempre y cuando, si a las 5:00 p.m. (hora de Nueva York) de cualquier Día de Determinación SOFR Periódico a Plazo, el Administrador de SOFR a Plazo no ha publicado el Tipo de Referencia SOFR a Plazo para el plazo aplicable, entonces el SOFR a Plazo será el Tipo de Referencia SOFR a Plazo para dicho plazo, tal y como lo haya publicado el Administrador del SOFR a Plazo, el primer Día Hábil de Valores del Gobierno de EE.UU. anterior.

Tipo de referencia SOFR a Plazo : Significa el tipo de interés a plazo basado en SOFR.

SOFR: Significa una tasa equivalente a la secured overnight financing rate administrada por el Administrador de SOFR a Plazo.

Día Hábil de Valores del Gobierno de E.UU.: Significa cualquier día excepto (i) un sábado, (ii) un domingo o (iii) un día en el que la U.S. Securities Industry and Financial Markets Association recomiende que los departamentos de renta fija de sus miembros permanezcan cerrados durante todo el día a efectos de negociación de valores gubernamentales de Estados Unidos).

Administrador de SOFR a P lazo : Significa el CME Group Benchmark Administration Limited (CBA) (o su administrador sucesivo).

WTAX: Significa la alícuota de impuesto a las ganancias aplicable a intereses o retribuciones pagados por créditos, préstamos o colocaciones de fondos de cualquier origen o naturaleza, a un beneficiario del exterior que sea una entidad bancaria o financiera radicada en jurisdicciones no consideradas de nula o baja tributación de acuerdo con las normas de la ley de impuesto a las ganancias o se trate de jurisdicciones que hayan suscripto con la República Argentina convenios de intercambio de información y además que por aplicación de sus normas internas no pueda alegarse secreto bancario, bursátil o de otro tipo, ante el pedido de información del respectivo fisco. Para referencia de las Partes, el valor acrecentado al momento de firma del presente Préstamo es de 17,72% (diecisiete con 72/100 por ciento)

IIBB: Significa la alícuota del impuesto a los Ingresos Brutos en la Ciudad Autónoma de Buenos Aires aplicable al pago de los intereses o retribuciones pagados por créditos o préstamos a una entidad financiera radicada en la Ciudad Autónoma de Buenos Aires. Para referencia de las Partes, el valor acrecentado por este concepto al momento de firma del presente Préstamo es de 8,00% (ocho por ciento).

En el hipotético supuesto en que la información sobre SOFR a Plazo no estuviera disponible en el Administrador de SOFR a Plazo, el Banco notificará inmediatamente tal situación a la Prestataria y las Partes discutirán durante los 5 Días Hábiles subsiguientes de buena fe la SOFR a Plazo aplicable que regirá sobre el Préstamo. Si durante esos 5 Días Hábiles el Banco y la Prestataria llegaran a acordar una nueva tasa de interés que reemplace la SOFR a Plazo, esa será la tasa a utilizar para el cálculo de la tasa SOFR a Plazo, que regirá desde el comienzo dicho período de interés. Si no se llegara a acordar una nueva tasa de interés que reemplace la SOFR a Plazo durante esos 5 Días Hábiles, la tasa SOFR a Plazo vigente para dicho período de intereses del Préstamo será la tasa a ser determinada por el Banco (informada a la Prestataria mediante un certificado emitido por el Banco en donde se establezca la manera en la que se arribó a dicha tasa, en forma concluyente y vinculante para todos los fines) que exprese como tasa porcentual anual el costo de obtención de los fondos necesario para el Fondeo ICBC del Préstamo de cualquier fuente que el Banco razonablemente pueda seleccionar.”

“Tipo de Cambio de Referencia” significa el tipo de cambio del Dólar Estadounidense/ Peso informado por el BCRA mediante la Comunicación "A" 3500 (Mayorista) (o la regulación que la sucediere o modificare en el tiempo) al cierre del Día Hábil inmediatamente anterior a la fecha de determinación, o en el supuesto que dicho tipo de cambio no se encontrará disponible por cualquier causa, el promedio aritmético simple de los últimos tres (3) Días Hábiles previos a la fecha de determinación en cuestión informada por Industrial and Commercial Bank of China (Argentina) S.A.U.

“UIF” significa la Unidad de Información Financiera.

Artículo 1.2 Interpretación. En este Préstamo, a menos que el contexto requiera lo contrario:

(a)los títulos y el índice se incluyen únicamente a modo de referencia y no afectarán la interpretación del presente Préstamo;

(b)las palabras definidas en singular incluirán el plural y viceversa;

(c)salvo que se indique expresamente lo contrario, toda referencia a una Cláusula, Apartado, Inciso o Anexo será una referencia a una cláusula, apartado, inciso o Anexo del presente Préstamo;

(d)toda referencia a un documento incluirá cualquier modificación, suplemento, enmienda o instrumento sustituto de dicho documento, pero no incluirá a cualquier modificación, suplemento, enmienda o instrumento sustituto que fuera contrario a lo establecido en este Préstamo;

(e)toda referencia a cualquier parte de un documento incluirá asimismo a sus sucesores y cesionarios permitidos;

(f)el término “incluyendo” significa “incluyendo sin limitación”;

(g)ninguna regla de interpretación se aplicará en perjuicio de una Parte, en razón de que dicha Parte fue responsable de la preparación de este Préstamo;

(h)toda referencia a una Ley Aplicable o a una norma dictada por cualquier Autoridad incluirá sus modificaciones, agregados y/o reemplazos.

CLÁUSULA SEGUNDA

PRÉSTAMO

Artículo 2.1. Préstamo.

(a)Sujeto a los términos y condiciones establecidos en este Préstamo, el Banco otorgará un préstamo en Dólares a la Prestataria, de conformidad con lo establecido en el artículo 1408 del Código Civil y Comercial de la Nación, por un monto de capital de Dólares doscientos millones (US$200.000.000) que, sujeto al cumplimiento de las Condiciones Precedentes previstas en la Cláusula Tercera de este Préstamo, será desembolsado en cuatro desembolsos (los “Desembolsos”). En ningún caso, la suma total de los Desembolsos podrá exceder el monto de capital del préstamo.

(b)De acuerdo con lo establecido en el artículo 1379 del Código Civil y Comercial de la Nación, el Préstamo corresponderá a la cartera comercial del Banco.

Artículo 2.2. Acuerdo de Crédito No Renovable. El presente Préstamo no es un acuerdo de crédito renovable. Las sumas del Préstamo que sean amortizadas total o parcialmente por la Prestataria (aún en los supuestos de amortización anticipada del Préstamo previstos en el Artículo 2.6, en su caso), no podrán ser nuevamente desembolsadas bajo el presente.

Artículo 2.3. Desembolsos.

(a)Solicitud de Desembolsos. La Prestataria solicitará los Desembolsos por escrito al Banco, debiendo remitir al Banco la respectiva solicitud de desembolsos según el modelo que se acompaña al presente como Anexo C (la “Solicitud de Desembolsos”), con la mayor antelación posible y en ningún caso más allá de las 10:00 horas (hora de la Ciudad Autónoma de Buenos Aires) del día previo a la Fecha de Desembolso, por correo electrónico a las direcciones de correo electrónico del Banco indicadas en el Artículo 17.1 de este Préstamo, adjuntando la versión digital firmada de la Solicitud de Desembolsos; debiendo no obstante la Prestataria remitir al Banco la Solicitud de Desembolsos firmada dentro de los dos Días Hábiles desde la Fecha de Desembolso. La Solicitud de Desembolsos implicará para la Prestataria el compromiso irrevocable e incondicional de contraer el Préstamo y la obligación para el Banco de efectuar los Desembolsos en la Fecha de Desembolso, sujeto a que el Banco haya recibido cada uno de los documentos y se hayan cumplido a su exclusivo criterio cada una de las condiciones suspensivas previstas en la Cláusula Tercera de este Préstamo.

(b)Procedimiento. Sujeto a la recepción de la Solicitud de Desembolsos de acuerdo con lo previsto en el Artículo 2.3(a) y al cumplimiento de las Condiciones Precedentes previstas en la Cláusula Tercera de este Préstamo, el Banco deberá realizar los Desembolsos mediante transferencia de fondos de inmediata disponibilidad en Dólares, por los montos de cada uno de los Desembolsos que no excederá el monto total del Préstamo, en o antes de las 13:00 horas (hora de la Ciudad Autónoma de Buenos Aires) de la

Fecha de Desembolso a la Cuenta de la Prestataria, a los fines de que la Prestataria cumpla con la obligación de liquidación del Capital a través del MLC en virtud de lo previsto por los Artículos 3.1(m) y 5.1(ee), estableciéndose, sin embargo, que en caso de que a las 13:00 horas (hora de la Ciudad Autónoma de Buenos Aires) de la Fecha de Desembolso, por razones no imputables al Banco o por no haberse cumplido a dicha fecha las Condiciones Precedentes previstas en la Cláusula Tercera de este Préstamo, no se hayan acreditado los respectivos Desembolsos en la Cuenta de la Prestataria, (1) el Banco quedará liberado de su obligación de realizar los respectivos Desembolsos a favor de la Prestataria de conformidad con los términos del presente, (2) la Prestataria no tendrá derecho a recibir o solicitar la realización de Desembolso alguno a su favor (y sin que ello afecte, limite y/o restrinja los derechos que la Prestataria pueda tener contra el Banco como resultado de cualquier incumplimiento de dicho Banco bajo el presente), y (3) el monto comprometido bajo este Préstamose considerará cancelado.

(c)Prueba. La acreditación de los Desembolsos en la Cuenta de la Prestataria implicará, y deberá ser considerada como, suficiente y eficaz recibo de que el Banco realizó el Préstamo a la Prestataria conforme con el presente; estableciéndose, sin embargo, que el Banco podrá, en cualquier momento, solicitar a la Prestataria que emita y entregue al Banco, y a lo que la Prestataria deberá emitir y entregar al Banco dentro de los dos Días Hábiles de serle requerido, un recibo por escrito satisfactorio para el Banco en el que conste que a la Prestataria recibió el Préstamo conforme con el presente.

Artículo 2.4. Amortización del Préstamo. La Prestataria se obliga incondicionalmente a amortizar el Préstamo conforme al siguiente cronograma (cada fecha, una “Fecha de Amortización de Capital”):

Fecha de Amortización de Capital	Monto de Amortización del Préstamo^1^
Fecha en que se cumplan 36 meses de la Fecha de Desembolso	US$40.000.000
Fecha en que se cumplan 42 meses de la Fecha de Desembolso	US$40.000.000
Fecha en que se cumplan 48 meses de la Fecha de Desembolso	US$40.000.000
Fecha en que se cumplan 54 meses de la Fecha de Desembolso	US$40.000.000
Fecha de Vencimiento	US$40.000.000
Total	US$200.000.000

El Banco efectúa expresa reserva de sus créditos respecto de los intereses establecidos bajo el Artículo 2.7 y de cualquier otra suma adeudada que no sea pagada por la Prestataria en oportunidad de cualquier amortización de capital.

Artículo 2.5. Cheque.

(a)Libramiento. La obligación de la Prestataria de reintegrar los Desembolsos y abonar sus respectivos intereses estarán asimismo representados en todo momento (incluyendo, sin limitación, después de una cesión conforme con el Artículo 11.1(a)), por un cheque de pago diferido no a la orden y cruzado, emitido a favor del Banco de conformidad con el artículo 54 de la Ley de Cheques N°24.452, con sus modificaciones y complementos, contra la cuenta que indique el Banco dos (2) Días Hábiles después de su emisión denominado en Pesos (el “Cheque”), suscripto por Apoderados de la Prestataria, completado en debida forma y entregado por la Prestataria al Banco en o antes de la respectiva Fecha de Desembolso, en términos sustancialmente similares a los del Anexo C. El Cheque será emitido por un monto en Pesos equivalente al (i) monto de capital adeudado bajo

^1^	TBD

el Préstamo, convertido a Pesos al Tipo de Cambio de Referencia del Día Hábil inmediato anterior a la Fecha de Desembolso, más (ii) monto equivalente al 20% del capital del préstamo.

(b)En caso que el Tipo de Cambio de Referencia sufriera, en cualquier momento, una variación mayor al 20% del Tipo de Cambio de Referencia vigente a la fecha de emisión del último Cheque, el Banco podrá requerir por escrito a la Prestataria, y la Prestataria deberá entregar al Banco, dentro de los cinco (5) Días Hábiles siguientes de recibida una solicitud escrita del Banco, un nuevo cheque (en reemplazo del anterior) por un monto equivalente al 120% del capital adeudado bajo el Préstamo, convertido a Pesos al Tipo de Cambio de Referencia del Día Hábil inmediato anterior a la fecha de emisión del Cheque en cuestión a fin de reflejar cualquier variación superior al 20% por una fluctuación del Tipo de Cambio de Referencia.

(c)Ejecución. El Banco expresamente acuerda que el Cheque se emitirá exclusivamente a los efectos de evidenciar los Desembolsos bajo el Préstamo en un documento que habilite la acción judicial ejecutiva para el cobro de los montos adeudados en virtud de los mencionados Desembolsos. En este sentido, el Banco expresamente acuerda que solamente (i) presentará el Cheque para su cobro y/o iniciará acciones judiciales a los fines del cobro en caso de que hubiera acaecido un Supuesto de Incumplimiento y aceleración de plazos de pago del Préstamo de conformidad a lo previsto en la Cláusula Sexta de este Préstamo, y/o (ii) cederá el Cheque en los términos del artículo 12 de la Ley de Cheques N°24.452 en caso de cesión permitida de todo o cualquier porción del Préstamo conforme con el Artículo 11.1(c).

(d)Cancelación; Canje. El pago de cualquier porción del capital del Cheque de acuerdo con sus términos y condiciones cancelará la obligación de la Prestataria en virtud del presente de pagar la porción de capital y/o intereses del Préstamo pro tanto, y el pago de una porción del capital adeudado bajo el Préstamo, de acuerdo con los términos y condiciones de este Préstamo, cancelará la obligación de la Prestataria de pagar la porción del capital del Cheque pro tanto; estableciéndose, sin embargo, que la Prestataria podrá solicitar por escrito al Banco, con no menos de siete (7) Días Hábiles de anticipación a la fecha de pago, la cancelación y devolución del Cheque, en cuyo caso, dentro de un plazo de siete (7) Días Hábiles desde que se realice efectivamente el pago, el Banco entregará a la Prestataria el Cheque en cuestión, contra la previa entrega, por parte de la Prestataria al Banco, de un nuevo Cheque que represente el saldo de capital correspondiente al Préstamo del Banco y sus intereses, quedando a cargo de la Prestataria todos los costos, gastos, cargas, impuestos, tasas, contribuciones y otras erogaciones razonables y debidamente documentadas correspondientes a dicho canje del Cheque, cuyas constancias de pago deberán ser acreditadas al Banco (a satisfacción de éste) como condición para la entrega del Cheque a la Prestataria. Sin perjuicio de la cancelación total del Cheque, (i) si el monto pagado o a ser pagado en virtud del Cheque (ya sea originado en su ejecución en la República Argentina o en cualquier otro caso) es menor que el monto adeudado y pagadero de acuerdo con el presente respecto del Préstamo, la Prestataria pagará tal diferencia al Banco a primer requerimiento; y (ii) si el monto pagado o a ser pagado en virtud del Cheque (ya sea originado en su ejecución en la República Argentina o en cualquier otro caso) es mayor que el monto adeudado y pagadero de acuerdo con el presente respecto del Préstamo, el Banco pagará a la Prestataria, a primer requerimiento, los montos que haya recibido en exceso de los montos adeudados y pagaderos al Banco conforme al Préstamo.

(e)Cancelación por Amortización Total. En caso de que se haya amortizado en su totalidad su Préstamo y se hayan pagado, asimismo, la totalidad de los intereses y demás montos pagaderos bajo el presente en relación con el Préstamo, el Banco cancelará el Cheque que represente su Préstamo y los devolverá a la Prestataria dentro de un plazo de siete (7) Días Hábiles de ser ello requerido por la Prestataria al Banco.

(f)Reemplazo; Canje; Subdivisión. El Banco tendrá derecho a obtener de la Prestataria el reemplazo, canje o subdivisión del Cheque por otros de iguales o menores denominaciones en relación con una cesión permitida de todo o cualquier porción del Préstamo conforme con el Artículo 11.2.

(g)Reemplazo por Cambio Legal. La Prestataria deberá reemplazar el Cheque que esté en circulación, dentro de un plazo de diez (10) Días Hábiles de serle requerido por el Banco, por cualquier otro

instrumento idóneo para otorgar al Banco el acceso a la vía ejecutiva, en caso que, como consecuencia de un Cambio Legal, el Cheque perdiera su eficacia como tal y/o dejara de ser exigible por la vía ejecutiva prevista en el Código Procesal Civil y Comercial de la Nación, quedando a cargo de la Prestataria todos los costos, gastos, impuestos y otras erogaciones razonables y debidamente documentados correspondientes a dicho reemplazo, cuyas constancias de pago deberán ser acreditadas al Banco (a satisfacción de éste).

(h)Si cualquier Cheque se extravía, es robado o destruido, la Prestataria deberá emitir, a solicitud del Banco, -que deberá estar acompañada de la copia de la denuncia policial respectiva- un Cheque o Cheques de reemplazo de manera inmediata; de conformidad con los procedimientos establecidos en el Capítulo I, Sección 5 de la Ley de Cheques de Argentina y en la Sección 7.2 de la Comunicación “A” 6273 del Banco Central (según sea enmendada, complementada o reemplazada periódicamente). La emisión y entrega del Cheque por parte de la Prestataria no limitará, reducirá ni afectará de ninguna manera los derechos del Banco otorgados conforme el presente Préstamo. En caso de conflicto entre los términos del presente Préstamo y el Cheque, prevalecerán los términos y condiciones del Préstamo. El Banco se obliga a utilizar cada Cheque únicamente para los fines establecidos en, y de conformidad con, los términos y condiciones del Contrato.

Artículo 2.6. Amortización Anticipada.

(a)Amortización Anticipada Voluntaria. La Prestataria podrá en cualquier Fecha de Pago de Intereses amortizar anticipadamente el Préstamo en forma total o parcial, siempre que: (i) cumpla con el pago de los Intereses devengados y no pagados y cualquier otro monto adeudado hasta la fecha de la amortización (la “Fecha de Amortización Anticipada Voluntaria”); (ii) en caso que la amortización anticipada fuera parcial, el importe de capital a ser amortizado no podrá ser inferior a US$ 10.000.000; y (iii) la amortización anticipada del Fondeo Externo en la misma medida esté permitida bajas las regulaciones vigentes del Banco Central.

(b)Amortización Anticipada Obligatoria. En caso de que la Prestataria decida efectuar una amortización anticipada voluntaria respecto del Préstamo Sindicado, dentro de los cinco (5) Días Hábiles de ocurrido, la Prestataria deberá amortizar anticipadamente el Préstamo, por un monto equivalente a la Proporción más los intereses devengados hasta la fecha de dicho pago anticipado, a cuyo efecto la Prestataria deberá remitir al Banco una notificación de pago anticipado (la “Notificación de Pago Anticipado”) con al menos cinco (5) Días Hábiles de anticipación a la fecha de amortización anticipada de que se trate. La obligación aquí prevista está sujeta a las siguientes condiciones: (i) que la Sociedad tenga acceso al mercado de cambios para la realización de la referida amortización anticipada y (ii) que la amortización anticipada del Fondeo Externo en la misma medida esté permitida bajas las regulaciones vigentes del BCRA.

(c)Otros Montos. Cada amortización anticipada del Préstamo ya sea voluntaria u obligatoria, estará acompañada por los intereses devengados a la fecha de dicha amortización anticipada, no inclusive, sobre la porción del capital que se cancela anticipadamente y por todos los demás montos en ese momento adeudados y exigibles en virtud del presente. El Banco efectúa expresa reserva de sus créditos respecto de los intereses establecidos bajo el Artículo 2.7 y de cualquier otra suma adeudada que no sea pagada por la Prestataria en oportunidad de cualquier amortización anticipada de capital.

(d)Notificaciones. La Prestataria deberá notificar por escrito al Banco toda amortización anticipada a ser realizada en el marco de este Artículo 2.6, a más tardar a las 12:00 horas (hora de la Ciudad Autónoma de Buenos Aires) del quinto Día Hábil inmediatamente anterior a la fecha en la que se realizará la amortización anticipada en cuestión. Cada una de tales notificaciones será irrevocable, y deberá especificar la fecha en la que se realizará la amortización anticipada y el monto total de capital a ser amortizado.

(e)Destino de las Amortizaciones. Las amortizaciones anticipadas parciales realizadas en el marco de este Artículo 2.6 serán aplicadas al Préstamo en forma proporcional al porcentaje de amortización de capital pendiente de pago bajo cada Fecha de Amortización de Capital; estableciéndose, sin embargo, que si la amortización anticipada en cuestión es realizada dentro de los quince (15) Días Hábiles contados desde que la Prestataria haya recibido del Banco una solicitud de compensación conforme con el

Artículo 2.10(a), dicha amortización anticipada podrá, a solo criterio de la Prestataria, ser aplicada exclusivamente al Préstamo conforme con el Artículo 2.10(a).

Artículo 2.7. Intereses.

(a)Intereses. El Préstamo devengará Intereses Compensatorios sobre su capital pendiente de amortización durante cada Período de Intereses, desde la Fecha de Desembolso (incluyendo esa fecha) y hasta la fecha en la que el Préstamo sea amortizado en su totalidad (excluyendo esa fecha), a una tasa igual a la Tasa Aplicable que será calculada por el Banco en cada Fecha de Determinación de Intereses. Los intereses devengados bajo este Artículo 2.7(a) y pendientes de pago serán pagaderos por la Prestataria (i) por período vencido en la respectiva Fecha de Pago de Intereses; (ii) en la fecha de cualquier amortización anticipada bajo el presente respecto de la porción de capital que se amortiza anticipadamente en dicha fecha; y (iii) al vencimiento (ya sea por caducidad de plazos o por otra causa) y, después de dicho vencimiento, a primer requerimiento del Banco.

(b)Intereses en caso de Incumplimiento. Los montos adeudados por la Prestataria bajo el presente que no sean pagados en la fecha y en la forma estipuladas en el presente, cualquiera sea la causa o motivo de ello, devengarán durante el período comprendido entre la fecha en que dichos montos deberían haber sido pagados, inclusive, y la fecha en la que sean efectivamente pagados, no inclusive, (i) intereses compensatorios a la Tasa Aplicable; e (ii) Intereses Moratorios a una tasa de interés equivalente al cincuenta por ciento (50%) de la tasa que corresponda aplicar según lo establecido en el punto (i) precedente. Los intereses devengados bajo este Artículo 2.7(b) y pendientes de pago, serán pagaderos por la Prestataria a primer requerimiento del Banco. Los montos que devenguen intereses bajo este Artículo 2.7(b) no devengarán intereses bajo el Artículo 2.7(a).

(c)Capitalización. En caso de mora, los Intereses Compensatorios y los Intereses Moratorios devengados conforme con este Artículo 2.7, que no hayan sido pagados aún, se capitalizarán semestralmente el último día de cada semestre a partir de la mora y serán considerados, a partir de las fechas en que ocurra tal capitalización, como capital a todos los fines que puedan corresponder, en virtud de lo dispuesto por el artículo 770, inciso (a), del Código Civil y Comercial de la Nación.

(d)Cómputo. Todos los intereses previstos en el presente serán computados sobre la base de un año de 365 días y deberán ser pagados por la cantidad de días efectivamente transcurridos (incluyendo el primer día y excluyendo el último).

Artículo 2.8. Destino de los fondos. Los fondos netos otorgados por el Banco a la Prestataria en cumplimiento de la normativa prevista en el punto 2.1.2 de las Normas de Política de Crédito del Banco Central serán destinados por la Prestataria a financiar parcialmente la adquisición del 100% de las acciones que TLH Holdco, S.L., una sociedad de responsabilidad limitada constituida, organizada y existente bajo las leyes del Reino de España, posee en TMA, cuyas acciones representan el 99,999625% del capital social y de los votos de TMA (el “Destino de los Fondos”).

Artículo 2.9. Mayores Costos. Ilegalidad. (a) Si en cualquier momento acaeciera un Cambio Legal que implicare:

(i)Que el Banco quedare sujeto a cualquier impuesto, tasa, contribución, derecho, u otro cargo cualesquiera adicional o distinto a los existentes a la fecha de este Préstamo que esté relacionado o afecte al Préstamo (excepto por el impuesto a las ganancias sobre los ingresos netos globales gravables del Banco y/o el impuesto a los ingresos brutos del Banco y/o impuestos de naturaleza similar que los sustituyan), o a un aumento en la alícuota de tales impuestos alcanzados por el presente párrafo

(ii)Un cambio en la base imponible respecto de los pagos a ser realizados por la Prestataria al Banco ya fuere de Capital, Intereses Compensatorios, Intereses Moratorios o bien con respecto a cualquier otro monto debido bajo este Préstamo (excepto por un cambio impositivo

respecto del impuesto a las ganancias sobre los ingresos netos globales gravables del Banco y/o el impuesto a los ingresos brutos del Banco y/o impuestos de naturaleza similar que los sustituyan), o bien

(iii)Que se imponga al Banco, se modifique o considere aplicable cualquier reserva, depósito especial o requerimiento de capital mínimo o liquidez y/o rigidez similar en relación con el Préstamo otorgado bajo este Préstamo, o bien

(iv)Que se imponga o considere aplicable al Banco cualquier reserva o depósito especial o requerimiento similar sobre categorías de depósitos relacionadas con el Préstamo otorgado bajo este Préstamo, o bien

(v)Que se produzcan cambios en los requisitos que se exigen al Banco de capital mínimo en relación con el activo que representa el Préstamo, ya sea en virtud de un Cambio Legal o por circunstancias inherentes a la Prestataria, y el resultado de cualquiera de las circunstancias enunciadas en (i) a (v) precedentes, fuere a incrementar el costo del Banco para mantener vigente el Préstamo o reducir el monto de cualquier suma recibida o a ser recibida por el Banco bajo este Préstamo, entonces previa notificación a la Prestataria, la Prestataria podrá optar por: (A) pagar al Banco tal monto adicional o montos adicionales como para compensar al mismo, después de impuestos, por dicho incremento de costos, o por dicha reducción en el monto recibido o a ser recibido por el Banco; excepto que la Prestataria no deberá asumir ni pagar montos adicionales o mayores costos resultantes de un cambio en la jurisdicción desde, o de la oficina respecto de la cual, el Banco realiza o mantiene el Préstamo, excepto por aquellos cambios que sean efectuados a requerimiento de la Prestataria o como consecuencia de un cambio en la ley aplicable a dicha nueva jurisdicción, o aplicable a dicha nueva oficina, que sea posterior al momento en el que hubiese ocurrido dicho cambio de jurisdicción y/o de oficina; o (B) precancelar totalmente las sumas adeudadas y pendientes de pago al Banco bajo el Préstamo, dentro del plazo no mayor de treinta (30) Días Hábiles contados desde la recepción de la notificación del Banco, no resultando exigible a la Prestataria, en este supuesto, el pago de comisión de precancelación o penalidad alguna debiendo no obstante la Prestataria abonar los mayores costos devengados hasta la fecha efectiva de la precancelación total.

La Prestataria acepta que, con la sola presentación de un certificado del Banco estableciendo fundada, razonable y detalladamente la forma en que se calcularon dichos montos y las bases para la determinación de dicho monto o montos adicionales necesarios para compensar al Banco como se ha dicho más arriba, y en ausencia de error manifiesto en dicho certificado, la Prestataria se hallará de pleno derecho y en forma expresa, firme, irrevocable e incondicional, obligada a abonar y pagar dentro de los diez (10) Días Hábiles siguientes y sin protesto alguno tales montos al Banco. Sin perjuicio de la plena vigencia de las obligaciones de la Prestataria indicadas en esta Cláusula, el Banco compromete desde ya sus mayores y mejores esfuerzos para, en el evento que se encontrare ante una de las circunstancias arriba descritas, intentar atenuar los efectos de los mayores costos que tales circunstancias produjeren en el Préstamo. En ausencia de errores manifiestos en el certificado, queda expresamente establecido que la Prestataria sólo podrá impugnar, rechazar y/o discutir tal certificado una vez que, y sólo si, hubiese efectuado al Banco, el pago en tiempo y forma de los montos allí consignados.

(a)No obstante cualquier otra disposición en este Préstamo, si el Banco notificara a la Prestataria que la introducción de cambios en cualquier ley o reglamentación o en su interpretación o como consecuencia de disposiciones emanadas de Autoridad competente convierte en ilegal para el Banco mantener el Préstamo, la Prestataria deberá precancelar, sin penalidad alguna, la totalidad de las sumas adeudadas y pendientes de pago bajo el Préstamo en la próxima Fecha de Pago de Intereses sin protesto alguno, salvo que, a criterio exclusivo del Banco, en virtud de dicha ley, reglamentación, interpretación o disposición no fuera posible efectuar la precancelación en tal fecha, en cuyo caso la precancelación deberá efectuarse dentro del Día Hábil inmediato siguiente solicitado por el Banco y sin protesto alguno.

Artículo 2.10. Pagos en General.

(a)Pagos por Parte de la Prestataria. Todos los pagos que la Prestataria deba realizar en virtud del presente (en concepto de capital, intereses y/o comisiones, honorarios, impuestos, gastos y/u otros montos en los términos del Artículo 2.10, deberán ser realizados antes de las 15:00 horas (hora de la Ciudad Autónoma

de Buenos Aires) de la fecha de su vencimiento en Dólares con fondos de inmediata disponibilidad, sin compensación y/o reconvención alguna. Para ello, la Prestataria se obliga a realizar todos los trámites y presentar toda la documentación que sea necesaria para cerrar cambio el Día Hábil inmediato anterior a cada Fecha de Amortización de Capital y/o Fecha de Pago de Intereses correspondiente a fin de cancelar las sumas adeudadas mediante acceso al MLC. Los pagos recibidos después de dicha hora en cualquier fecha podrán ser considerados, a criterio del Banco, como recibidos el Día Hábil inmediatamente siguiente a los fines del cálculo de intereses sobre ellos. Salvo disposición en contrario establecida en el presente, si cualquier pago en virtud de los términos aquí incluidos venciera un día que no sea un Día Hábil, la fecha para el pago será extendida al primer Día Hábil inmediatamente posterior (o, si este último correspondiera a un nuevo mes calendario, la fecha para el pago será adelantada al primer Día Hábil inmediatamente anterior) y, en el caso de cualquier pago que devengara intereses, se deberán pagar intereses por el período de dicha extensión, excluyendo el último día. Todos los pagos en virtud del presente y/o conforme con cualquier otro Documento de la Transacción, deberán realizarse en Dólares. En caso que la Prestataria no abonara en tiempo y forma cualquier suma adeudada en Dólares, el Banco queda expresamente autorizado a su sola opción, pero no obligado, a debitar a partir del Día Hábil inmediato posterior a la Fecha de Pago de Intereses y/o Fecha de Amortización de Capital, según corresponda, de la cuenta corriente de la Prestataria, la cantidad de Pesos que resulte necesaria para adquirir la cantidad de Dólares adeudada por la Prestataria bajo este Préstamo al Tipo de Cambio de Referencia efectuando el correspondiente boleto de cambio a nombre de la Prestataria; estableciéndose, sin embargo, que el Banco no podrá ejercer la facultad de debitar aquí prevista sobre fondos acreditados en las cuentas de la Prestataria que, conforme lo informado por ésta al Banco, estuviera destinados al pago de salarios, haberes y/o retribuciones de los empleados de la Prestataria. El Banco no será responsable de las diferencias de cambio que pudieran surgir hasta el momento de la efectiva cancelación de la deuda, aun cuando la Prestataria hubiera tenido disponibilidad de Pesos suficientes en su cuenta corriente, renunciando expresa e irrevocablemente a efectuar cualquier tipo de reclamo al respecto.

(b)Aplicación de Pagos Insuficientes. Si en cualquier momento los fondos que el Banco reciba y/o tenga a disposición en virtud del presente y/o de cualquier otro Documento de la Transacción, fueran insuficientes para pagar íntegramente todos los montos de capital, intereses, comisiones y cualesquiera otros montos adeudados y exigibles en ese momento en virtud del presente y/o de cualquier otro Documento de la Transacción, dichos fondos serán aplicados: (i) primero, al pago de los impuestos correspondientes adeudados en ese momento en virtud del presente y/o de cualquier otro Documento de la Transacción; (ii) segundo, al pago de las comisiones, honorarios y gastos correspondientes adeudados en ese momento en virtud del presente y/o de cualquier otro Documento de la Transacción, en forma proporcional entre las partes con derecho a su cobro de acuerdo con los montos de comisiones, honorarios y gastos adeudados en ese momento a dichas partes; (iii) tercero, al pago de Intereses Moratorios adeudados en ese momento en virtud del presente; (iv) cuarto, al pago de Intereses Compensatorios adeudados en ese momento en virtud del presente; y (v) quinto, al pago del capital adeudado en ese momento en virtud del presente.

(c)Pagos sin Compensación. Ninguno de los pagos a realizar por la Prestataria de conformidad con el presente y/o con cualquier otro Documento de la Transacción, podrá ser compensado contra cualquier crédito que la Prestataria pueda tener contra el Banco.

(d)Pagos en Dólares. Todo pago en concepto de amortización del Capital (incluyendo las sumas evidenciadas en el Pagaré), Intereses Compensatorios e Intereses Moratorios devengados respecto del Capital, costos y gastos, y toda otra suma en Dólares que la Prestataria debiere pagar al Banco en virtud del presente o cualquier otro Documento de la Transacción (salvo por los impuestos que pudieran corresponder, en su caso), será hecho por la Prestataria exclusivamente en Dólares. Por lo tanto, la Prestataria renuncia incondicional e irrevocablemente a invocar cualquier derecho que pudiera entenderse le corresponda de cancelar cualquiera de dichas obligaciones de pago que conforme a este Préstamo deben cancelarse en Dólares con una moneda distinta, o con una cantidad menor de la misma o mediante la cesión y/o entrega al Banco de cualquier título (ya sea representativo de deuda o capital) o instrumento de pago. La Prestataria renuncia, por tanto, a invocar respecto de dichas obligaciones de pago: (i) cualquier imposibilidad de pago en Dólares, tomando a su cargo cualquier evento de caso fortuito o fuerza mayor, y reconociendo que la totalidad de dichas obligaciones de pago a su cargo se mantendrán vigentes y exigibles hasta tanto el Banco reciba la exacta cantidad de Dólares que corresponda ser abonada bajo este Préstamo; y (ii) imprevisión y onerosidad sobreviniente (Artículo 1.091 y concordantes del Código Civil y Comercial de la Nación) y/o caso fortuito o fuerza mayor (Artículos 955, 956, 1.730 y concordantes del Código Civil y Comercial de la Nación) y/o

imposibilidad de cumplimiento (Artículo 1.732 y concordantes del Código Civil y Comercial de la Nación), suspensión de cumplimiento (Artículos 1.031, 1.032 y concordantes del Código Civil y Comercial de la Nación) como defensas frente a la acción de cobro de cualquier suma de dinero que adeude al Banco en virtud del presente o para fundamentar la revisión o resolución de este Préstamo.

La Prestataria renuncia en forma incondicional e irrevocable a invocar cualquier derecho y/o facultad que pudiera entenderse le corresponda, ya sea en virtud de la ley, de un hecho gubernamental o de cualquier otro hecho emanado o no de una autoridad gubernamental, de cancelar los montos adeudados bajo el presente denominados en Dólares con una moneda distinta al Dólar billete, incluyendo la moneda de curso legal en la República Argentina, no teniendo efecto cancelatorio ningún pago realizado en cualquier otra moneda que no fuera el Dólar, siendo de estricta aplicación lo establecido en el artículo 765 del Código Civil y Comercial de la Nación, conforme fuera modificado por el Decreto de Necesidad y Urgencia N° 70/2023. Si el Decreto de Necesidad y Urgencia N° 70/2023 fuera declarado ineficaz por cualquier motivo por una autoridad o declarado inconstitucional o si su texto fuera invalidado de alguna manera, la Prestataria renuncia a liberarse de sus obligaciones de pago dando el equivalente en moneda de curso legal.

Consecuentemente, la Prestataria asume y toma a su exclusivo cargo cualquier circunstancia presente o futura (incluyendo, sin limitación, circunstancias de caso fortuito o de fuerza mayor) que pudiera afectar el MLC o mecanismos para la obtención de Dólares o que impida, restrinja o haga más onerosa la adquisición de Dólares adeudada bajo este Préstamo, obligándose, en cualquier supuesto, a cancelar la totalidad de sus obligaciones en Dólares bajo el presente entregando la exacta cantidad de dicha moneda extranjera que adeuda por todo concepto. En consecuencia, queda expresamente establecido que hasta tanto el Banco no hubieran recibido íntegramente la exacta cantidad de Dólares que le fuera adeudada bajo este Préstamo, la Prestataria toma a su cargo todas las consecuencias (incluso, sin limitaciones, por intereses y daños y perjuicios que se devenguen u ocasionen por el incumplimiento de las obligaciones a su cargo) derivadas de la imposibilidad y/o tardanza en la adquisición y aplicación de los Dólares ya sea que se produzcan por causa o con relación a incumplimientos de parte de la Prestataria y/o por disposiciones presentes o futuras o directivas del Banco Central y/o de otra Autoridad Pública, así como las que deriven o sean consecuencia de circunstancias de hecho no imputables al Banco y/o del caso fortuito o de fuerza mayor, aun cuando dichas circunstancias pudieran implicar mayores costos para la Prestataria.

Tales renuncias son efectuadas por la Prestataria en función de que ha merituado debidamente la actual paridad cambiaria entre el Dólar y el Peso, y la existencia actual de ciertas restricciones para el acceso al MLC en la República Argentina y la posibilidad cierta de que tanto la paridad cambiaria actual como el acceso al MLC pueda, con posterioridad a la celebración del presente, experimentar una alteración substancial, habiendo contado con el debido asesoramiento de profesionales altamente calificados de distintas áreas que han estimado conveniente y necesario para la Prestataria asumir tales riesgos futuros.

Si debido a cualquier prohibición o restricción de hecho o de derecho, ya sea existente a la fecha de firma del presente o futura, emanada de un hecho gubernamental o de cualquier otro hecho o circunstancia, se impidiera o restringiera, en forma total o parcial, el acceso al MLC en la República Argentina para la adquisición de Dólares, la Prestataria deberá cumplir con sus obligaciones de pago previstas en el presente en Dólares mediante alguno de los procedimientos que se indican a continuación a exclusivo criterio de la Prestataria en la medida que dichos procedimientos estén a disposición de la Prestataria conforme a la capacidad legal y condicionamientos regulatorios de control de cambios para la actividad de la Prestataria o el cumplimiento de las obligaciones de la Prestataria:

(i)

la compra con Pesos (o la moneda que sea en ese momento de curso legal en la República Argentina) de valores negociables representativos de deuda o de capital denominados y pagaderos en Dólares emitidos por el Gobierno de la República Argentina y/o por compañías públicas o privadas argentinas -de cualquier clase, serie o valor- que se encuentren listados y/o se negocien en el Bolsas y Mercados Argentinos S.A. (“BYMA”) y/o en el Mercado Abierto Electrónico S.A. “MAE”), y que cuenten con autorización de listado y/o negociación y sean activamente negociados en cualquier mercado de valores ampliamente reconocido internacionalmente (los “Títulos”), para que, una vez

negociados y liquidados en BYMA o en el MAE,, su producido en Dólares, neto de gastos, impuestos, tasas y comisiones, sea igual a la cantidad en dicha moneda adeudada al Banco bajo este Préstamo, o

(ii)	mediante cualquier otro procedimiento existente en la República Argentina para la adquisición de los Dólares adeudados bajo el presente.

La aplicación de los procedimientos antes descriptos sólo tendrá efectos cancelatorios en la medida en que, como resultado de los mismos, el Banco hubiere recibido la exacta cantidad de Dólares de inmediata y libre disponibilidad que correspondiere ser abonada bajo el presente, a su plena satisfacción. Todos los gastos, costos, comisiones, honorarios e impuestos pagaderos con relación a los procedimientos referidos en (i) o (ii) precedentes serán pagados por la Prestataria.

CLÁUSULA TERCERA

CONDICIONES PRECEDENTES

Artículo 3.1. Condiciones Precedentes a los Desembolsos. La obligación del Banco de realizar los Desembolsos no entrará en vigencia hasta que el Banco haya recibido cada uno de los siguientes documentos y se hayan cumplido y, en su caso, continúen vigentes, cada una de las siguientes condiciones suspensivas, a sólo criterio del Banco, cuyo cumplimiento o vigencia, según corresponda, deberá haber sido acreditado al Banco en o antes de las 10:00 horas (hora de la Ciudad Autónoma de Buenos Aires) de la Fecha de Desembolso:

(a)Capacidad. La Prestataria deberá haber suscripto válidamente el presente Préstamo y los restantes Documentos de la Transacción, debiendo la(s) firma(s) de quien(es) la represente(n) en dicha suscripción encontrarse debidamente certificada(s) por el escribano público designado por el Banco y aceptado por la Prestataria, el cual debe haber acreditado la identidad y facultades suficientes del/de los firmante(s).

(b)Personería Jurídica. Facultades. La Prestataria deberá entregar al Banco: (i) copia del acta de directorio de la Prestataria transcripta al libro pertinente en la cual se evidencie la aprobación del Préstamo y en la cual asimismo se autorice a determinados funcionarios y/o Apoderados de la Prestataria a suscribir el Préstamo y los restantes Documentos de la Transacción; y (ii) copia del poder general o especial de la Prestataria (según corresponda) del cual surja que los Apoderados de la Prestataria que suscriban en su nombre y representación el presente Préstamo, el Cheque y los restantes Documentos de la Transacción, se encuentran suficientemente facultados para dichos actos o, en el evento que firme el presidente de la Prestataria, copia certificada del acta de asamblea de designación del mismo y del acta de directorio de distribución de cargos, debidamente inscripta en el Registro Público.

(c)Documentos de la Transacción. El Banco deberá recibir cada uno de los Documentos de la Transacción (incluyendo el Cheque a ser librado por la Prestataria con relación a los Desembolsos conforme al Artículo 2.5(a) de este Préstamo) debidamente celebrados y otorgados por la Prestataria y/o el Codeudor, según corresponda como firmantes de los mismos y dichos Documentos de la Transacción sean legales, válidos y exigibles para la Prestataria y/o el Codeudor, según corresponda, en la Fecha de Desembolso.

(d)Opinión Legal. El Banco deberá recibir una opinión legal de EGFA Abogados en términos satisfactorios para el Banco.

(e)Declaraciones y Garantías. Deben encontrarse en plena vigencia y continuar siendo materialmente ciertas, correctas y verdaderas, todas y cada una de las Declaraciones y Garantías efectuadas por la Prestataria en la Cláusula Cuarta del presente Préstamo.

(f)Supuestos de Incumplimiento. No debe haber ocurrido y encontrarse vigente ningún supuesto susceptible de ser considerado como un Supuesto de Incumplimiento previsto en la Cláusula Sexta del presente Préstamo.

(g)Certificado de la Prestataria. El Banco deberá haber recibido un certificado emitido por un Apoderado de la Prestataria, en términos sustancialmente similares al modelo adjunto como Anexo D, fechado en la Fecha de Desembolso, manifestando que (i) todas las Declaraciones y Garantías detalladas en la Cláusula Cuarta del presente Préstamo, siguen siendo ciertas, correctas y verdaderas a la Fecha de Desembolso y (ii) no ha tenido lugar ni subsiste un Incumplimiento o Supuesto de Incumplimiento a la Fecha de Desembolso ni se producirá, en cada caso, como consecuencia de las transacciones contempladas en los Documentos de la Transacción;.

(h)Restricción Cambiaria. No debe haber ocurrido ni encontrarse vigente una Restricción Cambiaria; con excepción de aquellas previstas en los puntos 3.6.4 y 3.13.1.11 de las Normas de Exterior y Cambios (Texto Ordenado) del BCRA.

(i)Boleto de Cambio. Acceso al MLC. (i) La Prestataria debe haber suscripto el correspondiente boleto de cambio, cuyo modelo se adjunta como Anexo E, a los efectos de liquidar en el MLC de cambios los fondos desembolsados bajo el Préstamo y haber entregado al Banco toda la documentación necesaria a los efectos de cerrar cambio

(j)La Prestataria debe haber acreditado la presentación de la última declaración trimestral en el marco del Relevamiento de Activos y Pasivos Externos previsto por la Comunicación “A” 6401 del BCRA (modificatorias y complementarias);

(k)Requerimientos del Banco Central. El Banco haya recibido, según corresponda, la Declaración Jurada de Política de Créditos y toda otra documentación satisfactoria para el Banco que pudiera corresponder en virtud de los Requerimientos del Banco Central.

(l)Indemnidad del Impuesto a las Ganancias. Recepción de un documento que, a entera satisfacción del Banco, lo mantenga indemne frente a una futura retención del Impuesto a las Ganancias para la aplicación de los fondos.

(m)Suscripción del Share Purchase Agreement. Recepción de evidencia fehaciente, a entera satisfacción del Banco, de la celebración del contrato de compraventa de acciones entre TLH Holdco S.L. y Telecom Argentina S.A. en o alrededor del 24 de febrero de 2025 (el “Share Purchase Agreement”).

(n)Declaración Jurada Comunicación “A” 8108. Recepción de la declaración jurada, a entera satisfacción del Banco, conforme lo exigido por la Comunicación “A” 8108 del Banco Central por parte de la Prestataria, en los términos y condiciones exigidos por la normativa aplicable.

Artículo 3.2. Cumplimiento de Condiciones Precedentes. Las Partes acuerdan expresamente que la determinación respecto del cumplimiento de las Condiciones Precedentes quedará a exclusivo e individual criterio razonable del Banco.

CLÁUSULA CUARTA

Por el presente la Prestataria otorga las declaraciones y garantías que se encuentran descriptas en el Anexo F al presente que se encuentra redactado en el idioma inglés.

CLÁUSULA QUINTA

Por el presente la Prestataria asume, y se compromete al cumplimiento de, los compromisos y obligaciones que se encuentran descriptos en el Anexo F al presente que se encuentra redactado en el idioma inglés.

CLÁUSULA SEXTA

En caso de incumplimiento de este Préstamo por la Prestataria se aplicarán los Supuestos de Incumplimiento descriptos en el Anexo F al presente que se encuentra redactado en el idioma inglés.

CLÁUSULA SÉPTIMA

MORA AUTOMÁTICA

Artículo 7.1. Mora. La mora se producirá automáticamente por el solo vencimiento de los plazos para los casos de aquellas obligaciones que los tuvieren y, en los demás casos, por la recepción de la notificación referida la Cláusula precedente, a menos que en ella el Banco hubiera fijado un plazo para su cumplimiento bajo el presente Préstamo. Ni la mora ni los efectos de la notificación descripta precedentemente exigirán ninguna intimación judicial ni extrajudicial previa. A partir de su mora, todo importe que adeudare la Prestataria al Banco devengará el Interés Moratorio contemplado en este Préstamo.

CLÁUSULA OCTAVA

IMPUESTOS

Artículo 8.1. Impuestos Indemnizables por la Prestataria. La Prestataria toma a su exclusivo cargo y deberá pagar inmediatamente contra la sola solicitud del Banco, la totalidad de los impuestos presentes y futuros (incluyendo, sin limitación, el impuesto al valor agregado que se origine en la participación del Banco en este Préstamo, en la percepción de intereses, u otros pagos bajo este Préstamoo que de cualquier otra forma se relacione con la participación del Banco en el otorgamiento del Préstamo) y cualquier otro gravamen o tributo, presente y/o futuro, que pudiere corresponder ser abonado con motivo y/o en ocasión del otorgamiento y/o instrumentación y/o cumplimiento y/o ejecución de todos y cualesquiera de los Documentos de la Transacción, incluyendo (sin carácter limitativo) todo impuesto de sellos u otro de igual naturaleza aplicable actualmente o en el futuro con motivo y/o en ocasión del otorgamiento y/o instrumentación y/o cumplimiento y/o ejecución de todos y cualesquiera de los Documentos de la Transacción, con la excepción del impuesto a las ganancias (o el impuesto equivalente que pueda establecerse en el futuro) sobre los ingresos netos globales gravables y el impuesto a los ingresos brutos sobre dichos ingresos del Banco.

Artículo 8.2. Pagos Libres de Impuestos, Deducciones, Retenciones u Otros. Todos los pagos bajo este Préstamo deberán ser hechos por la Prestataria libres de deducciones, retenciones u otros cargos de cualquier naturaleza. En el caso que la Prestataria fuere requerida por ley o por cualquier Autoridad competente a realizar cualquier deducción, retención y/o cargo, la Prestataria deberá realizar tantos pagos adicionales al Banco como sean necesarios, para que, después de realizadas tales deducciones, retenciones y/o cargos (incluyendo las relacionadas con tales pagos adicionales), el Banco recibiere un monto igual al monto debido al mismo bajo los términos de este Préstamo, como si tales deducciones, retenciones y/o cargos no hubiesen sido realizados. Sin perjuicio de lo expuesto precedentemente, en ningún caso, la Prestataria estará obligada a reconocer, pagar o reembolsar al Banco por el impacto impositivo que ya estuviera compensado a través de la Tasa Aplicable. La Prestataria deberá pagar en legal tiempo y forma a las Autoridades impositivas que corresponda, el monto retenido, y deberá obtener y suministrar al Banco copia certificada de los comprobantes que correspondan respecto de dicho pago.

Artículo 8.3. Reembolso. La Prestataria reembolsará al Banco, en un plazo de siete (7) Días Hábiles de serle ello requerido por escrito, juntamente con la presentación del correspondiente documento de pago, cualquier impuesto (incluyendo cualquier multa o penalidad aplicable) que se viera obligado a pagar y que, de conformidad con la Cláusula Octava debieran ser pagados por la Prestataria.

Artículo 8.4. Importes Adicionales. Artículo 2.11. (a) Mientras no hubiera ocurrido un Supuesto de Incumplimiento, si al momento en que la Prestataria fuera notificada de una cesión en los términos de la presente, como consecuencia de la misma, la Prestataria debiere abonar al Cesionario importes adicionales en concepto de impuestos, retenciones y/o deducciones a aquellos que la Prestataria hubiera estado obligada a pagar al Banco y/o a un Banco Autorizado (de ambos, el costo que resulte mayor) de conformidad con las previsiones de la Cláusula Octava en el evento que la cesión no hubiera tenido lugar (los “Importes Adicionales”), entonces la Prestataria no estará obligada a pagar los Importes Adicionales. Para tal caso, el Cesionario al momento de acordar con el cedente la cesión, deberá aceptar una disminución de los importes a percibir de la Prestataria hasta el límite de los Importes Adicionales. En el evento que, a la fecha de la notificación de la cesión, como consecuencia de la misma no

surgiera la obligación de pagar ningún Importe Adicional, de ahí en más se aplicarán las previsiones de las Cláusula Octava, quedando la Prestataria obligada a pagar al Cesionario cualquier importe adicional, mayor o incremental que se originara con posterioridad a la fecha de la cesión según dichas previsiones contractuales. Sin perjuicio de lo expuesto precedentemente, en ningún caso, la Prestataria estará obligada a reconocer, pagar o reembolsar al Cesionario por el impacto impositivo que ya estuviera compensado a través de la Tasa Aplicable.

(b)En cambio, si al momento en que la Prestataria fuera notificada de una cesión en los términos de la presente, hubiera ocurrido un Supuesto de Incumplimiento, no será aplicable lo acordado en el párrafo precedente, debiendo la Prestataria abonar al Cesionario cualquier Importe Adicional.

(c)Asimismo, mientras no hubiera ocurrido cualquiera de los Supuestos de Incumplimiento, la Prestataria no será responsable ni deberá pagar ningún costo o gasto aplicable a la instrumentación de la cesión del Préstamo.

Artículo 8.5. Indemnidad por Parte de la Prestataria. Las obligaciones asumidas por la Prestataria bajo esta Cláusula serán exigibles con independencia de (i) que se efectivizara uno o más Desembolsos previstos bajo este Préstamo, dejándose constancia que la Prestataria podrá reclamar al Banco por no cumplir con cualquiera de los Desembolsos en la respectiva Fecha de Desembolso por causa imputable exclusivamente al Banco, todos los impuestos y demás pagos que como consecuencia de esta Cláusula la Prestataria hubiere abonado en relación con el Banco, (ii) la cancelación de todas las sumas adeudadas por la Prestataria al Banco en virtud de los Documentos de la Transacción, y/o (iii) la vigencia del Préstamo perfeccionado una vez aceptado.

CLÁUSULA NOVENA

COSTOS, GASTOS Y OTRAS EROGACIONES

Artículo 9.1. Costos, Gastos y Otras Erogaciones. La Prestataria toma a su exclusivo cargo y deberá pagar dentro de los cinco (5) Días Hábiles de recibida solicitud por escrito del Banco, la totalidad de los gastos y/o costos razonables y documentados y/o cualquier otra erogación razonable y documentada que pudiere corresponder ser abonada con motivo y/o en ocasión del otorgamiento y/o instrumentación y/o cumplimiento y/o ejecución de todo documento, instrumento relacionado con los Documentos de la Transacción, incluyendo los honorarios legales razonables y documentados por la instrumentación de los mismos, todos ellos siempre y cuando hubieran sido previamente aprobados por la Prestataria, al igual que los gastos y el impuesto al valor agregado, en caso de ser aplicable. La Prestataria deberá reembolsar al Banco cualquier monto que éste hubiera pagado por cualquiera de los conceptos mencionados en la presente Cláusula. Los honorarios legales que la Prestataria abonare al momento de suscripción del presente no cubrirán los honorarios razonables y documentados que se devenguen por la eventual ejecución judicial o extrajudicial de cualquiera de los Documentos de la Transacción que se suscriben. Asimismo, la Prestataria se compromete a indemnizar y mantener indemne al Banco por cualquier pérdida directa efectivamente incurrida que pueda sufrir como resultado de cualquier norma, ley o decreto de cualquier autoridad, entidad o ente regulador que se implemente en la República Argentina y genere una diferencia entre (i) los términos y condiciones de pago del presente Préstamo y (ii) los términos y condiciones de pago del Fondeo Externo, en virtud de (1) un evento gubernamental que permitiría el pago en otra moneda o la pesificación del Préstamo, o (2) un evento gubernamental que permitiría el pago del Préstamo en términos diferentes a los previstos en el presente. La Prestataria no estará obligada a indemnizar y mantener indemne al Banco por cuestiones relacionadas a la presente, que surgieran por un accionar doloso o negligente del Banco. Asimismo, en el caso que como resultado de cualquier norma, ley o decreto de cualquier autoridad, entidad o ente regulador que se implemente en la República Argentina, se pudiera cancelar a su vencimiento el Préstamo, pero no así el Fondeo Externo, la Prestataria asume indemnizar y mantener indemne al Banco por cualquier pérdida directa efectivamente incurrida, así como los costos de mantenimiento de mantener vigente el Fondeo Externo, hasta su efectiva cancelación por parte del Banco.

Artículo 9.2. Indemnidad por Parte de la Prestataria. Las obligaciones asumidas por la Prestataria bajo esta Cláusula serán exigibles con independencia de (i) que se efectivizara los Desembolsos previsto bajo este Préstamo (estableciéndose, sin embargo, que la Prestataria no deberá afrontar erogaciones a favor del Banco si éste no cumpliera con los Desembolsos en la respectiva Fecha de Desembolso por causa imputable exclusivamente al Banco), (ii) la cancelación de todas las sumas adeudadas por la Prestataria al Banco en virtud de los Documentos de la Transacción, y/o (iii) la vigencia del Préstamo perfeccionado una vez aceptado.

CLÁUSULA DÉCIMA

DÍAS HÁBILES

Artículo 10.1. Días Hábiles. Vencimiento de Plazos. Salvo que se establezca expresamente lo contrario en cualquier disposición del presente Préstamo, en el supuesto que el vencimiento de cualquiera de los plazos previstos en este Préstamo cayese en día que no sea un Día Hábil, dicho vencimiento se trasladará, automáticamente, al Día Hábil inmediato posterior (o, si este último correspondiera a un nuevo mes calendario, la fecha para el pago será adelantada al primer Día Hábil inmediatamente anterior).

CLÁUSULA DÉCIMO PRIMERA

CESIÓN DE DERECHOS Y OBLIGACIONES

Artículo 11.1. Cesiones en General. (a) El Banco (así como cualquiera de sus Cesionarios) podrá ceder todos o una parte de los beneficios y/o derechos y/o acciones y/o deberes y/o cargas y/u obligaciones que le correspondieren bajo el Préstamo, sin el consentimiento previo de la Prestataria a (i) cualquiera de sus Afiliadas y/o (ii) entidades financieras de primera línea de conformidad con la Ley de Entidades Financieras domiciliadas en la República Argentina y/o Bancos Autorizados, debiendo en ambos casos notificar por medio fehaciente a la Prestataria dentro del plazo de siete (7) Días Hábiles previos a la realización de la cesión, estableciéndose que dicha notificación es al sólo efecto informativo.

(b) De acuerdo con los términos de dichas cesiones, cada cesionario, una vez notificada la cesión en legal forma a la Prestataria, tendrá los mismos beneficios y/o derechos y/o acciones y/o deberes y/o cargas y/u obligaciones que hubiera tenido el Banco cedente bajo los Documentos de la Transacción de no haberse efectuado dicha cesión.

(c) Sin perjuicio de lo expuesto precedentemente, si se hubiera verificado el acaecimiento de alguno de los Supuestos de Incumplimiento, el Banco podrá ceder todo o parte de sus respectivos derechos, beneficios y obligaciones bajo el Préstamo a cualquier Persona con independencia de si la cesión genera o no gastos y/o costos adicionales para la Prestataria; con excepción de que en ningún caso estará permitido que el Banco ceda sus derechos y/u obligaciones a una Afiliada de la Prestataria y/o sociedad vinculada de cualquier forma con la misma en los términos del artículo 33 de la Ley General de Sociedades y/o a un accionista de la Prestataria o cualquier persona humana.

(d) Queda expresamente establecido que la cesión de derechos y/u obligaciones contemplada en el presente Apartado no constituirá, no se considerará y no podrá ser interpretada como, una novación por sustitución de acreedor; por el contrario, las Partes acuerdan y aceptan en forma expresa, firme, irrevocable e incondicional que dicha cesión de derechos y/u obligaciones constituirá, se considerará y será interpretada como, una cesión de créditos al amparo del Artículo 1614 y concordantes del Código Civil y Comercial de la Nación.

Artículo 11.2. Cheque. Cesión. Queda establecido que el Banco no podrá ceder el Cheque, salvo en el caso de cesión del Préstamo de conformidad con lo previsto en la presente Cláusula Décimo Primera. Queda asimismo establecido, y la Prestataria lo asume como un compromiso bajo este Préstamo, que para el evento que el Banco, de conformidad con lo establecido precedentemente, cediere a cualquier Cesionario todos o una parte de sus derechos y/u obligaciones bajo este Préstamo, se deberá sustituir dentro de los cinco (5) Días Hábiles del requerimiento, a plena satisfacción del Banco y del respectivo Cesionario y a sólo requerimiento del Banco y/o del Cesionario, el Cheque oportunamente emitido en favor del Banco. Mientras no hubiera ocurrido y se mantenga cualquiera de los Supuestos de Incumplimiento previstos en la Cláusula Sexta de este Préstamo, la Prestataria no será responsable ni deberá pagar ningún costo, gasto o impuesto aplicable a la emisión de un nuevo Cheque, debiendo el Banco y/o el Cesionario reembolsar y/o adelantar a la Prestataria el importe de cualquier impuesto que la misma se viera obligada a pagar como consecuencia de dicha emisión. Dentro del plazo de cinco (5) Días Hábiles del adelanto y/o reembolso de los importes correspondientes por parte del Banco y/o el Cesionario, la Prestataria deberá presentar a los mismos copia certificada del comprobante de pago del impuesto pertinente.

Artículo 11.3. Prohibición de Cesión. Prestataria. La Prestataria no podrá, en cambio, ceder ninguno de sus beneficios y/o derechos y/o acciones y/o deberes y/o cargas y/u obligaciones emanados de este Préstamo.

Artículo 11.4. Venta de Participaciones. Sujeto a lo previsto en el Artículo 11.1, el Banco podrá vender participaciones sobre sus derechos y obligaciones bajo este Préstamo, pero (i) el Banco será siempre considerado el único responsable frente a las otras Partes respecto del cumplimiento de sus obligaciones bajo la misma, y (ii) el Banco será siempre considerado el único titular de sus derechos bajo este Préstamo, especialmente en todo lo que hace a su relación con las restantes Partes y sus derechos de cobro y ejecución.

CLÁUSULA DÉCIMO SEGUNDA

DÉBITO EN CUENTA. COMPENSACIÓN

Artículo 12.1. Débito en Cuenta. El Banco estará facultado para debitar en cualquier momento (hubiere o no fondos disponibles) aún en descubierto, cualquier importe adeudado por la Prestataria bajo cualquier Documento de la Transacción que no haya sido abonado a su vencimiento (incluyendo los costos, gastos y otras erogaciones indicadas en la Cláusula Novena de este Préstamo) de cualquier cuenta bancaria (en moneda local o extranjera) que la Prestataria mantenga abierta con el Banco, en forma individual o conjunta, sin que tal débito constituya novación de las obligaciones asumidas en virtud de este Préstamo, razón por la cual la Prestataria deberá abonar al Banco los montos adeudados bajo este Préstamo bajo cualquier otro Documento de la Transacción de acuerdo con los términos y condiciones del mismo o de los mismos pero sin perjuicio del derecho del Banco para accionar mediante el saldo deudor de cuenta corriente debidamente certificado por la vía ejecutiva pertinente de conformidad con el Artículo 1406 del Código Civil y Comercial de la Nación estableciéndose, sin embargo, que el Banco no podrá ejercer la facultad de debitar aquí prevista sobre fondos acreditados en las cuentas de la Prestataria que, conforme lo informado por ésta al Banco, estuviera destinados al pago de salarios, haberes y/o retribuciones de los empleados de la Prestataria. Si el Banco hiciera uso de las facultades conferidas en este Artículo 12.1, deberá notificar a la Prestataria después de realizar el débito correspondiente; estableciéndose, sin embargo, que la ausencia de tal notificación no afectará la validez de dicho débito.

Artículo 12.2. Compensación. En caso que la Prestataria no hubiere abonado a su vencimiento al Banco algún importe adeudado al mismo bajo este Préstamo (aun cuando se trate de sumas adeudadas como consecuencia de la declaración de caducidad de plazos por aplicación de la Cláusula Sexta y la Prestataria no hubiere abonado las sumas reclamadas en virtud de dicha aceleración de plazos) y durante el tiempo que se mantenga dicho incumplimiento, el Banco queda por la presente autorizado, en cualquier momento, a compensar y aplicar todos y cada uno de los depósitos, generales o especiales, a plazo fijo o a la vista, provisorios o definitivos, que hubieran sido constituidos en cualquier momento en el Banco así como también cualquier otro monto adeudado por el Banco a la Prestataria por cualquier causa o concepto, contra todas y cada una de las obligaciones de pago contraídas por la Prestataria con el Banco bajo este Préstamo, independientemente de que el Banco hubiera efectuado o no reclamo de pago alguno en virtud de la misma y sin perjuicio de que tales depósitos, montos o activos de la Prestataria aún no hubieren vencido. El Banco conviene en notificar a la Prestataria tal compensación y cancelación de deudas dentro del Día Hábil inmediato posterior, quedando en claro que la falta de tal notificación no afectará la validez de dicha compensación. Los derechos adquiridos por el Banco en virtud del presente Apartado no excluyen otros derechos y recursos (incluyendo, no taxativamente, otros derechos de compensación) que el Banco pudiera tener.

Artículo 12.3. Conversión. A los efectos de determinar, de ser necesario, el monto equivalente en otra moneda distinta a los Pesos de algún depósito, deuda o cuenta sobre el cual se compensare, aplicare o debitare cierta obligación de la Prestataria bajo este Préstamo, se tomará el monto de esa otra moneda necesario para comprar Pesos al Tipo de Cambio de Referencia del día en que se produjera la compensación o débito.

CLÁUSULA DÉCIMO TERCERA

INDEMNIDAD

Artículo 13.1. Indemnidad Otorgada por la Prestataria al Banco. La Prestataria se

compromete a indemnizar y a mantener indemne y libre de todo daño y/o perjuicio al Banco, sus Afiliadas y a sus respectivos oficiales, ejecutivos, directores, funcionarios, representantes, mandatarios, empleados y asesores (la “Parte Indemnizada”) contra, y respecto de, toda pérdida, reclamo, multa, costo, gasto, daño, honorario, perjuicio y/o responsabilidad, de cualquier clase y/o naturaleza, a los que cualquiera de los mismos pueda estar sujeto en la medida en que tales pérdidas, reclamos, sentencias, honorarios, daños y/o responsabilidades estuvieran relacionadas con y/o vinculadas a las transacciones acordadas bajo el presente Préstamo y/o a los Documentos de la Transacción, salvo dolo o culpa de la Parte Indemnizada, calificada como tal por sentencia firme inapelable emanada de autoridad competente. Asimismo, la Prestataria se compromete a reembolsar a la Parte Indemnizada, dentro de los cinco (5) Días Hábiles de recibida solicitud por escrito de ésta, cualquier gasto y/o costo legal razonable y/o de otro tipo que estuviere debidamente documentado y en el que hubiere incurrido razonablemente en relación con la investigación y/o defensa de cualquiera de dichas pérdidas, reclamos, daños, perjuicios, multas, costos, gastos, sentencias y/o responsabilidades, de cualquier clase y/o naturaleza, salvo que hubiere mediado dolo o culpa de la Parte Indemnizada, calificada como tal por sentencia firme inapelable de autoridad competente.

Artículo 13.2. Ausencia de Indemnidad a favor de la Prestataria. La Prestataria acuerda asimismo que el Banco, así como sus sociedades controlantes, Subsidiarias y/o Afiliadas no serán directa o indirectamente responsables ante la Prestataria, ya sea que se trate de responsabilidad contractual, extracontractual, precontractual o de cualquier otro tipo, como consecuencia directa o indirecta de la celebración o cumplimiento del presente Préstamo cualquier otra circunstancia directa o indirectamente relacionada con el presente Préstamo (salvo en aquellos casos del presente Préstamoy los demás Documentos de la Transacción en que se previera lo contrario), a menos que dicha responsabilidad se hubiese producido u originado como consecuencia del dolo o la culpa del Banco y/o de sus sociedades controlantes, Subsidiarias y/o Afiliadas, y fuera, calificada como tal por sentencia firme inapelable de autoridad competente.

Artículo 13.3. Independencia. Las obligaciones asumidas por la Prestataria y el Banco bajo esta Cláusula serán exigibles con independencia de (a) que se efectivizara uno o más Desembolsos previstos bajo el presente Préstamo; (b) la cancelación de todas las sumas adeudadas por la Prestataria al Banco en virtud de los Documentos de la Transacción; y/o (c) la vigencia del presente Préstamo y de los Documentos de la Transacción.

CLÁUSULA DÉCIMO CUARTA

BUENA FE CONTRACTUAL. INTERPRETACIÓN DEL EJERCICIO DE DERECHOS. DIVISIBILIDAD. DISPENSAS

Artículo 14.1. Buena Fe Contractual. Las Partes acuerdan que todas las disposiciones del presente Préstamo serán interpretadas y aplicadas de buena fe.

Artículo 14.2. Interpretación del Ejercicio de Derechos. (i) La falta o demora en el ejercicio por parte del Banco de cualquier derecho, facultad o privilegio en virtud del presente Préstamo no se considerará una renuncia al mismo, ni tampoco el ejercicio parcial de cualquier derecho, facultad y/o privilegio impedirá todo otro ejercicio del mismo o el ejercicio de todo otro derecho, facultad o privilegio en virtud del presente Préstamo. Los derechos y remedios aquí expuestos son acumulativos y no excluyentes de todo otro derecho o remedio dispuesto por la ley.

(ii) En virtud de lo previsto por el artículo 263 del Código Civil y Comercial de la Nación, las Partes acuerdan que la falta de manifestación o respuesta por parte del Banco dentro de los plazos previstos en este Préstamo no implicará la aceptación a las solicitudes de la Prestataria, sino que debe interpretarse como negativa a la solicitud que corresponda.

Artículo 14.3. Divisibilidad. La declaración de nulidad, inexigibilidad, inoponibilidad, inaplicabilidad, invalidez y/o ineficacia de alguna disposición del presente Préstamo, no afectará ni menoscabará de manera alguna, y no podrá ser utilizada, opuesta y/o alegada por persona alguna en contra de, la plena vigencia, validez, eficacia, exigibilidad, oponibilidad de las restantes disposiciones del mismo.

Artículo 14.4. Dispensas. Modificaciones. (a) De conformidad con lo establecido en los

Artículos 934 y 935 del Código Civil y Comercial de la Nación, el otorgamiento de cualquier dispensa o la modificación de común acuerdo por las Partes de algún término o condición previsto bajo este Préstamo no constituirá y no deberá ser considerado ni interpretado como una novación de las obligaciones asumidas por la Prestataria bajo el mismo.

(b) Toda solicitud de dispensa deberá ser presentada por la Prestataria al Banco. El Banco tendrá cinco (5) Días Hábiles, contados a partir de la recepción de la notificación mencionada precedentemente, para responder al asunto planteado. A todo efecto, se considerará que el vencimiento de dicho plazo sin haber emitido una respuesta expresa, será considerado como una negativa por parte del Banco de que se trate al otorgamiento de la dispensa solicitada.

CLÁUSULA DÉCIMO QUINTA

LEY APLICABLE

Artículo 15.1. Ley Aplicable. La validez y naturaleza del presente Préstamo y de las obligaciones emanadas del mismo serán analizadas, interpretadas y juzgadas de conformidad con las leyes de la República Argentina.

CLÁUSULA DÉCIMO SEXTA

JURISDICCIÓN

Artículo 16.1. Jurisdicción. A todos los efectos legales derivados del presente Préstamo que pudieren corresponder, incluyendo (sin limitación) la validez, existencia, calificación, interpretación, alcance, cumplimiento o resolución del presente Préstamo, la Prestataria y el Banco se someten irrevocable, firme, expresa e incondicionalmente a la competencia de los Tribunales en lo Comercial ubicados en la Ciudad Autónoma de Buenos Aires, las que las Partes reconocen y aceptan, renunciando a cualquier otro fuero o jurisdicción que les pudiere corresponder.

Artículo 16.2. Renuncia. En la medida en que la Prestataria tuviere o pudiere, en el futuro, tener inmunidad de jurisdicción con respecto a la posibilidad de ser demandada judicial o extrajudicialmente y/o notificada de cualquier demanda, judicial o extrajudicial, y/o de que cualquiera de sus bienes sea embargado y/o ejecutado, la Prestataria renuncia, irrevocable, expresa, firme e incondicionalmente, a tales inmunidades. La Prestataria renuncia en forma expresa, firme, irrevocable e incondicional renuncia, con el mayor alcance permitido por la Ley Aplicable, a (i) invocar el artículo 1091 del Código Civil y Comercial de la Nación (teoría de la imprevisión); (ii) su derecho a recusar sin causa la jurisdicción del tribunal en el que se haya iniciado la acción legal y/o a interponer la excepción de arraigo; y (iii) a invocar la Ley Nº 24.240 de Defensa del Consumidor (la cual no resulta aplicable a la Prestataria por no contratar ésta como destinatario final).

CLÁUSULA DÉCIMO SÉPTIMA

CONSTITUCIÓN DE DOMICILIOS ESPECIALES. NOTIFICACIONES. AUTORIZADOS

Artículo 17.1. Constitución de Domicilios. A todos los efectos legales derivados del presente Préstamo, las Partes constituyen domicilios legales en los indicados a continuación, en los cuales se tendrán por válidas y vinculantes todas las comunicaciones, citaciones, intimaciones, reclamos, interpelaciones y notificaciones, judiciales o extrajudiciales, que deban ser cursadas entre ellas:

A la Prestataria:

General Hornos 690,

Ciudad Autónoma de Buenos Aires

Atención: Federico Pra/ Leonardo I Franceschini

Correo electrónico: fpra@teco.com.ar/ LIFranceschini@teco.com.ar

Al Banco:

Industrial and Commercial Bank of China (Argentina) S.A.U.

Florida 99,

Ciudad Autónoma de Buenos Aires

Tel.: 4820-3022

Atención: Gabriel Leyba / Matías Ibarra / Tomás Koch

Correo electrónico: argentina-wholesale-liquidaciones@icbc.com.ar / gabriel.leyba@icbc.com.a / matias.ibarra@icbc.com.ar / tomas.koch@icbc.com.ar /

Artículo 17.2. Cambio de Domicilio. Los domicilios legales así constituidos sólo podrán ser modificados por otros ubicados en la Ciudad Autónoma de Buenos Aires y sólo podrán ser modificados por otros ubicados en distinta jurisdicción con la conformidad expresa y por escrito de las otra Parte.

Artículo 17.3. Forma de Notificación. Toda citación, intimación, reclamo, interpelación, notificación, consentimiento, solicitud u otra comunicación a ser enviada o efectuada bajo el presente Préstamo deberá ser por escrito. Las notificaciones, requerimientos u otras comunicaciones deberán enviarse a los domicilios constituidos por cada una de las Partes que se indican en el Artículo 17.1, o al nuevo domicilio que fuera oportunamente notificado o aprobado como se indica en el Artículo 17.2. Serán válidas las notificaciones enviadas por acto público, telegrama colacionado, carta documento, Courier o e-mail, en todos los casos dirigidas a los domicilios que se detallan en el Artículo 17.1. Las notificaciones serán válidas al momento de su recepción, y solamente se considerará que una notificación ha sido recibida por cualquiera de las Partes en la medida en que la Parte emisora de dicha notificación tenga constancia suficiente de dicha recepción, entendiéndose por constancia suficiente la indicación de recepción en el acta notarial, y la constancia de recepción expedida vía e-mail o por el correo o courier. Asimismo, las Partes podrán enviar notificaciones por mano, las cuales se considerarán recibidas y entregadas en la forma adecuada si fueran entregadas en mano en los domicilios detallados en el Artículo 17.1, siendo el acuse de recibo constancia suficiente de la recepción de dicha notificación.

Artículo 17.4. Autorización para Inicialar.

(a)El Banco autoriza a Marcelo Tavarone, Julieta De Ruggiero, María Clara Pancotto, Azul Namesny, Bárbara Valente, Ximena Sumaria, Eduardo Nicolás Cano, Nicolás De Palma y Pilar Ubertalli para que cualquiera de ellos en forma indistinta iniciale todas las páginas del presente Préstamo y los restantes Documentos de la Transacción, en su nombre y representación.

(b)La Prestataria autoriza a María Ximena Digon, Guadalupe Lucotti, Luciano Laborato y Ernestina Aicega para que cualquiera de ellos en forma indistinta iniciale todas las páginas del presente Préstamo y los restantes Documentos de la Transacción.

CLÁUSULA DÉCIMO OCTAVA

CODEUDOR.

Artículo 18.1. Codeudor. Red Intercable Satelital S.A., con domicilio en Av. Belgrano 615 piso 11 (C1092 AAG), Ciudad Autónoma de Buenos Aires, suscribe el presente Préstamo en calidad de codeudor solidario, asumiendo todas las obligaciones del presente en los mismos términos y condiciones que el Prestatario.

CLÁUSULA DÉCIMO NOVENA

OBLIGACIÓN DE TRADUCCIÓN DEL ANEXO F.

Artículo 19.1. La Prestataria deberá entregar al Banco, dentro de un plazo de diez (10) Días Hábiles contados a partir de la fecha de firma del presente Préstamo, la traducción del Anexo F al español, la cual deberá cumplir con estándares de calidad adecuados y estar a entera satisfacción del Banco. El incumplimiento de esta obligación constituirá un Supuesto de Incumplimiento bajo el presente Préstamo, conforme las previsiones del Anexo F, facultando al Banco a ejercer los derechos y remedios previstos en el

presente Préstamo.

CLÁUSULA VIGÉSIMA

NACIÓN MÁS FAVORECIDA

(a)Artículo 20.1. Nación más Favorecida. Si, en cualquier momento, la Prestataria celebrara una adenda o modificación del Préstamo Sindicado que prevea (cualquiera de dichas adendas o modificaciones, “Acuerdo de Deuda Adicional”): (i) compromisos (ya sea compromisos de hacer o de no hacer, de mantenimiento o de incurrimiento); condiciones o requerimientos para la cancelación o pago anticipado; o incumplimientos o supuestos de incumplimiento más restrictivos respecto para la Prestataria (según corresponda) respecto de los previstos en este Préstamo o que no estén previstos en este Préstamo; o (ii) cláusulas en relación con comisiones, tasa de interés, indemnidades, penalidades, protección de rendimiento, mayores costos e ilegalidad o cualquier otra cláusulas que, en cualquier caso, sean diferentes y más favorables a los acreedores bajo el Préstamo Sindicado respecto de las previstas en este Préstamo y/ o en los Financiamientos del Banco (cada uno de dichos términos, una “Cláusula Diferente”); la Prestataria deberá inmediatamente (a más tardar dentro de los quince (15) Días Hábiles de celebrado dicho Acuerdo de Deuda Adicional) informar y notificar por escrito al Banco la celebración del Acuerdo de Deuda Adicional. Dicha notificación deberá incluir el detalle de la/s Cláusula/s Diferente/s incluidas o a incluirse (según corresponda) en el Acuerdo de Deuda Adicional. Salvo que el Banco, dentro de los treinta (30) Días Hábiles de recibida la notificación referida, dispense por escrito lo previsto en esta cláusula, dicha/s Cláusula/s Diferente/s se considerará/n, mutatis mutandis, automáticamente incorporada/s por referencia a este Contrato y a los Financiamientos del Banco, según lo determine el Banco a su exclusivo criterio. Dicha incorporación por referencia tendrá efectos a partir de la fecha en la que la/s Cláusula/s Diferente/s entraron en vigencia bajo el Acuerdo de Deuda Adicional (cada una de dichas disposiciones, la “Cláusula Incorporada”) y ninguna de las Cláusulas Incorporadas podrá ser dispensada o modificada sin el consentimiento del Banco. En caso de que así lo requiriera el Banco, se deberá celebrar una adenda a este Contrato y/o a los Financiamientos del Banco (según corresponda) en la cual se refleje/n la/s Cláusula/s Incorporada/s, la cual deberá instrumentarse en términos sustancialmente similares a los previstos en el Acuerdo de Deuda Adicional. Cualquier Refinanciación del Préstamo Sindicado se entenderá un Acuerdo de Deuda Adicional y, por ende, quedará sujeto a lo previsto en este Artículo 20.01, quedando entendido y acordado que, no será necesario instrumentar un Acuerdo de Deuda Adicional respecto de aquella/s Cláusula/s Diferente/s que estén contempladas en el Préstamo Sindicado, no así respecto de sus Refinanciaciones.

[el resto de la página está intencionalmente en blanco]

Anexo A

[Declaración Jurada de Política de Crédito]

DOCUMENTACIÓN DE RESPALDO DE LA CATEGORÍA 2.1.2 EN LA QUE SE ENCUADRA EL PRÉSTAMO

[PAPEL MEMBRETE DE LA PRESTATARIA]

[lugar], [fecha]

Señores

Industrial and Commercial Bank of China (Argentina) S.A.U.

Presente

Ref .: Préstamo de fecha [completar] (el “Préstamo”)

De nuestra consideración:

Nos dirigimos a Uds., en nuestro carácter de apoderados de [_] (la “Prestataria”), y en relación con el Préstamo. Todos los términos en mayúscula que no se encuentren aquí definidos, tendrán el significado atribuido a los mismos bajo el Préstamo.

Al respecto, por medio de la presente declaramos bajo juramento que el Préstamo tendrá el siguiente encuadre normativo previsto en las Normas de Política de Crédito:

2.1.2. Financiaciones a exportadores, que cuenten con un flujo de ingresos futuros en moneda extranjera y se constate, en el año previo al otorgamiento de la financiación, una facturación en moneda extranjera por un importe que guarde razonable relación con esa financiación.

En este sentido, la Prestataria manifiesta con carácter de declaración jurada que en función de su objeto social y actividad habitual y a cualquier fin que pudiere corresponder bajo las Normas del BCRA reviste la calidad de exportadora de servicios que generan un flujo de ingresos futuros en moneda extranjera y se constate, en el año previo al otorgamiento de la financiación, una facturación en moneda extranjera por un importe que guarde razonable relación con esa financiación.

Sin otro particular lo saluda atentamente,

[_]

en su carácter de Prestataria



Nombre:		Nombre:
Cargo:		Cargo:

Anexo B

[Modelo de Informe de Política de Crédito]

[PAPEL MEMBRETE DE LA PRESTATARIA]

[lugar], [fecha]

Señores

Industrial and Commercial Bank of China (Argentina) S.A.U.

Presente

Ref. : Préstamo de fecha [completar] (el “Préstamo”)

De nuestra consideración:

Por medio del presente, [_]la “Prestataria”) se dirige a Industrial and Commercial Bank of China (Argentina) S.A.U., como prestamista (el “Prestamista”), en relación con el Préstamo, de conformidad con lo previsto en el Préstamo, a los fines de certificar que a la fecha del presente:

(i)la Prestataria, por sí y por intermedio de sus subsidiarias, lleva a cabo exportaciones que generan un flujo constante de ingresos futuros en moneda extranjera; y

(ii)la Prestataria cuenta con contratos de venta en firme de servicios en moneda extranjera y/o por importes que guardan razonable relación con las necesidades financieras de la Prestataria considerando las Fecha de Pago de Intereses y las Fechas de Amortización de Capital establecidas en el Préstamo.

Sin otro particular lo saluda atentamente,

[_]

en su carácter de Prestataria



Nombre:
Cargo:


Nombre:
Cargo:

Anexo C

Modelo de Solicitud de Desembolsos

Ciudad de Buenos Aires, [fecha de desembolso]

Sres.

Industrial and Commercial Bank of China (Argentina) S.A.U.,

en su carácter de Banco

Florida 99

Ciudad Autónoma de Buenos Aires, Argentina

At.: [·]

Ref .: Préstamo de fecha [__] de [__] de 2025 – Solicitud de Desembolsos

De nuestra mayor consideración:

Nos dirigimos a ustedes en relación con el Préstamobilateral celebrado el [_] de [_] de 2025 (el “Préstamo”), entre [_] (la “Prestataria”), e Industrial and Commercial Bank of China (Argentina) S.A.U. en su calidad de prestamista (el “Banco”). Los términos en mayúscula no definidos en este certificado tendrán el significado a que a ellos se les atribuye en el Préstamo.

Por la presente, la Prestataria instruye expresa e irrevocablemente al Banco a efectuar los Desembolsos del Préstamo a ser efectuado en fecha [·], a la Cuenta de la Prestataria, por los siguientes montos:

-	U$S 40.000.000
-	U$S 40.000.000
---	---
-	U$S 60.000.000
---	---
-	U$S 60.000.000
---	---

Asimismo, con carácter de declaración jurada, la Prestataria certifica que, al día de la fecha, (i) la Prestataria cumple con todas las Declaraciones y Garantías detalladas en la Cláusula Cuarta del Préstamo, las cuales continúan siendo ciertas, correctas y verdaderas; y (ii) no se ha verificado, ni continua al día de la fecha, ninguno de los Supuestos de Incumplimiento bajo el Préstamo.

Atentamente,



Emisor: [_]		Emisor[_]
Aclaración:		Aclaración:
Cargo:		Cargo:
Domicilio:		Domicilio:

[Nota: Solicitud de Desembolsos a ser certificada por escribano público, incluyendo certificación de firma y facultades.]

Anexo D

Modelo de Certificado de la Prestataria

[lugar], [fecha de desembolso]

Señores

Industrial and Commercial Bank of China (Argentina) S.A.U.

Presente

Ref. : Préstamo de fecha [completar] (el “Préstamo”)

De nuestra mayor consideración:

Nos dirigimos a ustedes en relación con el Préstamo (el “Préstamo”) celebrado el [fecha], entre [_] (la “Prestataria”) e Industrial and Commercial Bank of China (Argentina) S.A.U., en su calidad de prestamista (el “Banco”).

Los términos en mayúscula no definidos en este certificado tendrán el significado a que a ellos se les atribuye en el Préstamo.

De conformidad con lo previsto por el [Artículo 3.1(k)] del Préstamo, en nuestro carácter de Apoderados de la Prestataria, certificamos con carácter de declaración jurada lo siguiente:

(A)Que el [fecha] el directorio de la Prestataria, debidamente convocado y con quórum suficiente, ha aprobado la celebración del Préstamo y consecuentemente la suscripción de los Documentos de la Transacción (la “Aprobación de Directorio”), cuya copia se adjunta como Anexo A al presente;

(B)Que se adjunta como Anexo B al presente, copia del poder oportunamente otorgado a funcionarios de la Prestataria, que los autoriza a suscribir los Documentos de la Transacción en nombre y representación de la Prestataria, lo cual harán de conformidad con, y en ejercicio de, la Aprobación de Directorio mencionada en el apartado (A) precedente; y

(C)Que al día de la fecha (i) la Prestataria cumple con todas las Declaraciones y Garantías detalladas en la Cláusula Cuarta del Préstamo, las cuales continúan siendo ciertas, correctas y verdaderas; y (ii) no se ha verificado, ni continúa al día de la fecha, ningún Incumplimiento ni Supuestos de Incumplimiento bajo el Préstamo.

Atentamente,




Emisor: [_]		Emisor[_]
Aclaración:		Aclaración:
Cargo:		Cargo:
Domicilio:		Domicilio:

Anexo E

Modelo de Boleto de Cambio


BANCO CENTRAL DE LA REPUBLICA ARGENTINA			MERCADO LIBRE DE CAMBIOS	FECHA		N° DE BOLETO (asignado por la
GERENCIA DE EXTERIOR Y CAMBIOS			COMPRA DE CAMBIO			entidad)

ENTIDAD:						CODIGO ENTIDAD
ICBC ARGENTINA SAU						15
SOLICITANTE						CUIT/CUIL/CDI (*)
DOMICILIO				CODIGO POSTAL	COD. PAIS ORIG.(**)		F.DE INGRESO (**)
CONCEPTO DE LA OPERACIÓN				COD. CONCEPTO		FECHA DE EMBARQUE (**)
				P12
COD. INSTRUM. VENDIDO		COD. INSTRUM. RECIBIDO	COD. MONEDA<br><br>2	IMPORTE (sin centavos)		TIPO DE CAMBIO
BENEFICIARIO DEL EXTERIOR (**)						CUENTA Nº
DOMICILIO						CODIGO DEL PAIS
BANCO RECIBIDOR DEL EXTERIOR (**):						CODIGO SWIFT
Declaro bajo juramento que las informaciones consignadas son exactas y verdaderas, en los términos previstos en el Régimen Penal Cambiario, del cual tengo pleno conocimiento de sus normas y sanciones.<br><br>

	Firma			Aclaración y Nro. de documento
Certificamos que la/s firma/s que anteceden concuerdan con las registradas en nuestros libros (***)



	Fecha			Firma y Sello

(*) - Cuando se trate de un turista debe registrarse fecha de ingreso al país, código de país de origen y número de pasaporte o documento habilitante para ingresar al país.
(**) - Cuando corresponde de acuerdo a la operación solicitada.
(***) - Cuando el solicitante no tenga firma registrada en la entidad por tratarse de un particular, la certificación se refiere a que la firma fue puesta en presencia del funcionario certificante y que se constató su identidad mediante verificación del documento de identidad.

Anexo F

Declaraciones y Garantías de la Prestataria Compromisos y Obligaciones Asumidos por la Prestataria Supuestos de Incumplimiento. Caducidad de Plazos.

Definitions

In the event of a conflict in interpretation between the definitions in this section and those in Annex F, the definitions in Annex F shall prevail.

“Accounting Standards” means the International Financial Reporting Standards promulgated by the International Accounting Standards Board (“IASB”) (which include standards and interpretations approved by the IASB and international accounting standards issued under previous constitutions), together with its pronouncements thereon from time to time, as adopted by the Argentine Comisión Nacional de Valores in its capacity as corporate supervisory authority over the Borrower and applied on a consistent basis.

“Acquired TMA Equity Interests” means Equity Interests in TMA representing 99,999625% of the outstanding Equity Interests in TMA.

“Acquisition” means the purchase by the Borrower from the Seller of the Acquired TMA Equity Interests pursuant to the terms of the Acquisition Documents.

“Acquisition Documents” means that certain Share Interest Purchase Agreement dated on or around February 24^th^, 2025 by and among the Borrower and the Seller and the other parties thereto, as amended, amended and restated, supplemented or otherwise modified from time to time, and all other documents delivered in connection with the consummation of the Acquisition.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agreement” means the loan agreement (contrato de préstamo).

“Anti-Corruption Laws” means the U.S. Foreign Corrupt Practices Act of 1977, the UK Bribery Act of 2010] and all other anti-corruption laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its Subsidiaries.

“Anti-Money Laundering Laws” means the Patriot Act and all other anti-money laundering laws, rules, and regulations of any jurisdiction (including, with limitation, Argentine law N° 25,246, Argentine law No. 26,119 and Argentine law N° 27,401, each as amended and supplemented).

**** “Antitrust Approval” the authorization of the Acquisition by Comisión Nacional de Defensa de la Competencia pursuant to Antitrust Law No. 27,442.

“Applicable law” means all regulations, whether national, provincial, or municipal, present and/or future, applicable to the Bank and/or the Borrower’s Main Activity, as applicable, including all constitutions, treaties, laws, decrees, codes, ordinances, resolutions, and other rules and regulations issued by any Authority.

“Argentine Foreign Exchange Market” means the Argentine foreign exchange market (Mercado Libre de Cambios) established by Executive Branch Decree No. 260/02, as amended, supplemented or otherwise modified from time to time and regulated by the BCRA, or any other foreign exchange market that substitutes or replaces the Mercado Libre de Cambios.

“Auditors” means Price Waterhouse & Co. S.R.L. or such other firm that the Borrower appoints from time to time.

“Authority” means the Argentine State, any Argentine Province or municipality, any national, provincial, or municipal authority, administrative, legislative, tax, or judicial body, decentralized entity, department, court, secretariat, agency, organization, entity, central bank, and any other national, provincial, or municipal office, body, agency, or division, including, without limitation, the BCRA.

“Authorization” means any consent, registration, filing, agreement, notarization, certificate, license (including any cellular mobile telecommunication license), approval, authorization, easement, right of way, permit, authority or exemption from, by or with any Authority, whether given by express action or deemed given by failure to act within any specified time period and all corporate, creditors' and shareholders' approvals or consents.

“Authorized Representative” means any natural person who is duly authorized by the Borrower, to act on its behalf for the purposes specified in, and whose name and a specimen of whose signature appear on, the Certificate of Incumbency and Authority most recently delivered by such Person to the Banks.

“BCRA” means the Argentine Central Bank (Banco Central de la República Argentina).

“Borrower” means Telecom Argentina S.A., a corporation (sociedad anónima) duly organized and existing under the laws of the Country.

“Borrower's Main Activity” means (a) the activity or activities carried out by the Borrower and its Subsidiaries as of the date of the Agreement; and (b) including, without limitation: (i) the provision of fixed and mobile telecommunications services, pay television services, data services, Internet services, cable television services, and audiovisual communication services in Argentina, Paraguay, and Uruguay; and (ii) any ancillary, complementary, similar, customary, ordinary, or related activity to the businesses mentioned in (i) above.

“Business Day” means any day except Saturday, Sunday, or any other day on which commercial banks are authorized to operate and conduct foreign exchange transactions in the Autonomous City of Buenos Aires, Argentina; the City of Doha, Qatar; the City of Dubai, United Arab Emirates; and the City of New York, United States.

“Bank” means Industrial and Commercial Bank of China (Argentina) S.A.U., as well as any assignees that may be incorporated into the Agreement in the future it being understood that it shall also include the Bank’s Affiliates.

“Calculation Period” means, for any calculation, a period of four consecutive Fiscal Quarters most recently ended prior to the event requiring the calculation for which financial statements should have been delivered to the Banks pursuant to the Agreement.

“Cash Equivalents” means:

(a)Dollars, Euro, Pesos, the other official currencies of any member of the European Union or money in other currencies received or acquired in the ordinary course of business;

(b)U.S. Government Obligations or certificates representing an ownership interest in U.S. Government Obligations, or securities issued directly and fully guaranteed or insured by any member of the European Union, or any agency or instrumentality thereof (provided, that the full faith and credit of such member is pledged in support of those securities or other sovereign debt obligations (other than those of the Country) rated “A” or higher or such similar equivalent or higher rating by at least one nationally recognized statistical rating organization);

(c)National or provincial obligations, or Argentine Government Obligations (including those of the BCRA) or certificates representing an ownership interest in Argentine Government Obligations (including those of the BCRA) acquired in the ordinary course of business or which obligations can be applied in payment of taxes or other obligations under Argentine law;

(d)(i) demand deposits; (ii) time deposits and certificates of deposit with maturities of one year or less from the date of acquisition; (iii) bankers´ acceptance with maturities not exceeding one year from the date of acquisition; and (iv) overnight bank deposits, in each case with any bank or trust company organized or licensed under the laws of Argentina or any state thereof;

(e)(i) demand deposits; (ii) time deposits and certificates of deposit with maturities of one year or less from the date of acquisition; (iii) bankers´ acceptance with maturities not exceeding one year from the date of

acquisition; and (iv) overnight bank deposits, in each case with any bank or trust company organized or licensed under the laws of the United States of America or any state thereof or under the laws of any member state of the European Union, in each case whose short-term debt is rated “A-2” or higher or such similar equivalent or higher rating by at least one nationally recognized statistical rating organization;

(f)repurchase obligations with a term of not more than 7 days for underlying securities of the type described in clauses (b) and (e) above entered into with any financial institution meeting the qualifications specified in clause (e) above;

(g)Commercial paper rated “A-2” or higher rating by at least one nationally recognized statistical rating organization and maturing within six months after the date of acquisition;

(h)Money market and mutual funds; and

(i)Substantially similar investments, of comparable credit quality, denominated in Dollars or in the currency of any jurisdiction in which the Borrower conducts business.

“Change of Control” means any of the following:

(a)the Permitted Holders, at any time and for any reason, cease to Control the Borrower;

(b)any person or group other than the Permitted Holders shall have obtained the power (whether or not exercised) to elect a majority of the board of directors of the Borrower; or

(c)a “change of control” or similar event shall occur as provided in any other loan or preferred stock documentation relating to the Borrower;

“Closing Date” means the date on which the conditions specified in Section 3 of this Annex F; of the Agreement are satisfied.

“Commitment” means, with respect to the Bank, its commitment to make the Loanpursuant to the terms of the Loan.

“Consolidated” or “Consolidated Basis” means (with respect to any financial statements to be provided, or any financial calculation to be made, under or for the purposes of the Agreement and any other Loan Document) the method referred to in Section 2.18 (Financial Ratios) of this Annex F; and the entities whose accounts are to be consolidated with the accounts of the Borrower are all the Subsidiaries of the Borrower;

“Country” means the Argentine Republic.

“Debtor Relief Laws” means the Bankruptcy Code and all other bankruptcy, insolvency, assignment for the benefit of creditors, liquidation, dissolution, conservatorship, moratorium, rearrangement, receivership, composition, reorganization, arrangement, or similar debtor relief laws of the United States or other applicable jurisdictions.

“Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (in one transaction or in a series of transactions and whether effected pursuant to a division or otherwise) of any property by any Person (including any sale and leaseback transaction and any issuance of Equity Interests by a Subsidiary of such Person), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“Dollars” or “$” refers to lawful money of the United States of America.

“EBITDA” means, for the relevant Calculation Period for any Person or specified group of Persons, Net Income for such period (without giving effect to (x) any extraordinary gains and losses, (y) any non-cash income and losses, and (z) any gains or losses from sales of assets other than inventory sold in the ordinary course of business) adjusted by adding thereto (in each case to the extent deducted in determining Net Income for such period), without duplication, the amount of (i) total interest expense (inclusive of amortization of deferred financing fees and other original issue discount and banking fees, charges and commissions (e.g., letter of credit fees and commitment fees)) of such Person or specified group

of Persons determined on a Consolidated Basis for such period (or on both an unconsolidated basis and a Consolidated Basis if applicable under the Agreement), (ii) tax expense based on income and foreign withholding taxes for such Person or specified group of Persons determined on a Consolidated Basis for such period (or on both an unconsolidated basis and a Consolidated Basis if applicable under the Agreement), and (iii) all depreciation and amortization expense of such Person or specified group of Persons determined on a Consolidated Basis for such period (or on both an unconsolidated basis and a Consolidated Basis if applicable under the Agreement).

“EDC Credit Agreements” means (i) the credit agreement dated as of December 29, 2021, by and among the Borrower, as borrower, JPMorgan Chase Bank, N.A., as initial lender and residual risk guarantor, JPMorgan Chase Bank, N.A., and Export Development Canada as joint mandated lead arrangers and JPMorgan Chase Bank, N.A., Sucursal Buenos Aires as onshore custody agent; and (ii) the loan agreement dated as of May 5, 2023, by and among the Borrower, as borrower, , Export Development Canada, as lender and the Branch of Citibank N.A. established in the Republic of Argentina, as onshore custody agent.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clause (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“ENACOM” means the National Entity of Communications (Ente Nacional de Comunicaciones) of the Republic of Argentina.

“ENACOM Approval” means the written approval of the Acquisition by ENACOM.

“ENACOM Approval Request” means TMA’s written request before the ENACOM for its approval of the Transaction.

“Environmental and Social Issues” means issues related to: (i) emissions, spills, or discharges to the air, water, ground, or subsoil; (ii) management of waste and hazardous or toxic substances; (iii) noise, traffic, odors, as well as other activities or circumstances that are harmful to third parties; (iv) occupational health and safety; (v) preservation or management of habitats and ecosystems, whether natural or artificial, as well as the protection of living organisms present therein; (vi) acquisition of rights of way, relocation of individuals or populations, and expropriation and compensation; (vii) indigenous and Afro-descendant communities, and other vulnerable groups identified in the area of influence of the company; (viii) workers' rights, collective rights, and human rights; (ix) any affectation to the cultural heritage; or (x) any substantial issue related to human health, the environment, social issues, or occupational health and safety.

“Environmental Laws” means all Applicable Laws relating to pollution or the protection of health, safety or the environment or the release of any materials into the environment, including those related to Hazardous Materials, air emissions, discharges to waste or public systems and health and safety matters.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities) directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Event of Default” has the meaning assigned to it in Section 4.1 of this Annex F.

“ Financial Debt ” means as to any Person:

(a)any indebtedness of such Person for or in respect of borrowed money;

(b)the outstanding principal amount of any bonds, debentures, notes, loan stock, commercial paper, acceptance credits, bills or promissory notes drawn, accepted, endorsed or issued by such Person, except indebtedness in respect of any bid, performance, surety bond, caución or fianza in the ordinary course of business for the account of any Person;

(c)any indebtedness of such Person for or in respect of the deferred purchase price of assets or services (except trade accounts incurred and payable in the ordinary course of business to trade creditors of such Person within 180 days of the date they are incurred and which are not overdue);

(d)non-contingent obligations of such Person to reimburse any other Person for amounts payable by that Person under a letter of credit or similar instrument (excluding any letter of credit or similar instrument issued for the account of such Person with respect to trade accounts incurred and payable in the ordinary course of business to trade creditors of such Person within 365 days of the date they are incurred and which are not overdue);

(e)the amount of any obligation of such Person in respect of any Financial Lease;

(f)amounts raised by such Person under any other transaction having the financial effect of a borrowing and which would be classified as a borrowing (and not as an off-balance sheet financing) under the Accounting Standards;

(g)the amount of the obligations of such Person under Hedging Contracts entered into in connection with the protection against or benefit from fluctuation in any rate or price (but only the net amount owing by such Person after marking the relevant Hedging Contracts to market);

(h)all indebtedness of the types described in the foregoing items secured by a Lien on any property owned by such Person, whether or not such indebtedness has been assumed by such Person;

(i)all obligations of such Person to pay a specified purchase price for goods and services, whether or not delivered or accepted (i.e., take or pay or similar obligations);

(j)any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, any liability of such Person under any sale and leaseback transactions that do not create a liability on the balance sheet of such Person, any obligation under a “synthetic lease” or any obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of such Person;

(k)the amount of any obligation in respect of any guarantee or indemnity incurred by such Person for any of the foregoing items incurred by any other Person; and

(l)any premium payable by such Person on a mandatory redemption or replacement of any of the foregoing items.

“Financial Year” means with respect to the Borrower and each of its Subsidiaries, the accounting year commencing each year on January 1 and ending on the following December 31, or such other period as such Person, with the Banks’ consent, from time to time designates as its accounting year.

“Finnvera Credit Agreements” means (i) the credit agreement dated as of May 7, 2019, by and among the Borrower, as borrower, Banco Santander, S.A. and JPMorgan Chase Bank, N.A., London Branch, as initial lenders and residual risk guarantors, Banco Santander, S.A. and JPMorgan Chase Bank, N.A., London Branch, as mandated lead arrangers, JPMorgan Chase Bank, N.A., London Branch, as facility agent and as the ECA bank, Banco Santander, S.A. as documentation bank and Banco Santander Río S.A. as onshore custody agent; and (ii) the credit agreement dated as of May 14, 2021, by and among the Borrower, as borrower, JPMorgan Chase Bank, N.A., as initial lender and residual risk guarantor, JPMorgan Chase Bank, N.A., as mandated lead arranger, JPMorgan Chase Bank, N.A., London Branch, as facility agent and JPMorgan Chase Bank, N.A., Sucursal Buenos Aires, as onshore custody agent.

“Fiscal Quarter” means a fiscal quarter of any Financial Year.

“ Foreign Exchange Regulations ” means any foreign exchange regulation issued by the Congress, the Presidency, the Ministry of Treasury, the Ministry of Finance, the BCRA or any other applicable Governmental Authority of the Country (including any interpretative letters issued by the BCRA or ARCA) related to payments in foreign currency through the Argentine Foreign Exchange Market or any other foreign exchange market in Argentina, dealings in foreign exchange and the purchase and sale, import and export of currency, currency control and/or foreign indebtedness, in each case, applicable to the Loan Documents.

“Governmental Authority” means the government of the United States of America, the government of the Country, the Kingdom of Spain, and the government of any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated under, or with respect to which liability or standards of conduct are imposed pursuant to, any Environmental Law.

“Hedging Contract” means (i) any interest rate swap agreement, interest rate cap agreement or other agreement designed to protect against fluctuations in interest rates or (ii) any foreign exchange forward contract, currency swap agreement or other agreement designed to protect against fluctuations in foreign exchange rates, in each case entered into in the ordinary course of business.

“ICBC Loan” means an unsecured term loan to be made by the Bank to the Borrower under the Agreement on or about the date hereof in a principal amount not greater than $200,000,000 for the sole purpose of financing a portion of the consideration payable by the Borrower in connection with the Acquisition.

“IFRS” means the International Financial Reporting Standards issued by the International Accounting Standards Board ("IASB").

“Investment” has the meaning specified in Section 3.5.

“ Interest Coverage Ratio ” means, for any Calculation Period, the ratio obtained by dividing:

(a)	the aggregate EBITDA of the Borrower for the four consecutive Fiscal Quarters ended on the relevant Calculation Date;

by:

the aggregate Net Interest of the Borrower for the four consecutive Fiscal Quarters ended on the relevant Calculation Date.

“Lien” means any mortgage, pledge, charge, assignment, hypothecation, security interest, title retention, preferential right, trust arrangement, right of set-off, counterclaim or banker's lien, privilege or priority of any kind having the effect of security, any designation of loss payees or beneficiaries or any similar arrangement under or with respect to any insurance policy.

“Loan Documents” means the Agreement, including schedules and exhibits hereto, and any agreements entered into in connection herewith by the Borrower with or in favor of the Bank, including the Fee Letters, any amendments, modifications or supplements thereto or waivers thereof, legal opinions issued in connection with the other Loan Documents and any other documents prepared in connection with the other Loan Documents, if any.

“Loans” means the term loans made by the Banks to the Borrower pursuant to the Agreement.

“Loan or Agreement” means this loan agreement.

“Margin Stock” means margin stock within the meaning of Regulations T, U and X, as applicable.

“Material Adverse Effect” means a material adverse effect on (a) the business, assets, operations, prospects or condition, financial or otherwise, of the Borrower and its Subsidiary taken as a whole, (b) the ability of the Borrower to perform any of its Obligations or (c), the legality, validity, binding effect or enforceability against the Borrower of any Loan Document to which it is a party and/or the rights of or benefits available to the Banks under the Agreement or any other Loan Document.

“Material Indebtedness” means Financial Debt (other than the Obligations), or obligations in respect of one or more Hedging Contracts, of the Borrower and each of its Subsidiaries in an aggregate principal amount exceeding

$60,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Borrower or any Subsidiary thereof in respect of any Hedging Contract at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or such Subsidiary would be required to pay if such Hedging Contract were terminated at such time.

“Net Debt to EBITDA Ratio” means, for any Calculation Period, the ratio determined either on a Consolidated Basis or on both an unconsolidated basis and a Consolidated Basis, as applicable, in accordance with Section 2.18 (Financial Ratios) and obtained by dividing:

(a)	the Financial Debt of the Borrower on the relevant Calculation Date less the Borrower's cash and Cash Equivalents at such time,

by:

the aggregate EBITDA of the Borrower for the relevant Calculation Period.

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, the Borrower arising under any Loan Document or otherwise with respect to any Loan, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed or allowable claims in such proceeding. Without limiting the foregoing, the Obligations include (a) the obligation to pay principal, interest, any amounts in respect of Erroneous Payment Subrogation Rights, charges, expenses, fees, indemnities and other amounts payable by the Borrower under any Loan Document and (b) the obligation of the Borrower to reimburse any amount in respect of any of the foregoing that any Agent or any Bank, in each case in its sole and absolute discretion, may elect to pay or advance on behalf of the Borrower.

“Operations” means the operations, activities and facilities of any Person (including the design, construction, operation, maintenance, management and monitoring thereof, as applicable) in the Country.

“Organizational Documents” means (a) as to any corporation, its charter or certificate or articles of incorporation and its bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction), (b) as to any limited liability company, its certificate or articles of formation or organization and its operating or limited liability agreement and (c) as to any partnership, joint venture, trust or other form of business entity, its partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Outstanding Amount” means, on any date, the aggregate outstanding principal amount of the Loans after giving effect to any prepayments or repayments thereof occurring on such date.

“Permitted Acquisition” means the acquisition by the Borrower or a Subsidiary of the Borrower of a Person or business (including by way of merger of such Person or business with and into the Borrower or a Subsidiary (so long as the Borrower or such Subsidiary is the surviving corporation)); provided, that (in each case) (A) the consideration paid or to be paid by the Borrower or such Subsidiary consists solely of cash, common stock of the Borrower, the issuance or incurrence of Financial Debt otherwise permitted by the Loan Documents and/or the assumption or acquisition of any Financial Debt (calculated at face value) of such acquired Person or business which is permitted to remain outstanding in accordance with the requirements of the Loan Documents, (B) the acquired Person or business is in a business permitted by the Financing Documents, and (C) all other requirements of ARTICLE VI are satisfied.

“Permitted Holders” means any of the following Persons as long as they do not appear on any Sanctions Lists:

(a)	Cablevisión Holding S.A., VLG S.A.U., Fintech Holdings Inc., Fintech Telecom LLC and any of their respective successors;
(b)	Any of (A) the Persons listed in Schedule 3.26 (as updated from time to time), (B) any Privileged Relatives of such Persons, and (C) any Person (other than an individual) directly or indirectly majority owned and controlled by one or more Persons set forth in subclause (a) or (b) of this definition; or
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(c)

An internationally recognized, investment grade telecommunications company listed on a major stock exchange (or any Subsidiary thereof, provided, that in the case of a Subsidiary that is not a wholly owned Subsidiary, no other shareholder of such Subsidiary appears on any Sanctions List) if it obtains the power to Control the Borrower; provided, that, any such internationally recognized, investment grade telecommunications company listed on a major stock exchange shall not be considered a Permitted Holder for the purposes of the Agreement, if a Change of Control takes place and as a result of such transaction or series of transactions the Borrower no longer holds a credit rating equal to or higher than its credit rating as determined immediately before such transaction or series of transactions.

“Permitted Liens” has de meaning set in Section 3.2. of this Annex F.

“Permitted Refinancing Debt” means Financial Debt used exclusively to refinance, refund, renew or extend other Financial Debt, provided, that: (i) the principal amount of such Financial Debt is not increased; (ii) any Liens securing such Financial Debt are not extended to any additional property; (iii) such refinancing, refunding, renewal or extension does not result in a shortening of the average weighted maturity of the Financial Debt so refinanced, refunded, renewed or extended; and (iv) the terms of any such refinancing, refunding, renewal or extension are no less favorable to the Borrower than (x) the Financial Debt being refinanced, refunded, renewed or extended or (y) the terms generally available in the market for an arm's length transaction in respect of Financial Debt containing the terms of such Permitted Refinancing Debt.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Peso” means the lawful currency of the Republic of Argentina.

“Pro Forma Basis” means, in connection with any calculation of compliance with any financial covenant or financial term, the calculation thereof after giving effect on a pro forma basis to (x) the incurrence of any Financial Debt, (y) the permanent repayment of any Financial Debt after the first day of the relevant Calculation Period, and (z) any Permitted Acquisition, the making of a Restricted Payment or any other transaction subject to pro forma financial covenant compliance hereunder consummated during the relevant Calculation Period, with the following rules to apply in connection therewith:

(a)

all Financial Debt (x) incurred or issued after the first day of the relevant Calculation Period shall be deemed to have been incurred or issued (and the proceeds thereof applied) on the first day of such Calculation Period and remain outstanding through the date of determination and (y) permanently retired or redeemed after the first day of the relevant Calculation Period shall be deemed to have been retired or redeemed on the first day of such Calculation Period and remain retired through the date of determination;

(b)all Financial Debt assumed to be outstanding pursuant to the preceding clause (i) shall be deemed to have borne interest at (x) in the case of fixed rate Financial Debt, the rate applicable thereto, or (y) in the case of floating rate Financial Debt, the rates which would have been applicable thereto during the respective period when the same was deemed outstanding;

(c)	in making any determination of EBITDA on a Pro Forma Basis, pro forma effect shall be given to any Permitted Acquisition or any other transaction subject to pro forma financial covenant compliance hereunder if effected during the respective Calculation Period as if the same had occurred on the first day of the respective Calculation Period; and
(d)	such calculation shall exclude all cash derived from the incurrence or projected incurrence of new Financial Debt (other than an amount of such cash equal to the installments of Financial Debt coming due within 6 months of such incurrence which are intended to be repaid with the proceeds of such incurrence of Financial Debt).
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“Proceeding” means any claim, litigation, investigation, action, suit, arbitration or administrative, judicial or regulatory action or proceeding in any jurisdiction.

“Prohibited Activity” means the activities specified in Schedule 6.03.

“Responsible Officer” means the president, chief executive officer, chief operating officer or any Financial Officer or other executive officer of the Borrower.

“Restricted Payment” means, with respect to any Person, the (i) declaration or payment of a dividend, distribution or return of any equity capital to its stockholders, partners or members or authorization or making of any other distribution, payment or delivery of property (other than common stock of such Person) or cash to its stockholders, partners or members in their capacity as such, or (ii) redemption, retirement, purchase or other acquisition of, or permitting of any Subsidiary to redeem, retire, purchase or otherwise acquire, directly or indirectly, any shares of any class of its capital stock outstanding on or after the date of the Agreement (or any options or warrants issued by such Person with respect to its capital stock), or setting aside of any funds for any of the foregoing purposes, or (iii) making of any payment of any kind on or in respect of subordinated Financial Debt held by any Affiliate of such Person. Without limiting the foregoing, “Restricted Payments” with respect to any Person shall also include all payments made or required to be made by such Person with respect to any stock appreciation rights, plans, equity incentive or achievement plans or any similar plans or setting aside of any funds for the foregoing purposes.

“Sanctioned Country” means, at any time, a country, region or territory which is itself the subject or target of any comprehensive territorial Sanctions (at the time of the Agreement, Crimea, the so-called Luhansk People’s Republic, the so-called Donetsk People’s Republic, Cuba, the occupied territories of the Kherson and Zaporizhzhia regions of Ukraine, Iran, North Korea and Syria).

“Sanctioned Person” means, at any time, any Person that is, or is owned or controlled by Persons that are, (a) the subject or target of any Sanctions or listed in any Sanctions-related list of designated Persons maintained by any sanctions authority referenced in the definition of “Sanctions”, or (b) operating, organized, located or resident in a Sanctioned Country.

“Sanctions” means all sanctions or trade embargoes administered or enforced by the U.S. government (including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control or the U.S. Department of State) or the United Nations Security Council, the European Union, any European Union member state, His Majesty’s Treasury of the United Kingdom or other relevant sanctions authority.

“Subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, trust, joint venture, association, company, partnership or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with IFRS as of such date, as well as any other corporation, limited liability company, trust, joint venture, association, company, partnership, or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled by the parent and/or one or more subsidiaries of the parent.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), value added taxes, or any other goods and services, use or sales taxes, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“TMA” means Telefónica Móviles Argentina S.A., a corporation (sociedad anónima) duly organized in accordance with the Laws of the Republic of Argentina.

“Transactions” means the execution, delivery and performance by the Borrower of the Agreement and the other Loan Documents, the borrowing of the Loans and the use of the proceeds thereof, and the consummation of the Acquisition pursuant to the Acquisition Documents.

Representations and Warranties

The Borrower represents and warrants to each of the Credit Parties that:

Organization; Powers. The Borrower and each of its Subsidiaries is a company duly incorporated and validly existing under the laws of the jurisdiction of its organization and has the corporate power and has obtained all required material authorizations to own its assets, conduct its business as presently conducted and to enter into, and comply with its obligations under, the Loan Documents to which it is a party or will, in the case of any Loan Document not executed as at the date of the Agreement, when that Loan Document is executed, have the corporate power to enter into, and comply with its obligations under, that Loan Document (notwithstanding the Borrower’s compliance with the periodic information regime pursuant to Communication “A” 6401 and Communication “A” 6795 of the BCRA, as amended and supplemented from time to time).

Authorization; Enforceability. The Transactions are within the Borrower’s corporate or other organizational powers and have been duly authorized by all necessary corporate or other organizational and, if required, stockholder action. The Agreement and each other Loan Document to which the Borrower is a party have been duly executed and delivered by the Borrower and constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their terms, subject to applicable Debtor Relief Laws and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Governmental Approvals; No Conflicts. The Transaction (a) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, and with respect to the Acquisition, the Antitrust Approval and the ENACOM Approval as disclosed and contemplated in the Acquisition Documents, which shall be requested and obtained as set forth therein (b) will not violate any Applicable Law or regulation or the Organizational Documents of the Borrower or any Subsidiary thereof or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or its assets, (including the Acquisition Documents) or give rise to a right thereunder to require any payment to be made by the Borrower or any Subsidiary thereof, and (d) will not result in the creation or imposition of, or the requirement to create, any Lien on any asset of the Borrower or any Subsidiary thereof.

Financial Condition; No Material Adverse Change.

The Consolidated and unconsolidated audited financial statements of the Borrower and its Subsidiaries for the Financial Year ending on December 31, 2023, and the Consolidated and unconsolidated unaudited financial statements of the Borrower and its Subsidiaries for the Fiscal Quarter ending on September 30, 2024:

have been prepared in accordance with the Accounting Standards, and give a true and fair view of the financial condition of the Borrower and its Subsidiaries as of the date as of which they were prepared and the results of the operations of the Borrower and its Subsidiaries during the period then ended in all material respects; and

disclose all material liabilities (contingent or otherwise) of the Borrower and its Subsidiaries, and the reserves, if any, for such liabilities and all unrealized or anticipated liabilities and losses arising from commitments entered into by the Borrower or any of its Subsidiaries (whether or not such commitments have been disclosed in such financial statements).

Since December 31, 2023, there has been no material adverse change in the business, assets, operations, prospects or condition, financial or otherwise, of the Borrower and its Subsidiaries taken as a whole.

Properties.

Each of the Borrower and its Subsidiaries has good and marketable title to all of the assets purported to be owned by it (except such minor defects that are not reasonably expected to have a Material Adverse Effect) and possesses a valid leasehold interest in all assets which it purports to lease, in all cases free and clear of all Liens, other than Permitted Liens, and no contracts or arrangements, conditional or unconditional, exist for the creation by the Borrower or any of its Subsidiaries of any Lien;

Schedule 3.05 to this sets forth each Investment of the Borrower and its Subsidiaries in excess of $20,000,000 that exists as of September 30, 2024.

(b)The Borrower and its Subsidiaries own, or are licensed to use, all trademarks, trade names, service marks, copyrights, patents, franchises, licenses and other intellectual property rights that are necessary for the operation of their respective businesses, as currently conducted, and the use thereof by the Borrower and its Subsidiaries does not conflict with the rights of any other Person, except to the extent that such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. The conduct of the business of the Borrower and its Subsidiaries as currently conducted or as contemplated to be conducted does not infringe upon or violate any rights held by any other Person, except to the extent that such infringements and violations, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the foregoing is pending or, to the knowledge of the Borrower, threatened, that could reasonably be expected to be adversely determined, and, if so determined, could reasonably be expected to have a Material Adverse Effect.

Litigation and Environmental Matters.

There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Subsidiary thereof (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect or (ii) that involve the Loan Documents or the Transactions.

Compliance with Laws and Agreements; Labor Matters; No Default. The Borrower and its Subsidiaries are in compliance with all Applicable Laws (including Environmental Laws) applicable to them or their property and all indentures, agreements and other instruments binding upon them or their property, except to the extent the failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

(a)Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) there is (x) no unfair labor practice complaint and no labor dispute proceeding arising out of or under collective bargaining agreements against the Borrower or any of its Subsidiaries pending or threatened before any Governmental Authority, (y) no strike, labor dispute, slowdown or stoppage pending or, to the knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries and (z) no union representation existing, or union organizing activities taking place, with respect to the employees of the Borrower or its Subsidiaries, and (ii) there has been no violation by the Borrower or its Subsidiaries of any Applicable Law relating to discrimination in hiring, promotion or pay of employees or of any applicable wage or hour laws.

The Borrower and its Subsidiaries are in compliance with the Argentine Foreign Exchange Regulations, if applicable, and no filings (other than the periodic information regime pursuant to Communication “A” 6401 and Communication “A” 6795 of the BCRA, as may be amended, supplemented and amended and restated from time to time) are necessary for the payments set forth in the Loan Documents to be made, and (B) no foreign exchange restrictions or requirements that limit the availability or transfer of foreign currency through the Argentine Foreign Exchange Market are in effect in the Country that would or would reasonably be expected to adversely affect compliance with the performance by the Borrower of each and all of its obligations of whatever nature under the Loan Documents; provided, however, that the Argentine Foreign Exchange Regulations impose the fulfilment of certain conditions and requirements for the making of payments under the Loans through the Argentine Foreign Exchange Market including, without limitation, (i) remitting to Argentina the proceeds of the Loans and exchanging such proceeds for Pesos within the timeframes set forth in the Argentine Foreign Exchange Regulations, if applicable, and (ii) complying with the reporting requirements set forth in Communication "A" 6401 and Communication “A” 6795 of the BCRA, as amended from time to time.

No Default has occurred and is continuing, and the execution, delivery and performance of the Agreement and the other Loan Documents by the Borrower will not cause or result in a breach, violation or default in respect of any other agreement of the Borrower.

Taxes.

The Borrower and its Subsidiaries have timely filed or caused to be filed all Tax returns and reports required to have been filed and have paid or caused to be paid all Taxes required to have been paid by them, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect.

No stamp or other issuance or transfer taxes or duties (other than [_], which has been paid in full)and no capital gains, income, withholding or other Taxes are payable by or on behalf of Bank to any applicable Governmental Authority in any applicable jurisdiction or any political subdivision or taxing authority thereof or therein in connection with the execution, delivery, performance or enforcement of the Loan Documents; provided, however, that as of the date hereof, all payments of interest under the Agreement by the Borrower to a Bank located outside Argentina are subject to

withholding of Argentine income tax at: (i) a rate of 15.05% if such Bank is a Qualifying Bank; (ii) a lower rate if such Bank is resident in a country that has a treaty to avoid double taxation in force with Argentina, to the extent such Bank complies with all requisites for the application of such treaty; or (iii) a rate of 35% if neither of the conditions indicated in clauses (i) and (ii) above are met; provided that nothing in this clause (b) shall be deemed to limit or otherwise diminish or reduce any of the parties’ respective obligations otherwise set forth in the Agreement;

Employee Benefit Plans. The Borrower and its Subsidiaries is in compliance in all material respects with its respective obligations relating to all employee benefit plans established, maintained or contributed to by it and does not have outstanding any material liabilities with respect to any such employee benefit plans.

Disclosure.

The Borrower has disclosed to the Bank, instruments and corporate or other restrictions to which it or any of its respective Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. None of the reports, financial statements, certificates or other information furnished by or on behalf of the Borrower or any of its Subsidiaries to the Bank in connection with the negotiation of the Agreement and the other Loan Documents, or delivered hereunder or thereunder (as modified or supplemented by other information so furnished), contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

Anti-Corruption Laws and Sanctions.

(a)The Borrower and its Subsidiaries have instituted and maintain policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with applicable Anti-Corruption Laws and applicable Sanctions.

The Borrower, its Subsidiaries and their respective officers and directors, and (to the knowledge of the Borrower) their respective employees and agents, are in compliance with applicable Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions and are not knowingly engaged in any activity that would reasonably be expected to result in the Borrower or any Subsidiary thereof being designated as a Sanctioned Person.

Neither the Borrower, nor any Subsidiary thereof, nor any of their respective directors officers, employees, agents or affiliates (i) is a Sanctioned Person or (ii) is aware of or has taken any action, directly or indirectly, that would result in a violation by such Persons of any applicable Anti-Corruption Laws, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any political party or official thereof or any candidate for political office, in contravention of any applicable Anti-Corruption Laws. The Transactions will not violate any applicable Anti-Corruption Law or applicable Sanctions.

EEA Financial Institution. The Borrower is not an EEA Financial Institution.

Margin Regulations. The proceeds the Borrower shall receive by virtue of he Contract will be used solely as set forth in the Loan and no part of such proceeds will be used for the purpose (whether immediate, incidental or ultimate) of buying or carrying any Margin Stock. The Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying Margin Stock, or extending credit to others for the purpose of purchasing or carrying Margin Stock.

Solvency. The Borrower and its Subsidiaries taken as a whole are and will be Solvent after giving effect to the consummation of the Transactions.

Insurance. The Borrower and its Subsidiaries are insured by recognized, financially sound institutions with policies in such amounts and with such deductibles and covering such risks as are generally deemed adequate and customary for their respective businesses including, without limitation, policies covering the material real and personal property owned or leased by the Borrower and its Subsidiaries against theft, damage, destruction, acts of vandalism, flood and earthquakes. The Borrower and its Subsidiaries are in full compliance with the terms of such policies and instruments in all material respects; and there are no material claims by the Borrower or any Subsidiary thereof under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause.

The Borrower has no reason to believe that it and its Subsidiaries will not be able (i) to renew their existing insurance coverage as and when such policies expire or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct their respective businesses as now conducted and at a cost that would not be expected to have a Material Adverse Effect.

Ranking. The payment obligations of the Borrower hereunder and under the other Loan Documents to which it is a party are (and will at all times be) unconditional general obligations of the Borrower, and rank (and will at all times rank) at least pari passu with all other present and future unsubordinated Liabilities of the Borrower, other than any Liabilities of the Borrower having priority solely by operation of Applicable Law. Choice of Law; Consent to Jurisdiction. The choice of the law of Argentina to govern the Agreement and the other Loan Documents subject to Argentinean Law is valid and binding. The Borrower’s consent to the jurisdiction of the Commercial Courts located in the City of Buenos Aires.

No Material Omissions. None of the representations and warranties in this Section omits any matter the omission of which makes any of such representations and warranties misleading in any material respect; provided, that notwithstanding the foregoing, the Borrower shall not be deemed to make any representation or warranty except as expressly set forth in the Agreement.

Indebtedness. Schedule 3.23 sets forth all Financial Debt of the Borrower and its Subsidiaries, as of September 30, 2024 in excess of $10,000,000 and there exists no outstanding default thereunder

Legal Form. The Agreement is in proper legal form for its enforcement against the Borrower under the laws of the Country; provided, that such enforcement shall be subject to:

Subsidiaries. The entities listed on Schedule 3.25 are the only Subsidiaries of the Borrower, and Schedule 3.25 correctly sets forth, as of the date hereof, (i) the percentage ownership (direct and indirect) of the Borrower in each class of capital stock of each of its Subsidiaries, and the direct owner thereof and (ii) the percentage ownership (direct and indirect) of each holder in each class of capital stock of the Borrower, and the direct owner thereof.

Cure Period for Negative Covenants in Other Financial Debt. The Borrower represents and warrants that none of its existing Financial Debt (other than the Financial Debt under the EDC Credit Agreements and the Finnvera Credit Agreements) contains an event of default with respect to the breach of negative covenants that has a grace or cure period that is shorter or more beneficial to the Lender under such facility than the one provided under Section 4.01(e).

ARTICLE II

Affirmative Covenants

Until the Commitments have expired or been terminated and all Obligations have been paid in full, the Borrower covenants and agrees that:

Section 2.1. Reporting Requirements.

Quarterly Financial Statements and Reports. Except to the extent the following quarterly financial statements and reports are available on the Borrower’s website, the Borrower shall deliver to the Bank:

As soon as available but in any event within 45 days after the end of each of the first three calendar quarters of each Financial Year:

2 copies of the Borrower's and each of its Subsidiaries' complete unaudited financial statements for such quarter prepared, on both a Consolidated Basis and an unconsolidated basis, in accordance with the Accounting Standards and on a basis consistent with the Borrower's audited financial statements, in each case, certified by the Borrower's chief financial officer (or in his or her absence, by an Authorized Representative of the Borrower);

The quarterly reports disclosed by the Borrower to the market; and

As soon as available but in any event within 60 days after the end of the first three calendar quarters of each Financial Year, a report (in a form pre-agreed by the Bank), signed by the Borrower's chief financial officer

(or in his or her absence, by an Authorized Representative of the Borrower), concerning compliance with the financial covenants in the Agreement.

Annual Financial Statements and Reports.

Except to the extent the following annual financial statements and reports are available on the Borrower’s website, the Borrower shall deliver to the Bank, as soon as available but in any event within 90 days after the end of each Financial Year:

2 copies of its and each of its Subsidiaries' complete and audited financial statements for that Financial Year which are in agreement with its books of account and prepared, on both a Consolidated Basis and an unconsolidated basis, in accordance with the Accounting Standards, together with an unqualified audit report on them from the Auditors, all in form satisfactory to the Bank;

A report (in a form pre-agreed by the Bank) signed by the Borrower's chief financial officer (or in his or her absence, by an Authorized Representative of the Borrower) certifying (x) compliance with the Net Debt to EBITDA Ratio and the Interest Coverage Ratio (specifying whether for such period such ratios were calculated only on a Consolidated Basis or both on an unconsolidated basis and on a Consolidated Basis pursuant to), (y) that such officer or Authorized Representative is not aware of any non-compliance by the Borrower with the covenants of the Agreement, and, where applicable, detailing any non-compliance, and (z) that all transactions between the Borrower and its Subsidiaries and each of their respective Affiliates, if any, during that Financial Year, complied with the respective covenant and

A report, signed by the Borrower’s chief financial officer (or in his or her absence, by an Authorized Representative of the Borrower) updating the identity of each of the Permitted Holders disclosed in Schedule 3.26 based on information submitted to the relevant Governmental Authority in the Country;

provided, that, for the avoidance of doubt, if any of the financial statements and reports described in this are no longer available on the Borrower’s website or if the Borrower is delisted or otherwise no longer required by applicable law to publish on its website any such financial statements or reports, the Borrower shall furnish such financial statements or reports, as the case may be, directly to the Bank, at the Bank’s satisfaction.

Section 2.2. Certificates; Other Information.

a)The Borrower will furnish to the Bank , promptly following any request therefore, copies of any audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent public accountants in connection with the accounts or books of the Borrower or any Subsidiary, or any audit of any of them as the Bank or any reasonably request.

Documents required to be delivered pursuant to Section 2.1 and this Section 2.2 to this Annex F may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which such documents are posted on the Borrower’s behalf on an internet or intranet website, if any, to which the Bank have access (whether a commercial, third-party website or whether made available by the Borrower or the Bank); provided that: (A) upon written request by the Bank to the Borrower, the Borrower shall deliver paper copies of such documents to the Bank until a written request to cease delivering paper copies is given by the Bank and (B) the Borrower shall notify the Bank (by facsimile or electronic mail) of the posting of any such documents and provide to the Bank by electronic mail electronic versions (i.e., soft copies) of such documents. The Bank shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Bank, and the Bank shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such document to it and maintaining its copies of such documents.

Section 2.3. Notices of Material Events.

The Borrower will promptly, and in any event no later than five (5) Business Days thereafter, furnish to the Bank , prompt written notice of the following:

(a)the occurrence of any Default;

the occurrence of any Change of Control;

the filing, commencement or any judgment or decision rendered pertaining to any Proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any Subsidiary, including pursuant to any applicable Environmental Laws, that, if adversely determined, could reasonably be expected to have a Material Adverse Effect;

notice of any action arising under any Environmental Law or of any noncompliance by the Borrower or any Subsidiary thereof with any Environmental Law or any permit, approval, license or other authorization required thereunder that, if adversely determined, could reasonably be expected to have a Material Adverse Effect;

any material change in accounting or financial reporting practices by the Borrower or any Subsidiary;

details of any legal claim, proceeding, formal notice or formal investigation against the Borrower or any Subsidiary thereof for violation of Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions, to the extent such notice is permitted by Applicable Law;

any matter or development arising or occurring since the date of the Agreement that has had, or could reasonably be expected to have, a Material Adverse Effect;

any event in connection with the Acquisition if such event is materially adverse to the Bank.

Each notice delivered under this Section 5.03 of this Annex F shall (i) be in writing, (ii) contain a heading or other reference that it constitutes a “notice under Section 2.03” of the Agreement (or, in the case of a notice under clause (a) above, a “notice of Default under the terms of the Agreement) and (iii) be accompanied by a statement of a Responsible Officer setting forth the details of the occurrence requiring such notice and stating what action the Borrower has taken and/or proposes to take with respect thereto.

Section 2.4. Preservation of Existence; Etc.

The Borrower will promptly obtain or make, and at all times maintain in full force and effect, all licenses, recordations, registrations, consents or authorizations of, or approvals by, any Governmental Authority, as may from time to time be necessary under the laws of its jurisdiction of organization for the execution and performance by it, and for the validity and enforcement of, any Loan Document.

Section 2.5. Payment of Obligations.

The Borrower will, and will cause each of its Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, could have a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, and (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto to the extent required in accordance with the IFRS,

Section 2.6. Maintenance of Properties; Insurance.

The Borrower will, and will cause each of its Subsidiaries to:

the Borrower and consistent with its past practices, desirable in the conduct of the business of the Borrower and (ii) in the case of any disposal, permitted under Section 3.4 of this Annex F; and

maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations.

Section 2.7. Books and Records; Inspection Rights; Auditors.

The Borrower will, and will cause each of its Subsidiaries to:

Upon the Bank’s request and with reasonable prior notice to the Borrower, permit representatives of the Bank, during normal office hours, to:

visit any of the sites and premises where the business of the Borrower or any of its Subsidiaries is conducted;

inspect any sites, facilities, plants and equipment of the Borrower and any of its Subsidiaries;

have access to the books of account and all records and any of its Subsidiaries;

with prior notice to the Borrower, have access to those employees, agents and contractors of the Borrower who have or may have knowledge of matters with respect to which the Bank seeks information; and

conduct appraisals, inspect documents, plans, procedures, and audit the state of Borrower's compliance with the requirements pertaining to the Environmental and Social Issues and Environmental Laws;

maintain at all times a firm of internationally recognized independent public accountants acceptable to the Banks as auditors of the Borrower and its Subsidiaries; provided, that PricewaterhouseCoopers, Deloitte & Touche, KPMG and Ernst & Young shall be deemed acceptable to the Banks.

Section 2.8. Compliance with Laws and Agreements; Labor Matters; Anti-Corruption Laws and Sanctions.

Except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect, the Borrower will, and will cause each of its Subsidiaries to, comply with all of its agreements.

Except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect, the Borrower will, and will cause each of its Subsidiaries to, (i) comply with all Environmental Laws, (ii) obtain, maintain in full force and effect and comply with any permits, licenses or approvals required for the facilities or operations of the Borrower or any Subsidiary thereof, and (iii) conduct and complete any investigation, study, sampling or testing, and undertake any corrective, cleanup, removal, response, remedial or other action necessary to identify, report, remove and clean up all Hazardous Materials present or released at, on, in, under or from any of the facilities or real properties of the Borrower or any Subsidiary thereof.

The Borrower and its Subsidiaries will comply with, and will maintain in effect and enforce, policies and procedures designed to ensure compliance by their respective directors, officers, employees and agents with applicable Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions.

Section 2.9. Authorizations.

(i) the Borrower will obtain and maintain in force (and where appropriate, renew in a timely manner) all material Authorizations, including without limitation the Authorizations specified in Schedule 5.09, which are necessary for the

implementation of the Transactions, the carrying out of the business and Operations of the Borrower and its Subsidiaries generally and the compliance by the Borrower and its Subsidiaries with all their respective obligations under the Loan Documents; and (ii) comply with all the conditions and restrictions contained in, or imposed on the Borrower or any of its Subsidiaries by, those Authorizations; provided, that nothing in this Section shall prevent the Borrower from terminating or relinquishing any Authorization (or any portion thereof) if such Authorization (or such portion) is no longer necessary, under applicable law, for the Operations of the Borrower.

Section 2.10. Argentine Foreign Exchange Market.

The Borrower undertakes to comply with all Argentine Foreign Exchange Regulations and all conditions set forth therein for purposes of or in connection with making payments under the Loans through the Argentine Foreign Exchange Market including, without limitation, (i) remitting to Argentina the proceeds of the Loans and exchanging such proceeds for Pesos within the timeframes set forth in the Foreign Exchange Regulations, if applicable, (ii) complying with the reporting requirements set forth in Communication "A" 6401, Communication “A” 6795 and Communication “A” 8108 of the BCRA, as amended, of the BCRA.

Section 2.11. Antitrust Approval

As soon as possible following the Closing Date (but in any event within seven days as from the Closing Date), the Borrower shall make a filing with the Comisión Nacional de Defensa de la Competencia (the “CNDC”) in order to obtain the Antitrust Approval.

Section 2.13. Pension Plans.

The Borrower will comply with all material requirements relating to any pension or employee benefit plans.

Section 2.14. Use of Proceeds.

The proceeds of the Loans will be used solely for purposes of (i) financing the consideration payable by the Borrower for the Acquired TMA Equity Interests pursuant to the Acquisition Documents and (ii) paying fees and expenses incurred in connection with the Transactions.

Section 2.15 Accuracy of Information.

The Borrower will ensure that any information, including financial statements or other documents, furnished to the Banks in connection with the Agreement, any other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder contains no material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the furnishing of such information shall be deemed to be a representation and warranty by the Borrower on the date thereof as to the matters specified in this Section 5.14.¿ of this Annex F.

Section 2.16 Ranking; Priority.

The Borrower will promptly take all actions as may be necessary to ensure that its obligations under the Loan Documents to which it is a party will at all times constitute unconditional and unsubordinated general obligations of the Borrower, ranking at least pari passu with all of its other present and future unsubordinated obligations, except for obligations of the Borrower having priority solely by operation of Applicable Law.

Section 2.17 Further Assurances.

The Borrower shall do and perform, from time to time, any and all acts (and execute any and all documents) as may be reasonably necessary or as reasonably requested by the Bank in order to effect the purposes of the Loan Documents.

Section 2.18 Financial Ratios.

The Borrower and its Subsidiaries shall maintain at all times the following ratios:

an Interest Coverage Ratio of at least 2.5.

a Net Debt to EBITDA Ratio of not more than 3.0;

account for 80% or more of the consolidated revenues and EBITDA of the Borrower and its Subsidiaries; and (B) both on an unconsolidated basis and on a Consolidated Basis for the Borrower and its Subsidiaries, in each case when the Borrower’s revenues and/or EBITDA, as shown in the latest unaudited financial statements of the Borrower, account for less than 80% of the consolidated revenues and/or EBITDA of the Borrower and its Subsidiaries.

Section 2.19. ENACOM Approval. As soon as possible following the Closing Date (but in any event within thirty days as from the Closing Date), the Borrower shall cause TMA to file the ENACOM Approval Request required by applicable telecommunications law.

ARTICLE III

Negative Covenants

Until the Commitments have expired or terminated and all Obligations have been paid in full, the Borrower covenants and agrees with the Bank that:

Section 3.1. Financial Debt. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or permit to exist any Financial Debt except:

(a)the Loans;

the ICBC Loan;

existing Financial Debt listed on Schedule 3.23;

short term (with a maturity of not more than 12 months) unsecured Financial Debt if, immediately after giving effect to the incurrence or assumption thereof, the Borrower and its Subsidiaries comply with the following ratios, calculated pursuant to Section 2.18 on a Pro Forma Basis:

an Interest Coverage Ratio of at least than 3.0; and

a Net Debt to EBITDA Ratio of not more than 2.5;

other Financial Debt of the Borrower and its Subsidiaries incurred or assumed after the date hereof if, immediately after giving effect to the incurrence or assumption thereof, the Borrower and its Subsidiaries comply with the following ratios, calculated in accordance with Section 2.18 (Financial Ratios) on a Pro Forma Basis:

an Interest Coverage Ratio of at least 3.0; and

a Net Debt to EBITDA Ratio of not more than 2.5; and

Permitted Refinancing Debt in respect of Financial Debt otherwise permitted under this Section.

Section 3.2 Liens. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except for the following (collectively, “Permitted Liens”):

(a)Liens in existence on the date hereof which are listed, and the property subject thereto described, in Schedule 6.02 to this Exhibit and any Lien granted as a replacement or substitute therefore; provided, that any such Liens

are no less favorable to the Banks and are not more favorable to the lienholders with respect to such Liens than the Liens in respect of the debt being refinanced;

Any Lien arising from any Tax or other Lien arising by operation of law, in each case if the obligation underlying any such Lien is not yet due or, if due, is being contested in good faith by appropriate proceedings so long as the Borrower has set aside adequate reserves in accordance with the IFRS;

Liens created or deposits made in the ordinary course of business (i) in connection with workers' compensation, unemployment insurance and other types of social security, including any Lien securing letters of credit issued in the ordinary course of business consistent with past practice in connection therewith, or (ii) to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, purchase, construction or sales contracts, leases, government performance and return-of-money bonds and other similar obligations (other than obligations for the payment of borrowed money), so long as the Lien does not interfere with the implementation of the Transactions or the carrying on of the business or Operations of the Borrower or any of its Subsidiaries

Liens created in the ordinary course of business upon specific items of inventory or other goods and proceeds of any Person securing such Person's obligations in respect of bankers' acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods, so long as the Lien does not interfere in any material respect with the implementation of the Transactions or the carrying on of the business or Operations of the Borrower or any of its Subsidiaries;

Liens arising from judgments, decrees, awards or attachments in circumstances not constituting an Event of Default under the Agreement;

Liens on the property or assets of any corporation which becomes a Subsidiary of the Borrower after the date hereof in connection with a Permitted Acquisition, which Liens secure Financial Debt permitted by Section 6.01; provided, that (A) such Liens existed at the time such corporation became a Subsidiary and were not created in anticipation of the acquisition, (B) any such Lien by its terms covers only property or assets of such corporation which were covered immediately prior to the time it became a Subsidiary and (C) any such Lien does not by its terms secure any Financial Debt other than the Financial Debt existing immediately prior to the time such corporation becomes a Subsidiary;

Easements rights-of-way, restrictions, encroachments and other similar charges or encumbrances, and minor title deficiencies, in each case not securing Financial Debt and not interfering in any material respect with the conduct of the business and Operations of the Borrower or any of its Subsidiaries;

Additional Liens of the Borrower or any Subsidiary of the Borrower not otherwise permitted by this Section that do not secure obligations in excess of the equivalent of $25,000,000 in the aggregate for all such Liens at any time;

Liens placed upon property acquired or improved after the date hereof and used in the ordinary course of business of any Borrower or any of its Subsidiaries and placed at the time of the acquisition thereof by such Borrower or such Subsidiary, or within 90 days thereafter, to secure indebtedness incurred to acquire such equipment or improvements; provided, that (x) such Liens do not at any time encumber any property of the Borrower other than the property financed by such indebtedness incurred to acquire such equipment or improvements, (y) the debt secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition, and (z) the Lien does not interfere in any material respect with the implementation of the Transactions or the carrying on of the business or Operations of the Borrower or any of its Subsidiaries; provided further, that if after giving effect to the incurrence of any such Lien either the Interest Coverage Ratio decreases or the Net Debt to EBITDA Ratio increases from what it was prior to such incurrence calculated both on an unconsolidated basis and on a Consolidated Basis (for the avoidance of doubt, regardless of the calculation method otherwise called for by Section 5.17 and on a Pro Forma Basis, the aggregate amount of all Liens permitted pursuant to this paragraph (i) shall not exceed at any time 10% of the Borrower’s total unconsolidated Financial Debt; and

the designation of lessors, construction companies and other counterparties as loss payees under insurance policies in the ordinary course of business as required by customary contractual requirements, other than in connection with or in anticipation of the incurrence of Financial Debt.

Section 3.3 Fundamental Changes.

the Borrower is the surviving entity, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary may Dispose of its assets to the Borrower or to another Subsidiary and (iv) any Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Bank; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.05.

The Borrower will not, and will not permit any of its Subsidiaries to, engage directly or indirectly in any business other than the businesses engaged in by the Borrower and its Subsidiaries as of the date hereof and reasonable extensions thereof and businesses ancillary or complementary thereto (including, without limitation, information technology services, distribution of content, mobile wallet and other mobile or fixed services or developments and other services and business permitted under the applicable licenses and regulations), or engage directly or indirectly in any business related to any Prohibited Activity.

The Borrower will not, and will not permit any of its Subsidiaries to, change their Organizational Documents in any manner which would be inconsistent with the provisions of any Loan Document; or (ii) change their Financial Year.

The Borrower will not, and will not permit any of its Subsidiaries to, form or have any new Subsidiary unless (i) such Subsidiary's business is ancillary or complementary to the Borrower, (ii) the Borrower or such Subsidiary provides within 10 Business Days of a written request from any Bank, other documentation requested by such Bank that is in line with applicable “know your customer” requirements, and (iii) such Subsidiary is permitted pursuant to Section 3.5.

Section 3.4. Asset Sales. The Borrower will not, and will not permit any Subsidiary to, sell, except transfer, lease (including a sale-leaseback) or otherwise dispose of all or any material part of its property or assets (other than sales of inventory in the ordinary course of business), whether in a single transaction or in a series of transactions, related or otherwise, voluntarily or involuntarily, except that:

the Borrower and its Subsidiaries may liquidate or otherwise dispose of assets, if such transaction or series of transactions (A) have proceeds which only are cash or Cash Equivalents, (B) are made on arm's length terms in the ordinary course of business, in each case at fair market value, (C) would not reasonably be expected to have a Material Adverse Effect, (D) if the consideration received at closing is not cash, the Cash Equivalents received shall remain free of any pledge over them, (E) no Event of Default or Default shall have occurred and be continuing or result therefrom, (F) the Borrower is in compliance with a Net Debt to EBITDA Ratio of not more than 3.0 and an Interest Coverage Ratio of at least 2.5, calculated in accordance with Section 2.18 on a Pro Forma Basis, and (G) such transaction would not affect the ability of the Borrower to comply with its payment obligations under the Agreement; and

without limiting paragraph (b) above, the Borrower and its Subsidiaries may liquidate, sell or otherwise dispose of its infrastructure in cellular phone towers and directly related equipment and real estate property, leases, contracts and administrative permits and Authorizations (including personnel and intellectual property affected to such infrastructure), in one or more series of transactions, through either a corporate restructuring involving a spin-off or split-off (escisión), in kind capital contributions, bulk asset transfer in kind or in cash (transferencia de fondo de comercio), or a combination thereof, or a direct or indirect sale of such assets or of the business unit comprising them; provided, that, in case any such transaction or series of transactions involves a sale to a third party buyer, it shall be permitted only if such transaction or series of transactions with a third party buyer (A) have proceeds which are in cash, Cash Equivalents or equity ownership interests in the buyer of the cellular phone towers, (B) are made on arm’s length terms in the ordinary course of business, in each case at fair market value, (C) would not reasonably be expected to have a Material Adverse Effect, (D) if the consideration received at closing is not cash, the Cash Equivalents received shall remain free of any pledge over them, (E) no Event of Default or Potential Default shall have occurred and be continuing or result therefrom, (F) the Borrower is in compliance, both on an unconsolidated basis and on a Consolidated Basis (for the avoidance of doubt, regardless of the calculation method otherwise called for by Section 2.16), with a Net Debt to EBITDA Ratio of not more than 3.0 and an Interest Coverage Ratio of at least 2.5, calculated on a Pro Forma Basis, and (G) such transaction would not affect the ability of the Borrower to comply with its payment obligations under the Agreement.

Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; and

Restricted Payments permitted by Section 3.7 and investments permitted by Section 6.05;

Section 3.5. Investments. The Borrower will not, and will not permit any of its Subsidiaries to,make or permit to exist loans or advances to, or deposits (except commercial bank deposits in cash in the ordinary course of business) with, other Persons or investments in any Person or enterprise (each of the foregoing are an “Investment” and, collectively, “Investments”), except that:

(a)the Borrower and its Subsidiaries may acquire and hold Cash Equivalents;

(c)the Borrower may enter into a Hedging Contract or assume the obligations of any party to a Hedging Contract to the extent permitted by Section 3.6; the Borrower and its Subsidiaries may make intercompany loans and advances to any Subsidiary related to management and brand fees (excluding interconnection, connectivity, and corporate services) for up to $20,000,000; provided, that (i) the terms and conditions agreed with the relevant parent company are typical and reasonable in commercial terms, (ii) such transactions are on an arm's length basis, and (iii) no Event of Default or Default shall have occurred and be continuing or would result therefrom;

(d)the Borrower may make capital contributions to, or acquire equity interests of, any of its Subsidiaries and/or provide intercompany loans to one or more of its Subsidiaries; provided, that (i) the aggregate amount of contributions made, together with the amount of any intercompany loans provided, pursuant to this clause (e), when added to the aggregate outstanding principal amount of intercompany loans and advances made to all of its Subsidiaries (determined without regard to any write-downs or write-offs thereof and net of any returns on any such Investment in the form of a principal repayment, distribution, dividend or redemption, as applicable), shall not exceed an amount equivalent to $200,000,000 per Financial Year, including any amount necessary to avoid being diluted by third parties in any capital increase of such Subsidiary, (ii) no contribution may be made or loan provided pursuant to this clause (e) at any time that an Event of Default or Default has occurred and its continuing, (iii) after giving effect to any Investment made in or to any Subsidiary pursuant to this clause (e) the Borrower remains, both on an unconsolidated basis and on Consolidated Basis (for the avoidance of doubt, regardless of the calculation method otherwise called for by Section 2.18 (Financial Ratios), in compliance with Section 2.18 (Financial Ratios) on a Pro Forma Basis and (iv) notwithstanding anything to the contrary in this clause (e), if the capital contribution and/or intercompany loan is made to a non-wholly owned Subsidiary, then, either: (x) the investment made by the Borrower in such Subsidiary is made pro rata with respect to the investments made by the other shareholders of such non-wholly-owned Subsidiary; or (y) the Borrower’s interest in such non-wholly-owned Subsidiary increases commensurate with such Investment;

(e)the Borrower and its Subsidiaries may own the equity interests of its respective Subsidiaries created or acquired after the date hereof in accordance with the terms of the Agreement (so long as all amounts invested in such Subsidiaries are independently justified under another provision of this Section) so long as such Subsidiary is in compliance with Section;

(f)the Borrower and its Subsidiaries may make a Permitted Acquisition so long as:

no Event of Default or Default shall have occurred and be continuing at the time of, or shall occur as a result of and after giving effect to, such Permitted Acquisition;

calculations made by the Borrower with respect to all financial covenants for the respective Calculation Period on a Pro Forma Basis show that all financial covenants set forth in Section 2.18 (Financial Ratios) would have been complied with as if such Permitted Acquisition had occurred on the first day of the relevant Calculation Period;

all representations and warranties contained in the Loan Documents have been updated as appropriate and restated by the Borrower, to the Bank reasonable satisfaction, as of the date of such Permitted Acquisition;

the Borrower shall have given 10 days' prior written notice of such Permitted Acquisition, together with a certificate from its chief financial officer containing the relevant calculations and certifying compliance with the foregoing;

the acquisition is in compliance with Section 3.3(d) to this Annex F, and

(i)	investments in the ordinary course of the Borrower's business; provided, that both before and after giving effect to such investment no Event of Default or Potential Event of Default shall have occurred and be continuing.

Section 3.6. Hedging Contracts The Borrower will not, and will not permit any of its Subsidiaries to, enter into any Hedging Contract, except (a) Hedging Contracts entered into to hedge or mitigate risks to which the Borrower or any Subsidiary thereof has actual exposure (other than those in respect of Equity Interests of the Borrower or any Subsidiary thereof), and (b) Hedging Contracts entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Subsidiary thereof.

Section 3.7 Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or pay any Restricted Payment, except that:

(a)any Subsidiary of the Borrower may declare and pay Restricted Payments in cash to the Borrower or to any wholly-owned Subsidiary of the Borrower;

any non-wholly-owned Subsidiary of the Borrower may declare and pay cash dividends to its stockholders; provided, that the Borrower and its Subsidiaries must receive at least their proportionate share of any cash dividends paid by such non-wholly-owned Subsidiary;

the Borrower and its Subsidiaries may declare and pay Restricted Payments required to be paid under Law No. 19,550 (as amended and supplemented) or Law No. 26,831 amended by Law No. 27,440 (as amended and supplemented) and regulations thereunder; and

the Borrower may declare and pay dividends in cash or in bonds or other securities issued by the Borrower, and may redeem, retire or purchase to the extent permitted by applicable law any of the Borrower’s outstanding capital stock, if in each case all of the following conditions are satisfied before and after giving effect to such dividend, redemption, retirement or purchase: (i) no Default or Event of Default shall have occurred or be continuing or would result therefrom, (ii) the Borrower is in compliance with the financial covenants set forth in Section 2.17 (Financial Ratios) on a Pro Forma Basis.

Section 3.8 Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any transaction with the Borrower's Affiliates except for (i) transactions in the ordinary course of business on the basis of arm's length arrangements (including, without limitation, transactions whereby the Borrower or a Subsidiary might pay more than the ordinary commercial price for any purchase or might receive less than the full ex-works commercial price (subject to normal trade discounts) for its products), (ii) transactions in existence as of the date of the Agreement that are included in the financial statements of the Borrower for the period ending on September 30, 2024 and in Schedule 6.08 for any transaction subsequent to such date, and (iii) transactions permitted under Section 3.05 or otherwise permitted under the Agreement.

Section 3.9. Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary of the Borrower to (a) pay dividends or make any other distributions on its capital stock or any other equity interest or participation in its profits owned by the Borrower or any of its Subsidiaries, or to pay any Financial Debt owed to the Borrower or any of its Subsidiaries, (b) make loans or advances to the Borrower or any of its Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) the Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of any of the Borrower's Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement (in which any of the Borrower's Subsidiaries is the licensee) or other contract entered into by any of the Borrower's Subsidiaries in the ordinary course of business, (v) restrictions on the transfer of any asset pending the closing of the sale of such asset, and (vi) restrictions on the transfer of any asset subject to a Permitted Lien; except for restrictions contained in any Financial Debt permitted pursuant to Section 6.01 and as are reasonable or customary for such financing arrangements contained therein.

Section 3.10. Sanctions and Anti-Corruption Laws.

(a)

The Borrower will not, directly or indirectly, use the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any Subsidiary, affiliate, joint venture partner or other Person, (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Applicable Laws (including Anti-Corruption Laws or Anti-Money Laundering Laws), (ii) to fund any activities or business of or with any Person that, at the time of such funding, is the subject of Sanctions, or in any country or territory, that, at the time of such funding, is a Sanctioned Country, or (iii) in any other manner that would result in the violation of any

Sanctions applicable to any Person (including any Person participating in the Loans, whether as an Agent, Arranger, Bank, underwriter, advisor, or otherwise)..

(b)	The Borrower will not use funds that were the subject of money laundering activities or any other activities unlawful under Applicable Law to make any payments to the Bank under the Agreement that would cause the Bank to be in violation of any Applicable Law.

Section 3.11. Amendments or Waivers to Acquisition Documents. The Borrower will not amend, otherwise change or waive the terms of any Acquisition Document if the effect of such amendment, change or waiver is materially adverse to the Banks.

Section 3.12. Profit Sharing Arrangements. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any partnership, profit sharing or royalty agreement or other similar arrangement whereby the Borrower's income or profits are, or might be, shared with any other Person, except for customary and standard industry agreements as are reasonable and prudent and provided that they are entered into on an arm's length basis and in the ordinary course of business.

Section 3.13. Management Contracts. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any management contract or similar arrangement whereby its business or operations are managed by any other Person, except for such arrangements with third parties in the ordinary course of business and on an arm's length basis.

Section 3.14. Capital Expenditures. The Borrower will not, and will not permit any of its Subsidiaries to, incur expenditures or commitments for expenditures for fixed or other non-current assets, other than (i) those required or requested to be made by any Governmental Authority, and (ii) those incurred by the Borrower and its Subsidiaries if, after giving effect thereto, the Borrower is in compliance with all financial covenants set forth in Section 2.18 (Financial Ratios) on a Pro Forma Basis.

ARTICLE IV

Events of Default

Section 4.1. Events of Default. If any of the following events (each, an “Event of Default”) shall occur:

(b)the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in Section 4.01(a)) payable under the Agreement or any other Loan Document, when and as the same shall become due and payable, provided that such failure shall not constitute an Event of Default if (i) the default was caused solely by error or omission of an administrative or operational nature (including, for the avoidance of doubt, any such error on the part of any correspondent or intermediary bank); (ii) funds were available to enable the Borrower to make the payment when due and (iii) the payment is made within 3 days after such amount was due and payable;

(c)any representation or warranty made or deemed made by or on behalf of the Borrower or any Subsidiary in or in connection with the Agreement, any other Loan Document, or any amendment or modification hereof or thereof or waiver hereunder or thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with the Agreement, any other Loan Document, or any amendment or modification hereof or thereof or waiver hereunder or thereunder, shall prove to have been incorrect in any material respect when made or deemed made;

(d) the Borrower shall fail to observe or perform any covenant, condition or agreement contained in Section 2.03(a), 2.03(b), 2.04 (with respect to the Borrower’s existence), 2.08(d), 2.15, 2.17;

(e) the Borrower shall fail to observe or perform any covenant, condition or agreement contained in the Agreement (other than those specified in Section 4.1(a), (b) or (d)) of this Exhibit or any other Loan Document, and such failure shall continue unremedied for a period of 30 or more days after the date of the failure;

(f) the Borrower or any Subsidiary thereof shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable, and any such failure continues for more than the applicable period of grace, or any Material Indebtedness is accelerated;

(g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity;

(h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Borrower or any Subsidiary or its debts, or of a substantial part of its assets, under any federal, state or foreign Debtor Relief Law now or hereafter in effect, (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Subsidiary thereof or for a substantial part of its assets, or (iii) the winding up or liquidation of its affairs, and, in any such case, such proceeding or petition shall continue undismissed for 60 or more days or an order or decree approving or ordering any of the foregoing shall be entered;

(i) the Borrower or any Subsidiary shall (i) request a moratorium or suspension of payment of liabilities from any court, (ii) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any federal, state or foreign Debtor Relief Law now or hereafter in effect (including, without limitation, the filing for a concurso preventivo or an acuerdo preventivo extrajudicial, (iii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 4.01(h), (iv) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Subsidiary or for a substantial part of its assets, (v) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (vi) make a general assignment for the benefit of creditors or (vii) take any action for the purpose of effecting any of the foregoing;

(j) the Borrower or any Subsidiary thereof shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;

(k) One or more judgments, writs, warrants of attachment or similar order or decrees involving in the aggregate at any time an amount in excess of $60,000,000 shall be rendered or filed against the Borrower or any Subsidiary or any combination thereof and the same shall remain undischarged for a period of 60 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Borrower or any Subsidiary to enforce any such judgment;

(l) Any non-monetary judgment or order is rendered against the Borrower or any Subsidiary that would reasonably be expected to have a Material Adverse Effect, and there is any period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of pending appeal or otherwise, is not in effect;

(m) any material provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all Obligations, ceases to be in full force and effect, (ii) the Borrower, or any other Person contests in writing the validity or enforceability of any provision of any Loan Document or any Acquisition Document (to the extent such contest remains undischarged for 60 days when made by a Person other than the Borrower), or (iii) the Borrower denies in writing that it has any or further liability or obligation under any Loan Document, or purports in writing to revoke, terminate or rescind any Loan Document;

(n) any Governmental Authority (i) shall take any action to condemn, seize, nationalize, expropriate or appropriate all or any substantial part of the assets of the Borrower or any Subsidiary thereof (either with or without payment of compensation) that in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect, (ii) purports to render any of the Loan Documents invalid or unenforceable or to prevent the performance or observance by the Borrower of its obligations thereunder or (iii) shall, for [•] or more consecutive days, prevent the Borrower from exercising normal control over all or any substantial part of its assets;

(o) The Borrower or any Subsidiary thereof shall (i) liquidate, wind up or dissolve (or suffer any liquidation, wind-up or dissolution); (ii) suspend its operations other than in the ordinary course of business or (iii) take any action to authorize any of the actions or events set forth above in this subsection (i);

reinstated, or the effect of such termination or rescission is not stayed or suspended, within 90 days of notice by any Bank to the Borrower requiring that restoration or reinstatement (for the avoidance of doubt, if the termination or rescission of an Authorization is stayed or suspended, and such stay or suspension is rescinded, terminated, lapses or otherwise ceases to be in full force and effect, such 90-day period shall, from the date of such rescission, termination, lapse or ineffectiveness, continue to count down from the day where counting was suspended); or

(q) Any employee benefit plan of the Borrower or its Subsidiaries shall at any time fail to satisfy the minimum funding requirement established by applicable law and such failure is not cured within 90 days.

(r) the occurrence of an Event of Default in the terms of the Credit Agreement.

Section 4.2. Remedies Upon an Event of Default. If an Event of Default occurs (other than an event with respect to the Borrower described in Section 4.1(h) or Section 4.1(i)) to this Annex F, and at any time thereafter during the continuance of such Event of Default, the Bank may, and shall at the request of the Bank, by notice to the Borrower, take any or all of the following actions, at the same or different times:

(a)terminate the Commitments, and thereupon the Commitments shall terminate immediately;

declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other Obligations accrued hereunder and under any other Loan Document, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and

exercise on behalf of itself and the other Credit Parties all rights and remedies available to it and the other Credit Parties under the Loan Documents and Applicable Law.

If an Event of Default described in Section 7.01(h) or Section 7.01(i) of this Annex F occurs with respect to the Borrower, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other Obligations accrued hereunder and under any other Loan Document (including any break funding payment), shall automatically become due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

Section 4.3. Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Bank by the Borrower or the Bank, all payments received on account of the Obligations shall be applied by the Bank as follows:

(a)first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Bank (including fees and disbursements and other charges of counsel to the Bank payable under Section 9.03 and amounts payable to the Bank pursuant to Section 2.08, in each case in its capacity as such);

second, to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal and interest) payable to the Banks (including fees and disbursements and other charges of counsel to the Banks payable under Section 9.03) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this paragraph (b) payable to them;

third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, ratably among the Banks in proportion to the respective amounts described in this paragraph (c) payable to them;

fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans.

fifth, to the payment in full of all other Obligations, in each case ratably among the Bank and the Banks based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and

finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law.

Schedule 3.05

INVESTMENTS

Unaudited Investments in excess of US$ 20,000,000 as of September 30, 2024, in millions of Pesos (AR$) / Dollars equivalents:

Telecom Argentina S.A.


●Bank accounts in Dollars (Onshore/Offshore)		AR$ 40,555 mm / US$ 41.8 mm
●Sovereigns & Sub-sovereigns US$ Bonds		AR$ 80,500 mm / US$ 82.9 mm

Núcleo S.A.


●Bank accounts in Dollars (Onshore/Offshore)		AR$ 19,461 mm / US$ 20.0 mm

Schedule 3.23

FINANCIAL DEBT

Unaudited Financial Debt (Principal) as of September 30, 2024 – in millions of Pesos (AR$)^*^

TELECOM ARGENTINA S.A.

●Bonds –

●International Bond 2025 ( 112.4 MM)	AR$	109,051	MM
●International Bond 2026 ( 282.7 MM)	AR$	274,406	MM
●International Bond 2031 ( 617.2 MM)	AR$	599,009	MM
●Local Bond Class 8	AR$	157,729	MM
●Local Bond Class 10	AR$	149,396	MM
●Local Bond Class 12	AR$	94,840	MM
●Local Bond Class 14	AR$	60,550	MM
●Local Bond Class 15	AR$	84,825	MM
●Local Bond Class 16	AR$	175,097	MM
●Local Bond Class 18	AR$	88,007	MM
●Local Bond Class 19	AR$	63,471	MM
●Local Bond Class 20	AR$	78,902	MM
●Local Bond Class 22	AR$	32,706	MM

All values are in US Dollars.

●Loans

●IFC 2022 ( 42.7 MM)	AR$	41,468	MM
●IIC ( 8.7 MM)	AR$	8,416	MM
●IDB ( 136 MM)	AR$	132,215	MM
●CDB ( 144 MM)	AR$	132,215	MM
●Finnvera ( 41 MM)	AR$	39,923	MM
●EDC ( 36 MM)	AR$	35,197	MM

All values are in US Dollars.

●Overdrafts	AR$	154,750	MM


●Vendor Financing ( 7 MM)	AR$	6,498	MM

All values are in US Dollars.

NUCLEO S.A.

●Bank Loans in Guaraníes	AR$44,224	MM

^*^	Exchange Rate AR$/USD 970,5 quoted by Banco de la Nación Argentina at the U.S. dollar offer rate as of September 30^th^ 2024.

Schedule 3.25

Page 1 of 2

SUBSIDIARIES

i)	Subsidiaries of the Borrower:

Name	Owner	Ownership
Inter Radios S.A.U.	Telecom Argentina S.A.	100.00%
Cable Imagen S.R.L.	Telecom Argentina S.A.	100.00%
Micro Sistemas S.A.U.	Micro Fintech Holding LLC	100.00%
Micro Fintech Holding LLC	Telecom Argentina SA	100.00%
Telecom Argentina USA Inc.	Telecom Argentina S.A.	100.00%
Adesol S.A.	Telecom Argentina S.A.	100.00%
Telemas S.A.	Adesol SA	100.00%
Televisión Dirigida S.A.	Telecom Argentina S.A.	99.992%
Televisión Dirigida S.A.	PEM S.A.U.	0.008%
Naperville Invest, LLC	Televisión Dirigida S.A.	100.00%
Saturn Holding LLC	Televisión Dirigida SA	100.00%
Manda S.A.	Naperville Invest, LLC	76.6260%
Manda S.A.	Saturn Holding LLC	23.3665%
Manda S.A.	Televisión Dirigida S.A.	0.0075%
Red Intercable Satelital S.A.U.	Manda S.A.	100.00%
PEM S.A.U.	Telecom Argentina S.A.	100.00%
Núcleo S.A.	Telecom Argentina S.A.	67.50%
Personal Envíos S.A.	Micro Fintech Holding LLC	67.50%
CrediPay SA	Micro Fintech Holding LLC	67.50%
Open Pass Holding LLC	Telecom Argentina SA	50.00%
Open Pass S.A.U.	Open Pass Holding LLC	50.00%
Open Pass Mexico SdeRL CV	Open Pass Holding LLC/ Open Pass S.A.U.	50.00%
AVC Continente Audiovisual S.A.	Telecom Argentina S.A.	100.00%
Teledifusora San Miguel Arcángel S.A.	Telecom Argentina S.A.	99.00%

Teledifusora San Miguel Arcángel S.A.	Inter Radios S.A.U.	1.00%
La Capital Cable S.A.	Telecom Argentina S.A.	49.00%
La Capital Cable S.A.	Inter Radios S.A.U.	1.00%
Otamendi Cable Color S.A.	La Capital Cable S.A.	97.00%
Otamendi Cable Color S.A.	PEM S.A.U.	1.50%
Personal Smarthome SA	Telecom Argentina SA	90.00%
Personal Smarthome SA	PEM SAU	10.00%
NyS2 SAU	Personal Smarthome S.A.	100.00%
Negocios y Servicios SAU	Telecom Argentina S.A.	100.00%
Opalker S.A.	Telecom Argentina S.A.	100.00%
Ubiquo Chile SpA	Opalker S.A.	95.00%
Parklet S.A.	Opalker S.A.	100.00%

ii)	Capital Stock in the Borrower:

Name	Owner	Ownership of total capital stock
Telecom Argentina S.A.	Cablevisión Holding S.A.	28.16% (Class D)
Telecom Argentina S.A.	Fintech Telecom LLC	20.83% (Class A)
Telecom Argentina S.A.	Trust created on April 15, 2019	21.84% (Class A and D)
Telecom Argentina S.A.	Free Float	8.54% (Class B)
Telecom Argentina S.A.	Class C Shares	0.01% (Class C)
Cablevisión Holding S.A.	GC Dominio S.A.	26.44% (which represents 64.25% of the voting stock)
Fintech Telecom LLC	Fintech Holdings, Inc.	100%
Fintech Holdings, Inc.	David Manuel Martínez Guzmán	100%

Schedule 3.26

PERMITTED HOLDERS

GC Dominio S.A.

Blue Media Inc.

GS Unidos LLC

Fintech Holdings Inc.

Fintech Telecom LLC

Fintech Advisory Inc.

ELHN-Grupo Clarín New York Trust

1999 Ernestina Laura Herrera de Noble New York Trust

HHM-Grupo Clarín New York Trust

HHM-Media New York Trust

LRP - Grupo Clarín New York Trust

LRP New York Trust

Mr. José Antonio Aranda

Mr. Héctor Horacio Magnetto

Mr. Lucio Rafael Pagliaro

Mr. David Manuel Martínez Guzmán

Mrs. Marcela Noble Herrera

Mr. Felipe Noble Herrera

Mrs. Marcia Ludmila Magnetto

Mr. Horacio Ezequiel Magnetto

Mr. Lucio Andrés Pagliaro

Mr. Francisco Pagliaro

Mrs. María Florencia Pagliaro

SCHEDULE 5.01

Page 1 of 2

INFORMATION TO BE INCLUDED IN ANNUAL REVIEW OF OPERATIONS

A.	Quarterly Operating data ****

Quarter Ended **** , 20

Key Operating Indicators	Measurement Unit

Breakout between prepaid and post-paid for subscriber related indicators
Subscribers	#
Closing balance	#
Avg. during quarter	#
Churn rate

Population covered
Mobile penetration
Estimated subscriber market share

Voice minutes of use

SCHEDULE 5.01

Page 2 of 2

	<br><br>
ARPU (in Argentine Pesos)	$

Number of direct employees	#

Number of female direct employees<br><br>Number of Towers	#

Notes:

1.	The above is a suggested format only. The measurement units chosen above are for illustration purposes only.
2.	The purpose of this report is to provide regular updates on the company's operating cost structure and operating performance.
---	---
3.	The requested operating data should be agreed with the industry specialist to reflect the key industry- specific indicators and should be based on the company's existing operating reports. If the company's existing operating reports provide the necessary information, those reports may be submitted as the [Quarterly Operations Review].
---	---

**B.**Supplemental Annual Operating Information

(1)	Macroeconomic Conditions. Brief description of any material changes that affect the Borrower directly. For example, changes in corporate taxation, import duties, foreign exchange availability, price controls, other areas of regulation.
(2)	Markets. Brief description of changes in the Borrower's market conditions (both domestic and export), with emphasis on changes in market share and its competitors' market shares.
---	---
(3)	Sponsors and Shareholdings. Information on significant changes in the ownership of the Borrower, including reasons for changes and the new shareholding structure.
---	---
(4)	Management and Technology. Summary of significant changes in the Borrower's (i) senior management or organizational structure, and (ii) technology, including technical assistance arrangements.
---	---
(5)	Corporate Strategy. Description of any changes to the Borrower's corporate or operational strategy, including changes in products, degree of integration, or business emphasis.
---	---
(6)	Operating Performance. Discussion of major factors affecting the year's results, including key operating indicators (e.g.: sales - by volume, value and market, operating costs, margins, capacity utilization).
---	---
(7)	Material Adverse Effect. Discuss any circumstance that has had or could reasonably be expected to have a Material Adverse Effect.
---	---

Schedule 6.02

EXISTING LIENS

None

Schedule 6.03

Page 1 of 2

PROHIBITED ACTIVITIES

The Lenders do not finance projects or companies involved in the production, trade, or use of the products, substances or activities listed below:

1.	Those that are illegal under host country laws, regulations or ratified international conventions and agreements
2.	Weapons and ammunitions
---	---
3.	Tobacco^1^
---	---
4.	Gambling, casinos and equivalent enterprises^2^
---	---
5.	Wildlife or wildlife products regulated under Convention on International Trade in Endangered Species of Wild Fauna and Flora (CITES)^3^
---	---
6.	Radioactive materials^4^
---	---
7.	Unbonded asbestos fibers^5^
---	---
8.	Forestry projects or operations that are not consistent with the Bank’s Environment and Safeguards Compliance Policy^6^
---	---
9.	Polychlorinated biphenyl compounds (PCBs)
---	---
10.	Pharmaceuticals subject to international phase outs or bans^7^
---	---
11.	Pesticides/herbicides subject to international phase outs or bans^8^
---	---
12.	Ozone depleting substances subject to international phase out^9^
---	---
13.	Drift net fishing in the marine environment using nets in excess of 2.5 km. in length
---	---

1This does not apply to project sponsors who are not substantially involved in these activities. “Not substantially involved” means that the activity concerned is ancillary to a project sponsor’s primary operations.

^2^This does not apply to project sponsors who are not substantially involved in these activities. “Not substantially involved” means that the activity concerned is ancillary to a project sponsor’s primary operations.

^3^www.cites.org.

^4^This does not apply to the purchase of medical equipment, quality control (measurement) equipment and any equipment where it can be demonstrated that the radioactive source is to be trivial and/or adequately shielded.

^5^This does not apply to the purchase and use of bonded asbestos cement sheeting where the asbestos content is <20%.

^6^GN-2208-20, Environmental and Safeguards Compliance Policy, dated 19 January 2006, approved by the Board of Executive Directors on 19 January 2006.

^7^Pharmaceutical products subject to phase outs or bans in United Nations, Banned Products: Consolidated List of Products Whose Consumption

and/or Sale Have Been Banned, Withdrawn, Severely Restricted or not Approved by Governments. (Last version 2001,

www.who.int/medicines/library/qsm/edm-qsm-2001-3/edm-qsm-2001_3.pdf)

^8^Pesticides and herbicides subject to phase outs or bans included in both the Rotterdam Convention (www.pic.int) and the Stockholm Convention (www.pops.int).

^9^Ozone Depleting Substances (ODSs) are chemical compounds which react with and deplete stratospheric ozone, resulting in the widely

publicized ‘ozone holes’. The Montreal Protocol lists ODSs and their target reduction and phase out dates. The chemical compounds regulated by the Montreal Protocol include aerosols, refrigerants, foam blowing agents, solvents, and fire protection agents.

(www.unep.org/ozone/montreal.shtml).

Schedule 6.03

Page 2 of 2

14.	Transboundary trade in waste or waste products10, except for non-hazardous waste destined for recycling
15.	Persistent Organic Pollutants (POPs)^11^
---	---
16.	Non-compliance with workers fundamental principles and rights at work^12^
---	---

^10^Defined by the Basel Convention (www.basel.int).

^11^Defined by the International Convention on the reduction and elimination of persistent organic pollutants (POPs) (September 1999) and presently include the pesticides aldrin, chlordane, dieldrin, endrin, heptachlor, mirex, and toxaphene, as well as the industrial chemical chlorobenzene (www.pops.int).

^12^Fundamental Principles and Rights at Work means (i) freedom of association and the effective recognition of the right to collective bargaining;

Schedule 6.08

Page 1 of 1

EXISTING AFFILIATE TRANSACTIONS

All matters disclosed in Note 24 of the Borrower’s consolidated financial statements dated as of September 30, 2024.

Anexo G

Carta de Cumplimiento

Ciudad Autónoma de Buenos Aires, [_] de febrero de 2025

INDUSTRIAL AND COMMERCIAL BANK OF CHINA (ARGENTINA) S.A.U.

Florida 99

Ciudad Autónoma de Buenos Aires

República Argentina

De nuestra consideración:

Tenemos el agrado de dirigirnos a Uds. en relación con la oferta N° 1/25 de fecha 20 de febrero de 2025 emitida por Telecom Argentina S.A. (la “Prestataria”) y aceptada en la misma fecha por Industrial and Commercial Bank of China (Argentina) S.A.U. (el “Banco”) (el “Préstamo”).

Por la presente informamos que hemos recibido confirmación de Linklaters LLP, como asesores legales de los acreedores bajo el Credit Agreement de fecha 20 de febrero de 2025 celebrado entre Telecom Argentina S.A. y Banco Bilbao Vizcaya Argentaria S.A. y Deutsche Bank AG, London Branch (las “Partes”) respecto del cumplimiento de las condiciones precedentes del Credit Agreement detalladas en el artículo [__].

Asimismo, informamos el cumplimiento por parte de la Prestataria de las condiciones precedentes detalladas en los incisos [__], [__] y [__] de la cláusula tercera – Condiciones Precedentes del Préstamo.

Sin otro particular, los saluda muy atentamente.

Anexo H

Modelo de Carta de Aceptación

Ciudad Autónoma de Buenos Aires, [_] de [_] de 2025

TELECOM ARGENTINA S.A.

RED INTERCABLE SATELITAL S.A.

Ref.: Oferta Nº 1/2025

De nuestra consideración:

Tenemos el agrado de dirigirnos a Telecom Argentina S.A. y a Red Intercable Satelital S.A. en nuestro carácter de apoderados de Industrial and Commercial Bank of China (Argentina) S.A.U. a fin de aceptar vuestra Oferta Nº 1/2025 de fecha 20 de febrero de 2025.

Sin otro particular, los saludamos muy atentamente.


Industrial and Commercial Bank of China		Industrial and Commercial Bank of China
(Argentina) S.A.U.		(Argentina) S.A.U.

[·]		[·]
Nombre:		Nombre:
Cargo:		Cargo:

Ciudad Autónoma de Buenos Aires, 21 de febrero de 2025

TELECOM ARGENTINA S.A.

RED INTERCABLE SATELITAL S.A.

Ref.: Oferta Nº 1/2025

De nuestra consideración:

Sin otro particular, los saludamos muy atentamente.


Industrial and Commercial Bank of China		Industrial and Commercial Bank of China
(Argentina) S.A.U.		(Argentina) S.A.U.

/s/ Matías Ibarra		/s/ Gabriel Leyba
Nombre: Matías Ibarra		Nombre: Gabriel Leyba
Cargo: Apoderado		Cargo: Apoderado

Exhibit 8.1

List of Subsidiaries of Telecom Argentina S.A.

Subsidiary	Jurisdiction of incorporation	Telecom Argentina's direct/indirect interest in capital stock and votes	Name under which the<br>subsidiary does business
AVC Continente Audiovisual S.A.	Argentina	100.00%	AVC Continente Audiovisual
Inter Radios S.A.U.	Argentina	100.00%	Inter Radios
PEM S.A.U.	Argentina	100.00%	PEM
Cable Imagen S.R.L.	Argentina	100.00%	Cable Imagen
Personal Smarthome S.A.	Argentina	100.00%	Personal Smarthome
NYS2 S.A.U.	Argentina	100,00%	NYS2
Negocios y Servicios S.A.U.	Argentina	100.00%	NYSSA
Teledifusora San Miguel Arcángel S.A.	Argentina	100.00%	TSMA
Manda S.A.	Argentina	100.00%	Manda
Red Intercable Satelital S.A.U.	Argentina	100.00%	RISSAU
Micro Sistemas S.A.U.	Argentina	100.00%	Micro Sistemas
Ubiquo Chile Spa	Chile	95.00%	Ubiquo
Núcleo S.A.E.	Paraguay	67.50%	Núcleo
Televisión Dirigida S.A.	Paraguay	100.00%	Televisión Dirigida
Personal Envíos S.A.	Paraguay	67.50%	Personal Envíos
CrediPay S.A.	Paraguay	67.50%	CrediPay
Adesol S.A.	Uruguay	100.00%	Adesol
Opalker S.A.	Uruguay	100.00%	Opalker
Parklet S.A.	Uruguay	100.00%	Parklet
Saturn Holding LLC	USA	100.00%	Saturn
Naperville Investment LLC	USA	100.00%	Naperville
Micro Fintech Holding LLC	USA	100.00%	Micro Fintech Holding
Telecom Argentina USA Inc.	USA	100.00%	Telecom<br>Argentina USA

Exhibit 11.1

telecom


Trading of Marketable Securities in Compliance with Transparency Regulations in Public Offerings (Trading Window)

Process Tree		Corporate Efficiency Management: Compliance Management:<br>Trading of marketable securities in compliance with transparency<br>regulations in public offerings (the “Trading Window”)



Scope of Application		TELECOM ARGENTINA

Purpose		This policy (the “Policy”) sets corporate standards aimed at preventing violations of the principles of legality, transparency, integrity, and equity concerning transactions with marketable securities (defined in Article 2 of Law No. 26,831 of the Argentine Capital Markets Law) issued by Telecom Argentina S.A. (“Telecom Argentina”), its controlled company Núcleo S.A.E. (“Núcleo”), and any other controlled company of Telecom Argentina that may be admitted to public offering in national or foreign markets in the future (collectively referred to as the “Companies”).<br><br><br><br>This Policy applies to all members of the Board of Directors or of the Supervisory Committee, senior management, executive officers, managers, and any employees of any of the Companies, regardless of their employment arrangements.<br><br><br><br>The document detailed below is for internal use only, and non-compliance will be considered a serious violation.

telecom

DEVELOPMENT

1.	General Definitions and Applicable Regulations
1.1	According to the regulations of the Argentine Securities Commission (“CNV”, for its Spanish acronym) and the United States Securities & Exchange Commission (“SEC”), the Employees, members of the Board of Directors and Supervisory Committee of companies admitted to the public offering regime, such as Telecom Argentina S.A., are not prohibited from buying, selling, or trading options on marketable securities (e.g., shares, ADRs, notes, etc.) issued by the companies. However, it is prohibited to engage in such transactions using material non-public information (“Insider Information” as used in the CNV regulations) related to the issuing company, its controlling and controlled companies.
---	---
1.2	Rule 10b-5 of the Securities Exchange Act of 1934 (the “Exchange Act”) enacted by the SEC prohibits corporate officers and directors or other insider employees from using confidential corporate information to reap a profit (or avoid a loss) by trading in the Companies’ stock. This rule also prohibits any person with material non-public information to share such information with third parties.
---	---
1.3	Information is considered “material” if it could affect a person’s decision regarding buying, selling, or holding the marketable securities.
---	---
1.4	Information is “non-public” if it has not been publicly disclosed through its submission to the markets where the marketable securities of the issuing companies are traded.
---	---
1.5	Furthermore, it is illegal for any person in possession of Insider Information to provide others with such information or to advise them to buy or sell marketable securities based on that information. In this case, both will be considered liable.
---	---
1.6	A person is considered an “Employee”, for the purpose of this insider trading policy (the “Policy”) if it is a member of the senior management team, an executive officer, a manager, or any employee of Telecom Argentina S.A. (“Telecom Argentina”), its controlled company Núcleo S.A. (Núcleo) or any other controlled company of Telecom Argentina that may be admitted to public offering in national or foreign markets in the future (collectively referred to as the “Companies”), regardless of their employment arrangements.
---	---
1.7	The CNV, the SEC, and the securities markets place special emphasis on publicizing cases of prohibited use of Insider Information (“Insider Trading”) and the penalties applied, in order to prevent such violations.
---	---
1.8	In 2011, Law No. 26,733 was enacted, amending the Argentine Criminal Code to include, among other economic and financial offenses, the crime of Insider Information Abuse:
---	---
◾	Article 307 (current numbering) of the Argentine Criminal Code states:
---	---

“Directors, members of the supervisory body, shareholders, shareholder representatives, and any individual who by their employment, profession, or role within an issuing company, either directly or indirectly, use or provide insider information accessed through their activities, for the trading, pricing, purchasing, selling, or settlement of marketable securities, shall be subject to imprisonment of one (1) to four (4) years, a fine equivalent to the amount of the transaction, and special disqualification for up to five (5) years.”

telecom

◾	Article 308 stipulates that:

“The minimum penalty prescribed in the previous article shall be increased to two (2) years of imprisonment and the maximum to six (6) years of imprisonment, when:

a)	The perpetrators of the crime habitually use or provide insider information.
b)	The use or provision of insider information results in a financial gain or prevents a financial loss for themselves or others.
---	---

The maximum penalty shall be increased to eight (8) years of imprisonment when:

c)	The use or provision of insider information causes significant harm to the securities market;
d)	The crime is committed by a director, member of the supervisory body, officers, or employee of a self-regulating entity or credit rating agencies, a licensed professional, or a public official. In these cases, a special disqualification of up to eight (8) years shall also be imposed.”
---	---
1.9	Employees, members of the Board of Directors and members of the Supervisory Committee, may be in possession of Insider Information, particularly:
---	---
●	During the period prior to the public disclosure of the Companies’ financial results through the issuance of quarterly or annual financial statements under its public offering obligations;
---	---
●	Before issuing marketable securities such as shares (which may be represented by ADRs), notes, etc.; or
---	---
●	When an event occurs or there is knowledge of circumstances that could significantly and either positively or negatively impact the Companies’ activities or results, which must be disclosed to the market in accordance with the effective rules concerning “Material Events.”
---	---

To prevent any misconduct, Telecom Argentina requires its Employees, members of the Board of Directors and members of the Supervisory Committee, not to buy, sell, or carry out any transactions with marketable securities issued by the Companies and/or its controlling company Cablevisión Holding S.A (“CVH”), either directly or through an intermediary, except during a limited period, called the “Trading Window,” during which they may trade the Companies’ and/or CVH’s publicly offered marketable securities, assuming they are not in possession of other Insider Information (e.g., a potential merger, takeover, sale of the majority package, reorganization of business activities, granting or revocation of licenses, etc.) that could have a significant impact on the trading price of the marketable securities.

2.	Mandatory General Policies
2.1	All Employees, members of the Board of Directors and members of the Supervisory Committee, may, in principle, trade in the Companies’ and/or CVH’s marketable securities, but they may not do so by taking advantage of any Insider Information they possess. Therefore, Telecom Argentina requires:
---	---
a.	that material non-public information of Telecom Argentina be kept strictly confidential.
---	---
b.	that Employees, members of the Board of Directors and members of the Supervisory Committee, refrain from conducting the above-mentioned transactions except during the Trading Window.
---	---

telecom The Trading Window:

◾	Begins on the second (2^nd^) business day, inclusive, following the public disclosure of the quarterly or annual results of Telecom Argentina, Núcleo and CVH, after the approval by the Board of Directors of the financial statements of the Companies.
◾	Ends twenty-five (25) calendar days, inclusive, after the closing date of each quarterly period, or fifty (50) calendar days, inclusive, after the closing date of the fiscal year.
---	---
◾	The closing dates for each quarterly period are March 31, June 30, and September 30, and, for the fiscal year, December 31 of each calendar year. Consequently, the Trading Window extends, inclusive, until April 25, July 25, and October 25 for the quarterly financial statements and February 19 of each year for the annual financial statements, respectively.
---	---
2.2	Even within the Trading Window, the Employees, members of the Board of Directors and members of the Supervisory Committee, subject to this restriction must refrain from buying or selling shares, ADRs, or notes (or trading options on these marketable securities) issued by Telecom Argentina, Núcleo or CVH, or any other related company of Telecom Argentina that may be admitted to public offering in national or foreign markets in the future, when they have knowledge of Insider Information. They must also refrain from suggesting or advising third parties about any transactions with the aforementioned securities.
---	---
2.3	Employees, members of the Board of Directors and members of the Supervisory Committee, involved in the placement of shares or notes of Telecom Argentina, Núcleo or CVH, or any other related company of Telecom Argentina that may be admitted to public offering in national or foreign markets in the future, are required to refrain from purchasing such marketable securities until their participation in the placement process has concluded.
---	---
2.4	All transactions (including, purchases and sales) involving marketable securities issued by the Companies and/or CVH must be reported to the Division of Compliance within the calendar quarter in which the transaction was completed. For this purpose, the Affidavit on Conflict of Interests available on the corporate intranet (see Intranet/Self-Management/Affidavit on Conflicts of Interest) must be submitted. In addition, a copy of the supporting documentation for these transactions must be sent to the Division of Compliance.
---	---
2.5	Employees, who join the Companies and already own securities issued by Telecom Argentina, Núcleo or CVH, or any other related company of Telecom Argentina that may be admitted to public offering in national or foreign markets in the future, must report their holdings within 72 hours of their start date via an Affidavit of Conflict of Interest. The same information must be reported by members of the Board of Directors and members of the Supervisory Committee.
---	---
2.6	Telecom Argentina and the Division of Compliance commit to the confidential handling of this information, except in cases where, due to the hierarchical level of the Employees, members of the Board of Directors and members of the Supervisory Committee, it is necessary to inform the regulatory authorities (i.e., CNV and SEC) and/or include the information in the public documentation of Telecom Argentina in compliance with applicable laws and regulations (e.g., Form 20-F, Prospectuses, etc.).
---	---
2.7	During its effectiveness, the Trading Window may be interrupted or modified due to the emergence of new material information (e.g., launching of Public Tender Offers (PTOs), issuance of debt or equity instruments, buying/selling interests held in other Companies, etc.). At the request of the CFO, the Corporate Affairs Officer (who reports to the Division of Legal and Institutional Affairs), or the Division of Compliance, those areas will jointly analyze the nature of the material information and assess whether it is appropriate to interrupt the Trading Window. The Division of Compliance shall be responsible for its internal dissemination as set forth in paragraph 2.10.
---	---

telecom

2.8	To comply with Articles 7 and 8 of Chapter I, Title XII of the CNV regulations (TR 2013), the members of the Board of Directors, the members of the Supervisory Committee, and the First-Line Managers who report directly to the Board of Directors of Telecom Argentina (as defined in the CNV regulations) must inform the Corporate Affairs officer:
1)	the type and number of marketable securities of Telecom Argentina that they hold, directly or indirectly, within ten (10) business days following their appointment;
---	---
2)	transactions involving marketable securities that result in changes to their holdings, before the fifteenth (15) day of each month, for the immediately preceding month.
---	---
2.9	In accordance with CNV regulations, the Corporate Affairs officer shall enter the information mentioned in 2.8 into the forms provided on the CNV’s Financial Information Highway (AIF, for its Spanish acronym).
---	---
2.10	The Investor Relations officer (who reports to the CFO) shall notify the Division of Compliance of the commencement of the Trading Window so that this area can communicate the duration of its validity to the Employees. Additionally, the Corporate Affairs officer shall be responsible for notifying the members of the Board of Directors and of the Supervisory Committee.
---	---

CONTROL POINTS

Not Applicable in this version

INDICATORS

Not Applicable in this version

GLOSSARY

Not Applicable in this version

Exhibit 12.1

CERTIFICATION

I, Roberto Nóbile, certify that:

1.	I have reviewed this Annual Report on Form 20-F of Telecom Argentina S.A.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
---	---
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
---	---
4.	The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
---	---
a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
b)	designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
---	---
c)	evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
---	---
d)	disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and
---	---
5.	The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the Audit Committee of the Company’s Board of Directors (or persons performing the equivalent functions):
---	---
a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
---	---
b)	any fraud, whether or not material, that involves Management or other employees who have a significant role in the Company’s internal control over financial reporting.
---	---

Date:February 28, 2025


By:	/s/ Roberto Nóbile
	Name:	Roberto Nóbile
	Title:	Chief Executive Officer

Exhibit 12.2

CERTIFICATION

I, Gabriel Blasi, certify that:

1.	I have reviewed this Annual Report on Form 20-F of Telecom Argentina S.A.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
---	---
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
---	---
4.	The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and hcuave:
---	---
a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
b)	designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
---	---
c)	evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
---	---
d)	disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and
---	---
5.	The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the Audit Committee of the Company’s Board of Directors (or persons performing the equivalent functions):
---	---
a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
---	---
b)	any fraud, whether or not material, that involves Management or other employees who have a significant role in the Company’s internal control over financial reporting.
---	---

Date:February 28, 2025


By:	/s/ Gabriel Blasi
	Name:	Gabriel Blasi
	Title:	Chief Financial Officer

Exhibit 13.1

CERTIFICATION

February 28, 2025

Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549

Ladies and Gentlemen:

The certification set forth below is being submitted to the Securities and Exchange Commission solely for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code.

Roberto Nóbile, the Chief Executive Officer and Gabriel Blasi, the Chief Financial Officer of Telecom Argentina S.A. (“Telecom”) each certifies that, to the best of their knowledge:

1.	this Annual Report on Form 20-F (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Telecom.
---	---


By:	/s/ Roberto Nóbile
	Name:	Roberto Nóbile
	Title:	Chief Executive Officer


By:	/s/ Gabriel Blasi
	Name:	Gabriel Blasi
	Title:	Chief Financial Officer

Exhibit 15

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form F-3 (No. 333-280720) of Telecom Argentina S.A. of our report dated February 28, 2025 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 20-F.

/s/ PRICE WATERHOUSE & CO. S.R.L.


/s/ Alejandro Javier Rosa
Autonomous City of Buenos Aires, Argentina
February 28, 2025

Price Waterhouse & Co. S.R.L., Bouchard 557, 8th floor, C1106ABG - Autonomous City of Buenos Aires, Argentina

T: +(54.11) 4850.0000, www.pwc.com/ar